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End user licence agreement

This document is an end user licence agreement (EULA) for software. It sets out the rights and obligations of the licensor on the one hand, and of the customer or user on the other. The document may be adapted for use where the licence is being agreed upon purchase/opening (shrink-wrap), download (Web-wrap) or installation (click-wrap).

The document may be used for both B2B and B2C licences, but note that it does not cover distance selling compliance obligations, which in appropriate cases will need to be handled separately.

An optional provision in the end user licence agreement sets out a special contractual right, for the customer or user, to return the software after purchase.

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End user licence agreement contents

  1. Definitions: definitions.
  2. Term: commencement of term; end of term.
  3. Licence: grant of licence to use software (no adaptation); no sub-licensing of software; right to sub-license software; software licence prohibitions; security of licensed software.
  4. Source Code: no licence of source code.
  5. Maintenance Services: maintenance services provision; standard of maintenance services; software updates and upgrades warranty (first party application); software updates and upgrades warranty (second party application); suspension of maintenance services; termination of maintenance services for convenience; discontinuing software maintenance services; consequences of termination of maintenance services.
  6. Support Services: support services provision; standard of support services; suspension of support services; termination of support services for convenience; consequences of termination of support services.
  7. No assignment of Intellectual Property Rights: no assignments of intellectual property rights.
  8. Charges: obligation to pay charges; amounts inclusive or exclusive of VAT.
  9. Payments: issue of invoices or receipts (flexible); time for payment of charges (advance or arrears); payment methods; interest on late payments; interest on late payments.
  10. Warranties: first party warranty of authority; software licence warranties; warranty of legality of software; software intellectual property infringement warranty; breach of software infringement warranty; second party warranty of authority; exclusion of implied warranties and representations.
  11. Acknowledgements and warranty limitations: software not error free; software not entirely secure; software compatibility is limited; no legal etc advice with software.
  12. Indemnities: indemnity upon breach: any provision or specified provisions (with definition); conditions upon first party indemnity; indemnity upon breach: any provision or specified provisions (with definition); conditions upon second party indemnity; limitations of liability vs indemnities.
  13. Limitations and exclusions of liability: caveats to limits of liability (B2C or B2C); interpretation of limits of liability; no liability for force majeure; no liability for loss of profits; no liability for loss of revenue; no liability for loss of opportunities; no liability for loss of data or software; no liability for consequential loss; per event liability cap upon services contract; aggregate liability cap upon services contract.
  14. Termination: termination without cause by first party; termination without cause by second party; termination upon breach; termination upon insolvency; termination upon non-payment.
  15. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights; charges on termination of contract (services and licences); software licences on contract termination; software copies on contract termination.
  16. General: no waiver; severability; variation written and signed; assymetric assignment of contractual rights; no third party rights; entire agreement; governing law; exclusive jurisdiction.
  17. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.
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