Expertise/IT and Technology Companies

Service

Licence Agreements and Service Access

Under a licence, the user obtains from the rights holder or its partner the right to use a computer program or database on its own systems. With access to a service, the product remains with the rights holder, and the user works with it under a pricing plan.

We are most often instructed by:

  • Rights holders making a product available under a licence
  • Providers of services on the SaaS model
  • Partners distributing a product under a sublicence

The information on this website is provided for information purposes only and does not constitute a public offer.

What the Service Includes

Timing and Fees
–timing on request
from ₽fee on request

Timing and fees are indicative and are confirmed when the engagement is agreed.

01 / Overview
Which contract applies

The contractual model is determined by how the product is made available to the user.

Licence agreement. Used where the product is installed on the user's systems or supplied to the user as a copy. The scope of the rights granted, the territory and term, the permitted methods of use and the restrictions are defined.

End-user terms. For computer programs and databases, a licence agreement may be concluded in a simplified manner, as a contract of adhesion: the terms are set out on the copy, on the packaging or in electronic form.

Service access, SaaS model. Used where the product is hosted by the rights holder and the user obtains access under a pricing plan. The key points are availability parameters, the procedure for maintenance work, rights to user data and the procedure for terminating access.

Sublicensing and partner arrangements. Rights are granted to a partner for onward grant to users within the limits of the rights it has received from the rights holder.

Licences for trademarks, inventions and other intellectual property fall under the “Licence Agreements” service of the Intellectual Property practice.

02 / Outcome
Service Outcome
  • Contract reflecting the sales modelA version that corresponds to how the product is actually made available to users.
  • Terms for usersText placed in the product, with a defined procedure for acceptance and for recording the version.
  • Partner document setSublicence agreements setting out the scope of the partner's rights and the reporting procedure.
  • Procedure for changing termsA method of changing pricing plans and terms within the limits permitted by law, including in relations with consumers, without re-concluding the contract with each user.

The outcome of the service is the work performed within the scope agreed with the client.

03 / Projects
Selected Projects
01 / 04

Purchase of a group of companies

Purchase of a producer of digital solutions for equipment management and monitoring

Challenge

Advising the buyer on the acquisition of shares in a foreign company that owns a Russian manufacturer of industrial equipment and digital solutions for equipment management and monitoring. The acquisition of the foreign company was governed by English law.

What was done

Comprehensive legal due diligence of the Russian business was carried out, covering its contractual relationships and intellectual property rights, and the foreign ownership structure was analysed. The findings were reflected in the terms of the transaction and the arrangements for its closing.

Purchase of an interest

Purchase of an interest in an app developer with an audience of more than 1.5 million users a week

Challenge

Advising the buyer on the acquisition of an interest in a company developing a healthy lifestyle app. The app's weekly audience exceeded 1.5 million users worldwide.

What was done

Comprehensive legal due diligence was carried out, covering business operations, corporate history, intellectual property rights, employment relationships and the legal risks material to the transaction. The findings were reflected in the structuring of the transaction and the preparation of the contractual documentation.

Investment transaction

Investment in a developer of 3D interior design solutions

Challenge

Advising on an investment transaction involving a company that develops 3D interior design solutions. The structure provided for the grant of an option right to the investor.

What was done

The project's founder was given the possibility of buying this right back before the investor exercised it. The terms of such a buy-back and the consequences of changes to the parties' arrangements on future equity participation were agreed.

Convertible loan

Convertible loan for a company developing an educational course platform

Challenge

Advising on an investment in a company developing a platform that aggregates educational courses, made by way of a convertible loan.

What was done

The terms of the financing and of the investor's future entry into the company's capital were determined, including the conversion parameters and the consequences of different scenarios for the transaction. The engagement covered agreeing the documents and the procedures required to implement the transaction.

04 / Questions
Frequently Asked Questions

For computer programs and databases, the grant of a right of use under a licence agreement is not subject to state registration, irrespective of whether the product itself is registered. Registration is required for the transfer of the exclusive right, whether under an assignment agreement or without an agreement, and for a pledge, and only in respect of a registered product.

Such a combination is common, and it then requires a clear division: which pricing plans and delivery methods fall under the licence agreement and which under the service access agreement, and how their terms relate to one another.

The division is made before the texts are drafted: the payment arrangements, the documentation of remuneration and the tax consequences under each agreement depend on it.

What matters is the action by which consent is expressed, the availability of the text at the time of acceptance, and the retention of information on the date and version of the terms accepted. For computer programs and databases, commencement of use, as described in the terms themselves, is deemed to be consent.

The procedure is set out in the terms: return of data on request, how long the data is retained after access is terminated, the deletion procedure and the cases in which the rights holder may use the data. Where the service processes personal data, the parties' obligations are allocated separately.

The absence of such terms comes to light at the moment access is terminated, when it is most difficult to agree on them.

An hourly rate, a fixed fee or a combined model is used; in some cases part of the fee depends on the outcome achieved. The fee is determined by the time actually spent, the complexity of the matter and the overall timeframe of the project, and is agreed before work begins.

Key Contacts
Deni Murdalov Deni Murdalov Partner, PhD (Law), LL.M. Ilya Smirnov Ilya Smirnov Partner

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Other Services in This Practice
Investments and Transactions Software Development Agreements Rights to Code Personal Data Website and App Documents Ministry Accreditation Tax Incentives Russian Software Register Product Registration Documents and Consultations

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