Need A Software Reseller Agreement? (2026 Updated)

If you’ve built (or sourced) a great software product, partnering with resellers can be one of the fastest ways to grow in New Zealand. A good reseller can open doors you don’t have access to, sell into niche industries, and provide local relationships and support.

But here’s the catch: once a third party is out there selling your software under your brand (or alongside it), the legal risks can scale just as quickly as your revenue.

This 2026-updated guide walks you through when you need a software reseller agreement, what it should cover, and the common traps we see when the arrangement is agreed “over email” and left to chance.

What Is A Software Reseller Agreement (And When Do You Actually Need One)?

A software reseller agreement is a contract where you (the software owner/provider) appoint another business (the reseller) to market and sell your software to end customers, usually for a margin or commission.

In practical terms, it sets the rules for questions like:

• Who is allowed to sell the software (and where)?
• Is the reseller selling “on your behalf”, or buying and reselling?
• How does the reseller get paid (discount, margin, commission)?
• Who provides onboarding, training, and customer support?
• What happens if something goes wrong (refunds, outages, claims)?

You’ll usually want a reseller agreement if any of these sound like your business:

• You’re appointing channel partners to sell your SaaS subscriptions.
• You’re letting an IT provider bundle your software with implementation services.
• You want to expand into different regions or industries without hiring a sales team.
• You’re offering discounted pricing so another party can sell at a higher rate.
• You need strict controls over brand use, messaging, and compliance.

Even if you already have “standard terms”, a reseller relationship adds extra moving parts (pricing, marketing claims, sub-resellers, support responsibilities). That’s why businesses often pair their reseller arrangement with a tailored Software Reseller Agreement rather than relying on customer-facing terms alone.

Reseller vs Distributor vs Agent: Why The Label Matters

People often use “reseller”, “distributor”, and “sales agent” interchangeably. Legally, those structures can create very different risk profiles for you.

• Reseller: typically sells your software to customers under an agreed model (often the customer contracts with you, but not always).
• Distributor: often buys products/services at wholesale and resells in their own right (more control for them, but also different consumer and liability issues).
• Agent: sells on your behalf, meaning you may be more exposed to what they say and do in the market.

If you’re not sure which model fits, it’s worth getting it structured properly from day one - because the wrong setup can leave you wearing obligations you didn’t plan for.

What Laws In New Zealand Affect Software Reseller Arrangements?

Most reseller problems don’t start as “legal disputes”. They start as commercial misunderstandings: who promised what, who’s responsible for an unhappy customer, and who pays when a deal goes sideways.

That said, several NZ laws commonly sit in the background of software reseller arrangements:

Fair Trading Act 1986 (Marketing And Sales Claims)

Your reseller will likely be making representations about what your software does, what it’s compatible with, security features, performance, pricing, and what’s included.

Under the Fair Trading Act 1986, misleading or deceptive conduct (or false representations) can create real consequences. This is why your reseller agreement should tightly control:

• what the reseller is allowed to say (and not say);
• how pricing and discounts are advertised;
• how comparisons with competitors are handled;
• approval processes for marketing collateral.

It’s also why many software businesses align reseller conduct with their platform’s Terms of Use and brand guidelines, so the reseller is contractually locked into your messaging boundaries.

Consumer Guarantees Act 1993 (If You Sell To Consumers)

If your software is supplied to consumers (not just business customers), the Consumer Guarantees Act 1993 can apply. In plain terms, you can’t always contract out of consumer protections, and you need to be careful about refund expectations and “fit for purpose” claims.

Many software companies focus on B2B only, but resellers can blur the lines - for example, if a reseller markets your product to individuals or sole traders in a way that looks consumer-like.

For B2B sales, you may be able to contract out of the CGA (if done correctly), but this needs to be consistent across your customer terms and reseller flow.

Privacy Act 2020 (Lead Sharing, Demos, Support And Data Access)

Resellers often want access to leads, demo environments, analytics, and customer accounts so they can support the customer. That can involve personal information (names, emails, usage logs, billing contacts).

The Privacy Act 2020 requires you to handle personal information responsibly, including having a clear purpose for collection and taking reasonable steps to protect it.

That’s why you’ll often see reseller contracts dealing with:

• what customer data the reseller can access;
• security requirements (including prompt notification if something goes wrong);
• restrictions on using customer data for the reseller’s own marketing; and
• what happens to data when the reseller relationship ends.

