Software & IT Contracts

We advise on and assist with all cloud agreements and all other key forms of software and IT contracts, including Platform-as-a-Service and Infrastructure-as-a-Service agreements. We regularly negotiate contracts which align security, intellectual property, service levels and data control with operational needs. We provide guidance on specialised terms with major providers like AWS, Microsoft Azure, Google Cloud, Salesforce and Oracle. We also assist with cloud compliance issues under GDPR regulations. 

We review and strengthen EULAs protecting software companies’ intellectual property while minimising liability risks. We draft compliant user terms aligned with distribution models such as on-premise installs, embedded software, and subscription models. Our lawyers stay on top of case law impacting the enforceability of EULAs, specialising in intellectual property. We know that the nature of intellectual property rights can be nuanced for each of our clients, so we make sure we get down to the detail to ensure our clients’ interests are understood and protected.

We develop mobile and web app terms to provide an accurate depiction of how the app works, and limiting legal risks for our clients. We ensure compliance with app store requirements and craft accessible privacy policies meeting applicable data standards. Our app agreements balance strong intellectual property protection with fair use rights for maximum distribution.

We strengthen outsourcing agreements to control legal liability. Our approaches balance outsourcing parties’ interests, including service level mandates, intellectual property, security, payment timelines and confidentiality requirements.

We strengthen outsourcing agreements to control legal liability. Our approaches balance outsourcing parties’ interests, including service level mandates, intellectual property, security, payment timelines and confidentiality requirements.

In the fast-paced business environment a company may experience challenges which could ultimately lead to legal risk. This may be caused by a number of different factors, including not having the right contracts in place, not following best practice, or not having or following the necessary legal policies.

A commercial legal audit is an effective review of certain key contracts as well as certain policies to ensure that not only are your contracts adequately protected but also to ensure that you have the right procedures in place to make sure those contracts are working for you. The audit consists of advising on certain elements of key contracts and policies as well as ways of incorporating a business’ standard terms and conditions. The review is done from a commercial law perspective and all advice is based on English law.

We closely track privacy laws worldwide and provide specialised English law counsel on incorporating compliance requirements into cloud agreements under the GDPR post-Brexit. We frequently work with and manage overseas counsel so our clients get a full-rounded international approach when using cloud services overseas.

We can draft all manner of different arrangements to protect your business, regardless of your route to market. Whether it be indirect, through resellers or even value added resellers, we understand the nuances and challenges and apply a pragmatic approach to our advice. In addition we can provide customised EULAs which are designed specifically to protect your software business. We would consider all provisions carefully, such as warranties and provisions around damages, to make sure you are compliant with applicable laws.

Your app terms and conditions need clear statements on topics such as intellectual property, limitations of liability and appropriate warranties. Please speak to us so we can review what you have to make sure it is the most protective for your business, or we can craft bespoke documents to protect your business from the outset.

English and Welsh law includes a number of restrictions on terms which businesses can include in contracts with consumers which do not apply when they are contracting with other businesses.

Firstly, the terms need to be easy to understand and legal jargon should be avoided. Therefore on the whole, business to business contracts are drafted in a completely different way to business to consumer contracts

There is also requirements for the terms to be fair when it comes to contracting with consumers (and the law determines what is and is not fair), albeit in some circumstances this requirement does also apply to business to business contracts. Therefore some protections which would be permissible when contracting with businesses would not be so when dealing with consumers.

In addition, consumers have certain implied rights which businesses do not have. This includes termination rights, rights to receive certain information and certain other rights in respect of goods and services which don’t accord with the requirements of the contract.

It is imperative that the rules are followed when contracting with consumers as there can be repercussions for failing to do so. Therefore expert advice is always advisable.