End-User Licence Agreement (EULA) (UK)
PLEASE READ THIS END-USER LICENCE AGREEMENT (“EULA” OR “AGREEMENT”) CAREFULLY BEFORE USING THE SOFTWARE. BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU (“USER” OR “LICENSEE”) AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
This Agreement is effective as of [Effective Date] (the “Effective Date”) and is entered into by and between:
[Licensor Name], with its registered or principal address at [Licensor Address], [Licensor City], [Licensor Postcode], England (hereinafter referred to as the “Licensor”); and
The end user who accepts the terms of this Agreement (hereinafter referred to as the “Licensee” or “User”).
This Agreement governs the use of the software application known as [Software Name], version [Software Version] (the “Software”), including all updates, upgrades, and accompanying documentation. The Software is available at [Licensor Website].
1. SOFTWARE DESCRIPTION
1.1 The Software is described as follows: [Software Description].
1.2 The Software is designed to operate on the following platforms: [Supported Platforms].
1.3 The Licensor retains all right, title, and interest in and to the Software, including all intellectual property rights therein. The Software is protected by the Copyright, Designs and Patents Act 1988 and applicable international copyright treaties.
2. LICENCE GRANT AND RESTRICTIONS
2.1 Subject to the terms and conditions of this Agreement and payment of the applicable licence fee of £[Licence Fee] (exclusive of VAT), the Licensor hereby grants to the Licensee a [Licence Type], non-transferable, non-sublicensable, revocable licence to install and use the Software on up to [Max Users] authorised device(s) or user seat(s) solely for the Licensee’s personal or internal business purposes.
2.2 The Licensee shall NOT:
- copy, modify, adapt, translate, or create derivative works of the Software;
- reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Software, except to the extent expressly permitted by section 50B of the Copyright, Designs and Patents Act 1988 (decompilation for interoperability);
- rent, lease, loan, sell, sublicense, distribute, or otherwise transfer the Software to any third party;
- remove, alter, or obscure any proprietary notices, labels, or marks on the Software; or
- use the Software for any unlawful purpose or in violation of any applicable laws or regulations.
3. TERM AND TERMINATION
3.1 This Agreement shall commence on the Effective Date and shall remain in effect for the duration of the [Licence Type] licence period, unless earlier terminated in accordance with this clause.
3.2 The Licensor may terminate this Agreement immediately upon written notice if the Licensee breaches any term or condition of this Agreement.
3.3 Upon termination, the Licensee shall immediately cease all use of the Software and destroy all copies of the Software in the Licensee’s possession or control.
3.4 Clauses relating to intellectual property ownership, limitation of liability, disclaimer of warranties, and governing law shall survive termination of this Agreement.
4. INTELLECTUAL PROPERTY
4.1 The Software is protected by the Copyright, Designs and Patents Act 1988 and international copyright treaties. The Licensor retains all right, title, and interest in and to the Software, including all copyrights, patents, trade secrets, trade marks, and other intellectual property rights.
4.2 The Licensee acknowledges that the Software is licensed, not sold, and that this Agreement does not convey any ownership interest in the Software.
5. CONSUMER RIGHTS — DIGITAL CONTENT
5.1 Where the Licensee is a consumer (as defined in section 2 of the Consumer Rights Act 2015), the Software must be of satisfactory quality, fit for a particular purpose, and as described, in accordance with sections 34, 35, and 36 of the Consumer Rights Act 2015 (Chapter 3 — Digital Content).
5.2 If the Software does not conform to the contract, the consumer has the right to a repair or replacement and, if the non-conformity cannot be repaired or replaced, or if the repair or replacement is not carried out within a reasonable time, the right to a price reduction.
5.3 Nothing in this Agreement shall exclude or limit the Licensee’s statutory rights under the Consumer Rights Act 2015.
6. DISCLAIMER OF WARRANTIES
6.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO CLAUSE 7 (CONSUMER RIGHTS), THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
6.2 THE LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
7. LIMITATION OF LIABILITY
7.1 Nothing in this Agreement shall exclude or limit the Licensor’s liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited under the laws of England and Wales.
