Subscription Licence Agreement for the United Kingdom

Subscription Licence Agreement Template for England and Wales

A Subscription Licence Agreement is a legal contract governed by the laws of England and Wales that establishes the terms and conditions under which a licensor grants a licensee access to specific content, software, or services on a subscription basis. It covers key aspects including licence scope, subscription duration, payment terms, usage rights, intellectual property protection, and service levels. The agreement ensures compliance with UK legislation including data protection, consumer rights, and intellectual property laws.

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What is a Subscription Licence Agreement?

This Subscription Licence Agreement is designed for use under English and Welsh law when establishing ongoing subscription-based access to licensed materials. It is particularly relevant for software, content, and service providers who offer their products on a subscription basis. The agreement addresses essential elements including licence scope, subscription terms, payment structures, usage rights, and compliance with UK regulatory requirements. It provides a comprehensive framework for managing the relationship between licensor and licensee while protecting both parties' interests.

What sections should be included in a Subscription Licence Agreement?

1. Parties: Identifies the contracting parties and their legal details

2. Background: Sets out the context and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement

4. Licence Grant: Specifies the scope, nature, and limitations of the licence

5. Subscription Terms: Details subscription period, renewal, and termination conditions

6. Payment Terms: Outlines fees, payment schedule, and billing arrangements

7. Intellectual Property Rights: Establishes ownership and protection of IP

8. Confidentiality: Governs handling of confidential information

9. Limitation of Liability: Sets out liability caps and exclusions

10. Governing Law: Specifies applicable law and jurisdiction

What sections are optional to include in a Subscription Licence Agreement?

1. Data Protection: Required if personal data is processed under UK GDPR and Data Protection Act 2018

2. Service Levels: Defines performance standards and metrics for software or platform subscriptions

3. Territory Restrictions: Defines geographical limitations of the licence

4. Technical Support: Details support services provided as part of the subscription

What schedules should be included in a Subscription Licence Agreement?

1. Schedule 1 - Subscription Fees: Detailed pricing structure and payment terms

2. Schedule 2 - Licensed Materials: Detailed description of licensed content or software

3. Schedule 3 - Service Level Agreement: Detailed performance metrics and standards

4. Schedule 4 - Technical Requirements: System requirements and technical specifications

5. Schedule 5 - Data Processing Agreement: Terms governing processing of personal data under UK GDPR

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

England and Wales

Publisher

Genie AI

Document Type

License Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Industries

Common Law of Contract: Fundamental principles of contract law in England and Wales, including offer, acceptance, consideration, and intention to create legal relations

Unfair Contract Terms Act 1977: Regulates unfair terms in contracts, particularly exclusion and limitation clauses

Contracts (Rights of Third Parties) Act 1999: Governs how third parties may enforce terms of a contract

Consumer Rights Act 2015: Main consumer protection legislation for B2C contracts, covering quality of service, unfair terms, and consumer rights

Consumer Contracts Regulations 2013: Regulates distance selling and off-premises contracts, including cancellation rights and information requirements

Consumer Protection from Unfair Trading Regulations 2008: Prohibits unfair commercial practices between traders and consumers

UK GDPR: Post-Brexit data protection regulation governing the processing of personal data

Data Protection Act 2018: UK's implementation of data protection standards, complementing UK GDPR

Privacy and Electronic Communications Regulations: Governs electronic communications, including marketing and cookies

Copyright, Designs and Patents Act 1988: Main legislation governing intellectual property rights in the UK

Trade Marks Act 1994: Governs the registration and protection of trademarks in the UK

Electronic Commerce Regulations 2002: Regulates electronic commerce and digital services provision

Electronic Communications Act 2000: Provides legal framework for electronic signatures and communications

Financial Services and Markets Act 2000: Regulates financial services activities and markets in the UK

Gambling Act 2005: Regulates gambling activities and services in the UK

Competition Act 1998: Prohibits anti-competitive behavior and agreements

Enterprise Act 2002: Provides framework for merger control and market investigations

Rome I Regulation: Determines applicable law in contractual obligations for cross-border contracts

Brussels I Regulation: Determines jurisdiction in cross-border legal disputes

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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