It’s also a good time to check that your public-facing Privacy Policy actually matches what you do operationally, especially if you’re sharing leads with partners or using third-party CRMs.

Intellectual Property (Copyright And Trade Marks)

In software, your IP is usually the core asset. A reseller arrangement should protect it, not dilute it.

In NZ, software code and documentation are generally protected under the Copyright Act 1994, and your name/logo can be protected under the Trade Marks Act 2002.

Your reseller agreement should be crystal clear that:

• the reseller gets a limited right to market and sell - not ownership of your software or brand;
• any marketing assets you provide can only be used for authorised purposes; and
• the reseller can’t reverse engineer, copy, or create competing products using your confidential info.

Key Terms To Include In A Software Reseller Agreement

A strong reseller agreement is essentially risk management written in plain English. You’re aligning incentives while protecting the product, brand, and customer experience.

Below are the clauses we commonly recommend considering for NZ software businesses.

1) Appointment: Territory, Market And Exclusivity

Start with the basics: who is appointed, what they’re allowed to do, and where.

• Territory: New Zealand only, Australia + NZ, specific regions, or global.
• Vertical: healthcare, construction, education, hospitality, etc.
• Exclusivity: exclusive, non-exclusive, or exclusive if targets are met.

Exclusivity can work well, but only if the agreement includes performance standards and a clear “loss of exclusivity” mechanism if sales don’t happen.

2) Sales Model: Who Contracts With The Customer?

This is one of the biggest “hidden” issues.

Common models include:

• Direct contracting: the customer signs up with you, and the reseller earns a commission or referral fee.
• Reseller contracting: the customer contracts with the reseller, and the reseller contracts with you.
• Hybrid: direct contracting for subscriptions, reseller contracting for implementation/support services.

Your contract needs to reflect the real-world flow - especially for billing, refunds, liability, and customer disputes.

3) Pricing, Discounting And Payment Terms

Reseller relationships often fall apart when pricing rules are unclear.

A reseller agreement usually covers:

• wholesale/discount rates and whether they can change;
• recommended retail pricing (and whether the reseller can deviate);
• commission triggers (e.g. on invoice paid, on contract signed, on renewal);
• payment timelines and what happens if the reseller is late; and
• tax treatment (including whether prices are GST inclusive/exclusive).

If you’re also giving the reseller rights to sub-license your software, you’ll want this to be consistent with your underlying Software Licence Agreement settings (for example, number of users, permitted use, and restrictions).

4) Marketing Controls And Brand Protection

Your reseller is effectively “wearing” your brand in the market, so you need guardrails.

Common inclusions are:

• approval rules for ads, landing pages, and outbound campaigns;
• restrictions on bidding on your trade marks (e.g. Google Ads);
• rules for using your logo, product screenshots, and testimonials;
• requirements to comply with your brand guidelines; and
• a ban on making unauthorised product performance claims.

This is a practical way to reduce risk under the Fair Trading Act and to keep your positioning consistent across every channel.

5) Implementation, Support And Service Levels

Customers usually don’t care whether they bought “through” a reseller - they just want the software to work and to get support quickly.

Your reseller agreement should clearly allocate responsibility for:

• implementation and onboarding (who does it and what’s included);
• first-line support vs second-line support;
• response time expectations and escalation pathways; and
• maintenance windows, outages, and communications.

If the reseller is delivering services (like setup, training, or managed IT), you may also want a separate Service Level Agreement or a services schedule so it’s clear what “good support” looks like.

6) Confidentiality And Security

Resellers often gain access to:

• pricing and deal terms;
• roadmaps and unreleased features;
• customer lists and leads; and
• technical documentation or demo environments.

Your agreement should include confidentiality obligations, security standards, and a process for dealing with suspected breaches. If you’re in a regulated industry (for example, health), it’s even more important to set out security expectations clearly.

7) Liability, Indemnities And Risk Allocation

This is the part many businesses avoid because it feels “too legal”. But it’s also the part that can save you when something goes wrong.

For example, imagine:

• a reseller promises a feature that isn’t available yet, and the customer claims losses;
• a reseller misconfigures the software during onboarding, causing downtime;
• a reseller sends marketing emails without consent and a complaint lands on your doorstep; or
• a customer demands a refund and both you and the reseller think the other party should pay.

Your contract can (and should) allocate responsibility for these situations, including liability caps and indemnities that match the real risks in your model.

