On Premise Software Licence Agreement Template for England and Wales

An On Premise Software Licence Agreement is a legal contract that governs the installation and use of software on your local infrastructure rather than accessing it through the cloud. Under England and Wales law, this agreement creates binding obligations between the software vendor and your organisation, establishing clear rights and responsibilities for both parties.

When do you need this document?

You need this agreement when deploying software solutions locally due to data security requirements, regulatory compliance obligations, or operational preferences. This is particularly common in sectors like finance, healthcare, and government where sensitive data must remain on-premises. The agreement is also essential when your organisation requires complete control over software deployment, customisation, or integration with existing systems. Additionally, you'll need this document when regulatory frameworks mandate local data storage or when your IT infrastructure operates in air-gapped environments without internet connectivity.

Key legal considerations

The licence grant section defines the scope of your software usage rights, including the number of users, permitted installations, and geographical limitations. Intellectual property clauses protect the vendor's copyright under the Copyright, Designs and Patents Act 1988 while establishing your rights to use the software as a literary work. Data protection provisions must comply with UK GDPR and the Data Protection Act 2018, particularly regarding personal data processing and cross-border transfers. Limitation of liability clauses are subject to the Unfair Contract Terms Act 1977, which restricts unreasonable exclusions. Support and maintenance terms define service levels, response times, and ongoing obligations. Termination clauses specify conditions for agreement ending and data return obligations.

Legal requirements in England and Wales

Under English law, your agreement must comply with consumer protection legislation if licensing to consumers, including statutory rights under the Consumer Rights Act 2015. The Computer Misuse Act 1990 requires security provisions addressing unauthorised access and system protection measures. Copyright compliance under the Copyright, Designs and Patents Act 1988 mandates proper attribution and restriction of reverse engineering activities. Data protection obligations under UK GDPR require lawful basis for processing, data subject rights provisions, and breach notification procedures. The Misrepresentation Act 1967 governs accuracy of software specifications and performance claims. Additionally, the agreement must include clear dispute resolution mechanisms and governing law clauses specifying English jurisdiction for legal proceedings.