7.2 Subject to clause 9.1, the Licensor shall not be liable to the Licensee for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, business opportunities, or goodwill, arising out of or in connection with this Agreement or the use or inability to use the Software, regardless of the theory of liability.
7.3 Subject to clause 9.1, the Licensor’s total aggregate liability under this Agreement shall not exceed the amount of licence fees actually paid by the Licensee to the Licensor in the twelve (12) months preceding the event giving rise to the claim.
8. DATA PROTECTION AND PRIVACY
8.1 The Licensee acknowledges that the Software may collect certain usage data and personal information in accordance with the Licensor’s Privacy Policy available at [Licensor Website].
8.2 The Licensor shall process any personal data collected through the Software in compliance with the Data Protection Act 2018 (UK GDPR). The Licensee may exercise their data subject rights by contacting the Licensor at [Support Email].
9. UPDATES AND MODIFICATIONS
9.1 The Licensor may, at its sole discretion, provide updates, patches, or upgrades to the Software. The Licensor reserves the right to modify the terms of this Agreement at any time by providing reasonable notice to the Licensee. Continued use of the Software after such notice constitutes acceptance of the modified terms.
10. SUPPORT
10.1 For technical support enquiries, the Licensee may contact the Licensor at [Support Email]. The Licensor shall use commercially reasonable efforts to respond to support requests but does not guarantee specific response times or resolution of all issues.
11. THIRD PARTY RIGHTS
11.1 A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
12. SEVERABILITY
12.1 If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity shall not affect any other provision, and the remaining provisions shall continue in full force and effect.
13. ENTIRE AGREEMENT
13.1 This Agreement constitutes the entire agreement between the Licensor and the Licensee with respect to the use of the Software and supersedes all prior and contemporaneous negotiations, understandings, representations, and agreements, whether written or oral.
14. GOVERNING LAW AND JURISDICTION
14.1 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales.
14.2 Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.
BY INSTALLING OR USING THE SOFTWARE, THE LICENSEE ACKNOWLEDGES THAT THE LICENSEE HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.
LICENSOR:
[Licensor Name]
Registration: [Licensor Reg No.]
Date: [Signature Date]
Licensor
________________
Signature
Date: ________________
Licensee
________________
Signature
Date: ________________
What Is a End-User Licence Agreement (EULA) (UK)?
An End-User Licence Agreement (EULA) in the United Kingdom grants permission to use the owner's rights or brand and sets the scope, territory, fees, and duration of that licence, and is governed by the Consumer Rights Act 2015.
The EULA grants the end user a licence to use the software rather than selling the software outright. This distinction is important because it means the licensor retains all intellectual property rights in the software, including copyright (protected under the CDPA 1988), trade marks, patents, and database rights. The licence defines what the user may and may not do with the software, including restrictions on copying, modification, reverse engineering, and redistribution.
Chapter 3 of the Consumer Rights Act 2015 (sections 33 to 47) introduced specific statutory rights for consumers who purchase digital content, which includes software, music, video, e-books, and mobile applications. Under section 34, digital content supplied to a consumer must be of satisfactory quality. Under section 35, it must be fit for any particular purpose made known to the trader. Under section 36, it must match any description given. If the software fails to meet these standards, the consumer has the right to a repair or replacement, and if the issue cannot be resolved, a price reduction or refund. These rights cannot be excluded by a EULA.
The Data Protection Act 2018 (which incorporates the UK GDPR) is relevant wherever the software collects, processes, or stores personal data. The EULA should work alongside the licensor's privacy policy to confirm transparency about data processing activities and compliance with the six data protection principles. The Contracts (Rights of Third Parties) Act 1999 should be expressly excluded to prevent unintended enforcement by third parties.
The legal framework governing the End-User Licence Agreement (EULA) (UK) in United Kingdom draws on several key statutes and regulatory bodies. Under the Companies Act 2006, Companies House maintains the register of UK companies. Section 386 of the Companies Act 2006 sets accounting record obligations. The Competition and Markets Authority (CMA) enforces the Consumer Rights Act 2015. The Financial Conduct Authority (FCA) regulates financial services under the Financial Services and Markets Act 2000. The High Court of Justice has jurisdiction under the Senior Courts Act 1981. Parties executing a End-User Licence Agreement (EULA) (UK) in United Kingdom should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Companies Act 2006 sets the foundational requirements.
