Getting an AI-drafted software licence checked

A software licence produced with an AI drafting tool grants a licence, disclaims warranties and limits liability in the language of a US end user licence agreement. Under English law the licensee has statutory rights the licence cannot remove, the exclusions have to survive the Unfair Contract Terms Act, and open source components in the software carry licence obligations the draft may not mention. I review the licence against the Copyright, Designs and Patents Act 1988 and the liability rules, and return it marked up with tracked changes, a clean copy and a written explanation of the changes, for a fixed fee of £495 in three working days.

Who this is for

Software developers and vendors in England and Wales that have drafted a licence agreement for on-premise, downloaded, embedded or hosted software using an AI tool, for business or consumer licensees, and want it checked and corrected before it is used. The review is of the client's own document; a licence for a product the client is buying is reviewed under the contract review service.

What the review checks in an AI-drafted software licence

The licence grant, the metric and the restrictions

Software is protected as a literary work under section 3 of the Copyright, Designs and Patents Act 1988, and the licence defines what the licensee may do: the users, devices, sites or instances, the purpose, the term, whether the licence is perpetual or for a subscription period, and whether affiliates and contractors may use it. The review checks that the grant matches how the software is sold, that the restrictions on copying, modifying, sub-licensing and reverse engineering are stated, and that an exclusive licence, if that is intended, is in writing under section 92.

The rights the licence cannot take away

A lawful user may make a back-up copy where necessary under section 50A of the Copyright, Designs and Patents Act 1988, may decompile the program to obtain the information needed to make an independent program interoperate with it under section 50B, and may copy or adapt it where necessary for lawful use, including to correct errors, unless the licence prohibits it, under section 50C. An AI draft's blanket prohibition on copying and reverse engineering is void so far as it purports to exclude the back-up and decompilation rights. The review drafts restrictions that respect those rights and decides, with the licensor, whether to prohibit error correction.

Open source components and their licences

Software that incorporates open source components is subject to those components' licences, and a copyleft licence can require the licensor to make its own source code available if it distributes the combined work. An AI draft may not mention open source at all, or may warrant that the software contains none. The review asks the licensor for its components list, adds a schedule of open source components and their licences, and drafts the warranty and the licence terms so that they are consistent with what the software contains.

Warranties, liability and the exclusions that survive

The AI draft's disclaimer of all warranties and its cap at the fees paid are US conventions. Under English law the licensor cannot exclude liability for death or personal injury caused by negligence under section 2 of the Unfair Contract Terms Act 1977, exclusions in standard terms against business licensees must be reasonable under section 3, and against consumers the rights in the Consumer Rights Act 2015 for digital content cannot be excluded. The review drafts a performance warranty for a period with re-performance as the remedy, a non-infringement warranty with an indemnity, a cap that reflects the fees and the licensor's insurance, and the mandatory carve-outs.

Maintenance, support, updates and audit

The review checks whether maintenance and support are included or separate, the support hours and response times, the versions supported, the right to updates and the licensor's right to charge for them, and the audit clause, which should be on notice, limited in frequency, conducted by an independent auditor under confidentiality, and give the licensee the chance to buy additional licences at the contract price where a shortfall is found. An AI draft may make every feature subject to change at the licensor's discretion, and the review confines that to what the licensor needs.

Termination, escrow, the US drafting and the boilerplate

The review drafts termination for breach and insolvency, with the effect on a perpetual licence stated, and considers escrow where the licensee will ask for it. It replaces the US drafting, the choice of a US state's law, the arbitration and class action provisions, the export control clause written for US law and the 'work made for hire' language, with English law and jurisdiction, the Export Control Order 2008 where the software is controlled, and an intellectual property clause that records the licensor's ownership. Payment terms carry interest under the Late Payment of Commercial Debts (Interest) Act 1998 for business licensees, and the licensor's data obligations under the UK GDPR and the Data Protection Act 2018 are addressed where the software collects or transmits personal data.

What it costs

Review of an AI-drafted contract, £495. One contract, returned as a marked-up Word document with my amendments as tracked changes, a clean version with the changes accepted, and a written explanation of the changes. Three working days from payment.

Buying online forms the engagement on payment. The scope is what the review of an ai-drafted contract 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

• Your own Word document returned with every amendment I consider necessary shown as a tracked change, so you can see exactly what I changed and accept or reject each one
• A clean version with every change accepted, ready to send
• Corrections to anything that is wrong as a matter of English law, unenforceable as drafted, or internally inconsistent
• Missing provisions added where the document has left a gap that matters: usually liability, termination, payment, intellectual property or data
• Comments in the margin where a clause is a commercial choice rather than a legal one, so the decision stays yours
• A written explanation of what I have changed and why, by email or as an attachment if it is lengthy, with anything you should think about before sending it out
• Follow-up questions on the mark-up answered by email, included

What is not included

• A full rewrite. This is a review and amendment of your document, not a replacement for it. If the draft is structurally unsuitable for the deal, I will say so and quote separately for drafting it properly
• A second round of amendments after you have changed the document again, which I can quote for
• Negotiating with the other side
• Advice on the law of any jurisdiction other than England and Wales
• Tax, accounting or regulatory advice
• Reviewing a document the other side drafted, which is the contract review service, at the same price

Questions I am often asked

Our AI-drafted licence prohibits all copying and reverse engineering. Is that enforceable?

Not so far as it purports to exclude the lawful user's rights to make a necessary back-up copy and to decompile for interoperability, which the Copyright, Designs and Patents Act 1988 protects. The review drafts restrictions that respect those rights and decides whether to prohibit error correction, which can be excluded.

The software uses open source libraries. Does the licence need to say so?

It does: the components' licences bind you and, for copyleft licences, can require you to make source code available if you distribute the combined work. The review adds a schedule of components and licences and drafts the warranty consistently.

Can we disclaim all warranties as the draft does?

Not under English law: liability for death or personal injury from negligence cannot be excluded, business exclusions must be reasonable and consumer rights for digital content cannot be excluded at all. The review drafts a performance warranty, a non-infringement warranty and a cap that will hold.

Related guidance and services

• Review of an AI-drafted contract, £495, the service this page describes
• SaaS and technology contracts, £995
• Getting AI-drafted SaaS terms checked
• Reviewing a software licence from a vendor

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.