Reviewing a data licence agreement

A data licence lets a business use someone else's dataset, feed or database in its products, its analysis or its models, and the licensor's agreement sets the limits: the permitted uses, the position on derived products, retention after termination, and what is promised about accuracy. The value of the licence lies in what the licensee may build with the data and keep, and that is where the negotiation is. I review the agreement from the licensee's side and return it marked up with a written explanation of the changes and which ones a data provider will accept, for a fixed fee of £495 in three working days.

Who this is for

Technology businesses, analytics firms, marketers, researchers, insurers and any business in England and Wales licensing a dataset, a market data feed, a property or company database, mapping data, a contact list or a training dataset from a data provider, and want to know what they may do with it and what they keep. The licensee and the licensor are businesses; where the data includes personal data, data protection law governs both.

What to look for in a data licence agreement

What rights the licensor has in the data

A collection of data can be protected as a database by copyright under section 3A of the Copyright, Designs and Patents Act 1988 where the selection or arrangement is the author's own intellectual creation, and by the database right under the Copyright and Rights in Databases Regulations 1997 where there has been substantial investment in obtaining, verifying or presenting the contents. Individual facts are not protected. The review checks what the licensor claims to own, whether it warrants that it has the right to license the data and that the data was lawfully obtained, and whether the licence is a licence at all or an access subscription that can be withdrawn.

Permitted use, derived data and the models you train

The permitted use clause decides the value: internal use only, use in the licensee's products, use to train models, resale, and the number of users or systems. The review checks each against the licensee's plans and concentrates on derived data: aggregated, transformed or modelled outputs that the licensor's terms may treat as its own or require to be deleted on termination. It asks for the licensee to own derived data and models that do not reproduce the licensed data, to keep them after termination, and for the restriction on reverse engineering the dataset to be limited to reconstructing it.

Personal data: lawful basis, transparency and the licensor's warranties

Where the data includes personal data, the licensor and the licensee are each controllers under the UK GDPR and the Data Protection Act 2018. The licensee needs a lawful basis under Article 6 for its own processing, must give the individuals privacy information under Article 14 within a month of obtaining their data unless an exemption applies, and cannot rely on the licensor's consent for its own marketing. The review asks for the licensor to warrant that the data was collected lawfully and that the individuals were told it would be shared, for the licensor's privacy information to be produced, and for the parties' respective responsibilities for requests and complaints to be allocated. The Data (Use and Access) Act 2025 is amending these rules and the review notes the current position.

Accuracy, completeness, updates and the licensor's exclusions

Data providers disclaim accuracy, completeness and fitness for purpose and cap liability at the fees, and the licensee's product may depend on the data being right. The review asks for a warranty that the data conforms to the description and the specification, for update frequency and a correction process, for notice of changes to the schema or the feed, and for the licensor's exclusions to be tested for reasonableness under section 3 of the Unfair Contract Terms Act 1977 where the agreement is the licensor's standard form. It also checks the licensor's right to audit the licensee's use, which should be on notice and limited to compliance with the licence.

Delivery, access, security and scraping

The agreement should say how the data is delivered (file transfer, API, feed), the access credentials, the security obligations each way, and the licensee's obligation to protect the data from onward disclosure. The review checks that access is not conditional on the licensor's continued goodwill, that the licensee is not restricted from combining the data with its own, and that the licence does not prohibit the licensee from obtaining the same data elsewhere. Where the licensee obtained data by scraping a site, the review notes that access outside the site's terms can be unauthorised access under section 1 of the Computer Misuse Act 1990, and that a licence is the answer.

Fees, term, termination and what happens to the data

Fees are a subscription or a per-record charge with usage reporting, and the review checks fee changes, the term and renewal, and the Late Payment of Commercial Debts (Interest) Act 1998 position. It concentrates on termination: the licensor's right to terminate on notice, which should be long enough for the licensee to replace the data, the obligation to delete the licensed data, which should exclude derived data and the licensee's own records, the survival of licences to products already delivered to the licensee's customers, and the licensor's insolvency, where a licence of data under a subscription may end with the licensor.

What it costs

Standard review, £495. Marked-up document and a written explanation of the changes. Three working days.

Complex review, £895. Heavily negotiated or unusually complex documents. Five working days.

Buying online forms the engagement on payment. The scope is what the contract review 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 contract returned with my amendments as tracked changes, plus a clean version with every change accepted, ready to send to the other side
• Comments in the document where a point needs explaining
• A written explanation of what I have changed and why, by email or as an attachment if it is lengthy, marking the points I would hold firm on and the ones that are negotiable
• A view on what is normal market practice and what is the other side pushing their luck
• One round of follow-up questions by email, included

What is not included

• Negotiating directly with the other side, which I quote separately once I know who is on the other side. Where the other side is willing to share a live document, I can work in that document directly
• Drafting a replacement contract from scratch
• Advice on the law of any jurisdiction other than England and Wales
• Tax, accounting or regulatory advice
• Disputes about a contract that is already signed

Questions I am often asked

We have built a model on the licensed data. Do we have to delete it when the licence ends?

Only if the agreement treats the model as derived data that must be deleted, and licensor terms do. The review asks for models and aggregated outputs that do not reproduce the licensed data to be yours and to survive termination, with only the licensed data itself deleted.

The dataset includes people's details. Can we use it for marketing?

Only with your own lawful basis and your own compliance with the marketing rules; the licensor's consent does not carry over to you. The review checks what the individuals were told, what the licensor warrants about collection, and what you must tell them within a month of obtaining their data.

The licensor gives no warranty that the data is accurate. Is that normal?

It is the starting point in data providers' terms. The review asks for a warranty of conformity with the specification, an update and correction process, and a cap on liability that reflects the value of the data to your product rather than the fees for a month.

Related guidance and services

• Contract review, £495, the service this page describes
• Data protection agreements and privacy terms, £795
• AI contracts and AI use policies, £995
• Reviewing an API terms of use agreement
• Reviewing a contract before you buy a business's customer list

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.