8) Term, Renewal And Exit (Including Customer Ownership)

Reseller relationships don’t always last forever. A clean exit clause protects both parties and reduces customer disruption.

Key items include:

• initial term and renewal process;
• termination for breach and termination for convenience (if appropriate);
• what happens to active customers and renewals;
• handover obligations (access, credentials, documentation); and
• post-termination restrictions (brand use, confidential info return, non-solicitation).

Customer ownership is especially important. If a reseller has built the relationship, they may expect ongoing revenue share. If you own the platform relationship, you may need direct access and control over billing. There’s no one-size-fits-all answer - the right clause depends on how you plan to scale.

Common Mistakes We See With Software Resellers (And How To Avoid Them)

Most reseller disputes are preventable. They happen when expectations weren’t written down, or when the contract doesn’t match how the businesses actually operate day-to-day.

Relying On A Generic Template

Software reseller models vary wildly: SaaS vs perpetual licences, direct billing vs reseller billing, add-on services, renewals, usage-based pricing, and bundling.

A generic template often misses the key commercial levers (renewal commissions, churn, onboarding responsibility, data handling). It can also create contradictions with your other documents.

Not Aligning The Reseller Agreement With Your Other Contracts

Your reseller agreement doesn’t sit alone. It usually needs to align with:

• your end-customer terms (so customers get consistent promises);
• your licensing model and permitted use; and
• your privacy and security position.

If you’re also appointing partners to promote and sell broader services (not just software), you might be better protected using a Distribution Agreement structure or a hybrid arrangement that separates “software” from “services”.

Leaving Commission And Renewal Rules Vague

It’s common to agree “20% commission” and move on. But the important detail is: 20% of what, when, and for how long?

Consider spelling out:

• is commission payable on initial sale only, or also on renewals?
• what if the customer upgrades, downgrades, or pauses?
• what if the reseller relationship ends - does commission continue for existing customers?

Letting Resellers Make Uncontrolled Claims

If a reseller is using their own pitch decks and landing pages, you can end up with inconsistent messaging and higher legal risk (especially around performance claims, integrations, and “guaranteed” outcomes).

A practical solution is to set rules for marketing materials, require approvals for certain statements, and ensure resellers use your current product descriptions.

Not Dealing With Data Access Properly

Resellers often want access to customer accounts to help with support. That can be totally reasonable - but you should set it up safely and transparently. Your agreement should cover what access looks like, minimum security practices, and what happens if access needs to be removed.

How Do You Set Up A Reseller Arrangement That Scales?

A reseller agreement shouldn’t just “protect you in court”. It should help you run the channel smoothly and grow with fewer headaches.

Here’s a practical step-by-step approach many software businesses take:

1. Map your commercial model: decide who contracts with the customer, who bills, and who supports.
2. Decide your channel rules: territory, exclusivity, verticals, and whether sub-resellers are allowed.
3. Document your pricing and commission structure: including renewals and upgrades.
4. Align your customer-facing terms: so sales promises don’t conflict with delivery reality.
5. Set marketing and brand guardrails: keep claims accurate and consistent.
6. Build an exit plan upfront: so customers don’t get caught in the middle if the relationship ends.

If you’re doing this alongside an online platform or SaaS product, it’s also smart to ensure your platform terms and reseller arrangement don’t contradict each other - particularly around acceptable use, account security, and customer responsibilities.

Key Takeaways

• A software reseller agreement sets the rules for how a third party can market and sell your software, and it’s one of the most important “growth contracts” you’ll sign.
• Your agreement should clearly define the sales model (who contracts with the customer), pricing/commission, marketing controls, support responsibilities, and exit mechanics.
• NZ laws like the Fair Trading Act 1986, Consumer Guarantees Act 1993, Privacy Act 2020, and IP protections (copyright and trade marks) all influence how reseller relationships should be structured.
• Common pitfalls include vague commission terms, uncontrolled sales claims, poor data handling rules, and templates that don’t match your SaaS or licensing model.
• Getting the reseller arrangement right from day one helps you scale faster, protect your brand, and reduce the risk of customer disputes and channel conflict.

If you’d like help putting a reseller arrangement in place (or reviewing one you’ve been sent), our team can help you get it documented properly and aligned with the way you actually sell and deliver your software. Reach us at 0800 002 184 or team@sprintlaw.co.nz for a free, no-obligations chat.