When a business wishes to test the suitability of a particular software package before it commits to a purchase or licensing, it may look to reach what is known as a “software evaluation agreement” with the software provider. 

A software evaluation agreement is a temporary and legally binding contract between the given software provider and the potential customer. 

It grants the user a limited and non-exclusive licence to test the software for a specific period, during which they can assess the software and come to a judgement on its suitability for their needs. 

Why is a software evaluation agreement important and beneficial? 

By clearly defining the rights and obligations of both the provider and the customer, a software evaluation agreement can give a good standard of protection to both parties. The clarity that it provides helps to prevent misunderstandings and potential disputes. 

• For the software vendor, this type of agreement greatly helps to manage risk. It does this by safeguarding the intellectual property of the provider, in addition to limiting their liability during the trial period. 
• For the software user, this type of agreement gives them the opportunity to thoroughly assess the given software package’s capabilities, before they make what may be a very significant financial commitment. 

What are the typical elements that make up a software evaluation agreement? 

Also often referred to as a “trial licence” or a “beta-test agreement”, a software evaluation agreement typically includes the following defined terms and conditions: 

• The “evaluation period”, whether this is defined by start and end dates or event-driven termination 
• The permitted scope – including information on features, environments, and user counts, as well as an emphasis on non-production use 
• Confidentiality terms to protect the software vendor’s code, documentation, and knowhow 
• Details on intellectual property, setting out that the software provider retains all rights and the evaluator does not get any ownership 
• Liability and disclaimers, including “as-is” delivery and limitations of warranty and damages 
• Support and updates – usually, with this kind of agreement, there will be minimal or none. 

Is a process agent in the UK needed for a software evaluation agreement? 

It isn’t automatically the case that a UK-based process agency will always need to be appointed in relation to a software evaluation agreement. 

• A process agent in the UK will typically be needed if the software evaluation agreement is a cross-border transaction governed by English law, and one or more of the parties lack a physical presence (such as a registered address) in the UK. 
• A process agent in the UK won’t typically be needed if both parties are based in the UK, or if the agreement is not governed by English law. In addition, if a non-UK party in the contract does have a registered office or an alternative physical presence in the UK, it may not be necessary for them to appoint a process agent, as they can be served directly in the event of any later disputes. 

A few things to bear in mind about UK-based process agency services 

Remember: a UK-based process agent acts as a local representative for the appointing party in the UK. Whoever is appointed to serve as a given party’s process agent in the UK can receive legal notices, court documents, or other formal communications on the non-resident party’s behalf. This allows for proper service for the purposes of court procedural requirements, in the (hopefully unlikely) event of a dispute later occurring between the parties to the agreement. 

In a situation where a process agent in the UK does need to be appointed, this will typically be a contractual requirement, stipulated by the counterparty (so, in the case of a software evaluation agreement, the software provider). 

If, then, a business wishes to enter this kind of contract with the software vendor, the appointment of a UK process agent really will be essential. They won’t have a “choice” in the matter, and if they do refuse to accept this condition, the contract will not be able to proceed. 

Enquire to London Registrars to find out more about process agents in the UK 

Do you have any further questions about how a process agent in the UK works, and would you be interested in learning more about our own service at London Registrars? If so, please don’t hesitate to download our process agency brochure, before reaching out to our professionals directly. You can call us on 0044 20 7608 0011.