1. Correct wording for the UK
For UK customers it is better not to call the transaction a “purchase of software” if ownership of the intellectual property is not transferred. The correct commercial wording is:
- Subscription: “RSG Software Subscription Licence Agreement” or “Terms of Supply and Software Licence Agreement”.
- Perpetual licence: “RSG Perpetual Software Licence Agreement”.
- Commercial document: “Order Form”, “Quotation” or “Invoice”, which states the licence model, Revit Server versions, number of users, term and price.
In the UK text below, “licence” is used with UK spelling. RSG is licensed, not sold, and no assignment of copyright or source code is made unless a separate written agreement expressly says so.
2. Website Terms of Supply and Software Licence Terms
Last updated: [insert date]
These Terms of Supply and Software Licence Terms (“Terms”) apply to the supply of the Revit Server Guard software product (“RSG”, the “Software”) by Sidorenko R.A. (“Licensor”, “we”, “us”) to the customer identified in the relevant order, invoice or licence key (“Customer”, “Licensee”, “you”).
2.1 Business customers
Unless expressly agreed otherwise in writing, RSG is supplied for business, professional and organisational use only. If you are acting as a consumer, you must notify us before placing an order because mandatory consumer cancellation and digital content rules may apply.
2.2 Formation of contract
A contract is formed when we accept your order, issue an invoice or provide a licence key, whichever occurs first. Payment of an invoice or use of the licence key confirms acceptance of these Terms and the applicable order details.
2.3 Licence scope
The licence is limited to the Revit Server versions, users, servers, territories, licence count, term and support period stated in the licence key, invoice or order form. Future major versions of RSG for future Revit Server versions are separate commercial items unless expressly included.
2.4 Delivery
Delivery is made electronically by providing access to the installer package and a licence file. The package may include Admin Panel, API and NetTcpProxy components. You are responsible for the target infrastructure, including .NET 8 Runtime, Windows Service configuration, server permissions, backups and network security.
2.5 Price and taxes
Prices are as stated in the order, invoice or checkout page. Prices are exclusive of any applicable taxes, duties, withholding, bank fees and currency conversion charges unless stated otherwise. You are responsible for any taxes imposed in your jurisdiction.
2.6 Digital download and cancellation notice
If mandatory UK consumer rules apply, the customer may have statutory cancellation rights. For immediate access to digital content, the checkout must ask the customer to request immediate supply and acknowledge that statutory cancellation rights may be lost once download or activation starts.
2.7 No assignment of IP
All intellectual property rights in RSG remain with the Licensor or relevant rights holders. The Customer receives only the licence rights expressly granted in these Terms and the applicable agreement.
2.8 Support and updates
Support and updates are provided only for the paid term and paid Revit Server versions stated in the order. Unless expressly included, support does not cover third-party infrastructure, Autodesk products, Microsoft Windows configuration, IIS configuration, data recovery or customer-side security incidents.
2.9 Warranties
RSG is provided with reasonable skill and care and in accordance with the documentation in all material respects. The Software is not warranted to be error-free, uninterrupted or suitable for every infrastructure configuration.
2.10 Liability
Nothing in these Terms limits liability that cannot legally be limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation. Subject to that, the Licensor is not liable for indirect losses, loss of profit, loss of revenue, loss of contracts, business interruption, loss of goodwill, loss or corruption of data, or costs arising from customer-side misconfiguration.
2.11 Governing law
Unless another law and forum are stated in a signed order form, these Terms are intended to be governed by the laws of England and Wales, and disputes are intended to be submitted to the courts of England and Wales. This clause requires final review before publication.
3. UK Software Licence Agreement draft
3.1 Parties
This Software Licence Agreement is made between Sidorenko R.A., as Licensor, and the Customer identified in the Order Form, as Licensee.
3.2 Grant of licence
The Licensor grants the Licensee a non-exclusive, non-transferable, non-sublicensable licence to install and use RSG solely for internal business purposes and only within the purchased configuration.
3.3 Subscription licence
For a subscription, the licence remains active only for the paid subscription period. On expiry or termination, the Licensee must stop using RSG unless a renewal licence is issued.
3.4 Perpetual licence
For a perpetual licence, the Licensee may use the purchased major version and covered Revit Server versions without a fixed end date, subject to compliance with the agreement. A perpetual licence does not include future major versions, support or updates unless expressly stated.
3.5 Restrictions
The Licensee must not copy RSG except for backup and deployment purposes, reverse engineer it except where mandatory law permits, remove licence checks, share licence files outside the licensed organisation, resell access, or use the Software to provide hosted services to third parties unless expressly permitted.
3.6 Acceptance and records
The Software is deemed accepted when the licence file is delivered or when RSG is first activated, unless the Customer reports a material installation-blocking defect within [5] business days.
3.7 Termination
The Licensor may suspend or terminate the licence if the Customer materially breaches payment, licence scope, confidentiality, export, security or anti-circumvention obligations and fails to remedy the breach where remedy is possible.
4. Checkout notices to show before payment or download
Suggested checkbox: “I request immediate electronic supply of the RSG installer and licence file and acknowledge that, where consumer cancellation rights apply, I may lose the right to cancel after download or activation begins.”
Suggested checkbox: “I confirm that I am purchasing RSG for business/professional use and that I accept the RSG Terms of Supply and Software Licence Terms.”
5. Items to confirm before final publication
- Will UK sales be B2B only, or can consumers buy licences?
- Will you charge UK VAT, sell through a marketplace, or invoice directly from your current tax status?
- Do you want England and Wales as governing law, or your seller-side jurisdiction?
- Will subscriptions auto-renew, or will each renewal require a new invoice/payment?