When Do You Need a End-User Licence Agreement (EULA) (UK)?
A UK End-User Licence Agreement is essential whenever a business distributes software, a mobile application, a SaaS product, or any other digital content to users in England and Wales. The EULA defines the legal relationship between the licensor and each individual user and is typically presented to the user at the point of installation or first use, often through a click-wrap mechanism where the user must click 'I Agree' before proceeding.
The most common situations requiring a UK EULA include: launching a new software product or mobile application on app stores or via direct download; providing access to a cloud-based or SaaS platform; distributing free or open-source software with specific usage restrictions; providing trial or evaluation copies of commercial software; selling perpetual or subscription-based software licences to businesses or consumers; and white-labelling or embedding software components into third-party products.
Startups and independent developers should pay particular attention to the Consumer Rights Act 2015 requirements when selling to consumers. If the software is sold through an online platform (such as Apple App Store or Google Play), the platform's own terms of service may impose additional requirements. However, a standalone EULA provides additional legal protection and confirms that the developer's intellectual property rights and liability limitations are clearly communicated.
Businesses distributing software internationally from the UK should be aware that a EULA governed by English law protects the licensor within the England and Wales jurisdiction, but local consumer protection laws in other countries may also apply to users in those jurisdictions. The Data Protection Act 2018 requires that any transfer of personal data outside the UK has appropriate safeguards in place.
Parties in United Kingdom should prepare a End-User Licence Agreement (EULA) (UK) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under the Companies Act 2006, Companies House maintains the register of UK companies. Section 386 of the Companies Act 2006 sets accounting record obligations. The Competition and Markets Authority (CMA) enforces the Consumer Rights Act 2015. The Financial Conduct Authority (FCA) regulates financial services under the Financial Services and Markets Act 2000. The High Court of Justice has jurisdiction under the Senior Courts Act 1981. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your End-User Licence Agreement (EULA) (UK)
A thorough UK EULA should contain several essential provisions that reflect the specific requirements of English law and UK regulatory frameworks for digital content.
The licence grant clause defines the scope of the licence: whether it is perpetual or subscription-based, the number of authorised users or devices, and the permitted uses. It should clearly state that the software is licensed, not sold, and that the licensor retains all intellectual property rights under the Copyright, Designs and Patents Act 1988.
The usage restrictions clause must specify what the user may not do with the software. While restrictions on reverse engineering and decompilation are generally enforceable, the EULA must acknowledge the statutory exception in section 50B of the CDPA 1988, which permits decompilation for the purpose of achieving interoperability with another program. This right cannot be overridden by contract under section 296A.
The consumer rights clause is essential where the software is supplied to consumers. Under Chapter 3 of the Consumer Rights Act 2015, digital content must be of satisfactory quality, fit for purpose, and as described. The EULA must not contain terms that purport to exclude these statutory rights, as such terms would be unenforceable under section 62 of the CRA 2015.
The limitation of liability clause should distinguish between liabilities that cannot be excluded under English law (death or personal injury caused by negligence, fraud, and fraudulent misrepresentation) and other liabilities that may be limited or excluded subject to the reasonableness test under the Unfair Contract Terms Act 1977 or the fairness test under the CRA 2015. A financial cap on aggregate liability is standard.
The data protection clause should reference the licensor's privacy policy and confirm compliance with the Data Protection Act 2018 (UK GDPR). It should explain what personal data the software collects, the legal basis for processing, and how users can exercise their data subject rights. The governing law and jurisdiction clause should specify England and Wales. The exclusion of third-party rights under the Contracts (Rights of Third Parties) Act 1999 prevents enforcement by non-parties.
Additional compliance elements for a End-User Licence Agreement (EULA) (UK) used in United Kingdom include: Under the Companies Act 2006, Companies House maintains the register of UK companies. Section 386 of the Companies Act 2006 sets accounting record obligations. The Competition and Markets Authority (CMA) enforces the Consumer Rights Act 2015. The Financial Conduct Authority (FCA) regulates financial services under the Financial Services and Markets Act 2000. The High Court of Justice has jurisdiction under the Senior Courts Act 1981. Forms-legal.com provides this template as a starting point for United Kingdom-compliant documentation.
