End user licence agreement for downloadable software

Software installed on the customer's own machine is licensed, not sold, and the end user licence agreement is where that is done: it grants the right to install and use the software within stated limits, keeps ownership with the licensor, says what the customer may not do and what the law lets them do anyway, deals with licence keys, maintenance and updates, gives a warranty within the statutory rules, and ends the licence when the customer breaches it. I draft those agreements for a fixed fee of £995, delivered in five working days.

Who this is for

Software companies in England and Wales distributing installable software to businesses or consumers by download, from a desktop application or a plug-in to server software licensed per seat or per site, who need the licence terms the customer accepts on installation.

What matters in an end user licence agreement

The licence and its limits

The agreement should grant a non-exclusive, non-transferable licence to install and use the software on a stated number of devices or for a stated number of users, for the customer's own purposes, for the term stated or perpetually, and should keep all rights in the software with the licensor, which owns it as a literary work under the Copyright, Designs and Patents Act 1988. It should prohibit copying beyond backup, modification, distribution, sublicensing, use in a service bureau, removal of notices and use to build a competing product, with the licensor's right to audit compliance for business licensees.

What the customer may do regardless of the licence

A lawful user of a program has rights that the licence cannot remove: to make a backup copy under section 50A of the Copyright, Designs and Patents Act 1988, to decompile the program to achieve interoperability within the conditions in section 50B, and to observe, study and test its functioning under section 50BA. The agreement should acknowledge those rights rather than purport to exclude them, because a term that does is void to that extent.

Activation, licence keys and technical measures

The agreement should say that the software is activated with a licence key that may be tied to a device or an account, that the licensor may use technical measures to verify compliance and may disable the software where the licence is breached or the key is misused, and that circumventing those measures is prohibited, with the protection the Copyright, Designs and Patents Act 1988 gives to technological measures. For business licensees a true-up mechanism for use beyond the licensed number is usual.

Maintenance, updates and support

The agreement should distinguish the licence from maintenance: updates, upgrades and support are provided under a separate subscription or for a stated period, the licensor may release updates that the customer must install to remain supported, and the licensor may end support for a version on notice. Where the software connects to the licensor's servers, the agreement should say what happens if the service is withdrawn.

Warranties, consumers and the statutory position

For a consumer, software supplied for a price is digital content under section 34 of the Consumer Rights Act 2015, with rights to repair, replacement and price reduction that cannot be excluded, and section 46 liability for damage to the consumer's device; the fourteen-day cancellation right under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 is lost only with express consent to immediate download under regulation 37. For a business, the agreement gives a limited warranty that the software performs substantially as documented for a stated period, with exclusions judged for reasonableness under section 3 of the Unfair Contract Terms Act 1977.

Liability, termination and the boilerplate

Liability should be capped at the licence fee for business licensees, with consequential loss excluded and the cap tested under section 11 of the Unfair Contract Terms Act 1977, and limited within the Consumer Rights Act 2015 for consumers. The licence should end on breach with the customer required to uninstall and destroy copies, and the agreement should apply English law, exclude third-party rights under the Contracts (Rights of Third Parties) Act 1999 and say that the licensor's IP indemnity is its sole obligation for infringement claims.

What it costs

SaaS terms of service, £995. Your standard customer-facing terms. Five working days.

Buying online forms the engagement on payment. The scope is what the saas and technology contracts page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• A bespoke contract drafted for how your product is sold, delivered and supported
• Service levels you can meet, with remedies that are proportionate rather than aspirational
• A liability position that is defensible and will survive enterprise procurement
• IP and data provisions that fit together rather than contradicting each other
• A commercial note on where you will get pushback and what is worth conceding
• One round of amendments

What is not included

• Negotiating individual enterprise deals, which I quote separately
• Advice on the law of jurisdictions outside England and Wales
• Technical security certification or audit
• Regulatory advice for regulated sectors such as financial services or health

Questions I am often asked

Can we prohibit reverse engineering entirely?

Not entirely. A lawful user has statutory rights to decompile for interoperability and to observe and test the program, which the licence cannot exclude. The agreement prohibits reverse engineering except where those sections permit it.

Can we disable the software remotely if the customer stops paying?

If the licence is for a term and the agreement says the software may be disabled on non-payment or breach after notice, yes for business customers. For consumers the terms must be fair, and disabling paid-for perpetual software is a different matter from ending a subscription.

A consumer downloaded the software and wants a refund the same day. Must we?

Only if the checkout did not capture their express consent to immediate download and acknowledgement of losing the cancellation right. If the software is faulty, the statutory remedies apply regardless.

Related guidance and services

• SaaS and technology contracts, £995, the service this page describes
• Contract review, £495
• Data protection agreements and privacy terms, £795
• Reviewing a software licence from a vendor
• Getting an AI-drafted software licence checked

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.