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Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). End-User Licence Agreement (EULA) (UK) (United Kingdom) [Legal document template]. Forms Legal. https://forms-legal.com/uk/business/contracts/end-user-licence-agreement-uk
"End-User Licence Agreement (EULA) (UK) (United Kingdom)." Forms Legal, 2026, https://forms-legal.com/uk/business/contracts/end-user-licence-agreement-uk.
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author = {{Forms Legal}},
title = {End-User Licence Agreement (EULA) (UK) (United Kingdom)},
year = {2026},
howpublished = {\url{https://forms-legal.com/uk/business/contracts/end-user-licence-agreement-uk}},
note = {Free legal document template. Based on Companies Act 2006}
}Also available for these jurisdictions:
Frequently Asked Questions
Yes, a EULA is enforceable as a contract under English common law, provided the user has given genuine consent to its terms (for example, by clicking 'I Agree' or through a browse-wrap mechanism). However, terms that are unfair to consumers may be unenforceable under Part 2 of the Consumer Rights Act 2015. Section 62 of the CRA 2015 provides that a term in a consumer contract is unfair if, contrary to the requirement of good faith, it causes a significant imbalance in the parties' rights and obligations to the detriment of the consumer. Terms that seek to exclude liability for faulty digital content or restrict the consumer's statutory remedies under Chapter 3 of the CRA 2015 are particularly vulnerable to challenge. For business-to-business EULAs, the Unfair Contract Terms Act 1977 applies, requiring exclusion and limitation clauses to satisfy the reasonableness test in section 11.
Chapter 3 of the Consumer Rights Act 2015 (sections 33 to 47) establishes specific rights for consumers who purchase digital content. Under section 34, digital content must be of satisfactory quality; under section 35, it must be fit for a particular purpose made known to the trader; and under section 36, it must be as described. If the digital content does not conform to the contract, the consumer has the right to a repair or replacement (section 43). If the defect cannot be fixed within a reasonable time, the consumer has the right to a price reduction, which may be a full refund (section 44). Importantly, under section 47, if defective digital content damages a consumer's device or other digital content, the trader must either repair the damage or compensate the consumer. These statutory rights cannot be excluded or limited by a EULA.
A UK EULA can generally restrict reverse engineering, decompilation, and disassembly of the software. However, section 50B of the Copyright, Designs and Patents Act 1988 provides a statutory right to decompile a computer program for the purpose of achieving interoperability with another program, and this right cannot be overridden by contract (section 296A CDPA 1988). The decompilation must be necessary to obtain information needed to create an independent program that can interoperate with the licensed software, and the information obtained cannot be used for any other purpose or shared with third parties. Additionally, section 50BA permits the observation, study, and testing of a computer program to determine its underlying ideas and principles during any act of loading, displaying, running, transmitting, or storing the program that the user is entitled to perform. A well-drafted UK EULA will acknowledge these statutory exceptions.
Where the software collects or processes personal data (such as user accounts, usage analytics, or device information), the Licensor must comply with the Data Protection Act 2018, which incorporates the UK General Data Protection Regulation (UK GDPR) into domestic law. The EULA should reference the Licensor's privacy policy and confirm that personal data is processed lawfully and transparently. Key requirements include providing a clear legal basis for processing (such as consent or legitimate interests under Article 6 UK GDPR), implementing appropriate technical and organisational security measures, allowing users to exercise their data subject rights (access, rectification, erasure, portability), and, where data is transferred outside the UK, ensuring adequate safeguards are in place. Failure to comply with the DPA 2018 can result in significant fines from the Information Commissioner's Office (ICO).
Yes. Under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (SI 2013/3134), consumers who purchase digital content online or at a distance have a 14-day cooling-off period during which they can cancel the contract and receive a full refund. However, the consumer loses this cancellation right if they give explicit consent for the digital content to be supplied during the cancellation period and acknowledge that they will lose their right to cancel. The trader must obtain this consent before supply begins. For subscription-based software, the consumer can cancel at any time during the 14-day period if supply has not yet commenced. These regulations apply to all digital content contracts concluded between a trader and a consumer at a distance or off-premises.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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