SaaS Reseller Agreement Template For NZ Startups

Yes, you can use a SaaS reseller agreement template in New Zealand - but it should be tailored before you send it to a reseller or channel partner.

That's because SaaS reselling can mean a few different things. Your partner might introduce leads, resell subscriptions under your brand, package your software with their own services, or sell a white label version as if it's their product.

The contract needs to match that structure. Otherwise, you can end up with messy questions about who owns the customer relationship, who provides support, what margin the reseller gets, and who is responsible if personal information is mishandled.

Let's go through what your agreement should cover in a New Zealand SaaS context.

Do I Need A SaaS Reseller Agreement In New Zealand?

Yes, if another business is selling, promoting or bundling your SaaS product, you should have a written software reseller agreement.

A reseller agreement sets the rules for how your partner can sell your software. It's different from your customer terms, which govern the relationship between your SaaS business and the end customer. In some models, the reseller contracts with the customer directly. In others, you contract with the customer and pay the reseller a commission.

The agreement should make that structure very clear from day one.

For example, say KiwiMetrics runs an analytics SaaS platform for retailers. It appoints a marketing agency to resell the platform to its clients. If the agency promises a custom feature that KiwiMetrics never agreed to build, the customer may expect KiwiMetrics to deliver it anyway. A clear reseller agreement can stop the reseller from making unauthorised promises and explain who handles customer expectations.

Your agreement also helps you manage key commercial issues, such as:

• pricing and reseller margins
• sales targets or minimum commitments
• who invoices the customer
• who owns the customer relationship
• support, onboarding and training responsibilities
• use of your branding, trade marks and marketing materials
• privacy, security and data handling
• termination rights and what happens to existing customers

Without a written agreement, you may struggle to recover unpaid amounts, control how your product is sold, or move customers smoothly if the reseller relationship ends.

What Type Of SaaS Partner Agreement Do I Need?

It depends on how your partner will sell your software and who will contract with the end customer.

The main mistake to avoid is using one generic document for every partnership model. A referral partner, reseller, distributor, channel partner and white label partner each need different rights and responsibilities.

Referral Or Introducer Model

Use this when the partner only introduces leads to you under a referral agreement. You contract directly with the customer, invoice the customer and provide the SaaS service. The partner usually receives a referral fee or commission for successful sales.

This is often the simplest model because you keep control of the customer terms, onboarding and support.

Reseller Or Channel Partner Model

Use this when the partner actively sells your SaaS subscriptions, usually with permission to market your product to its customer base. The reseller may invoice the customer itself, or you may invoice the customer and give the reseller a margin.

This model needs careful drafting around pricing, customer ownership, sales conduct and support.

White Label SaaS Model

Use this when the partner sells your software under its own brand. The customer may not know your business is powering the product.

A white label SaaS agreement in New Zealand needs extra detail around branding, service levels, liability, data handling and what happens if the partner stops using your platform. If your name is hidden from the customer, you'll want very clear limits on what the partner can promise.

A template can be a useful starting point, but it should reflect the exact model you're using.

What Should A SaaS Reseller Agreement Template Include?

A good SaaS reseller agreement should explain the commercial deal, the sales process and the operational responsibilities in plain terms.

Here is a practical fill-in outline you can use as a starting point. It isn't a finished legal document, and you should have it tailored before using it with a real reseller.

1. Parties And Background: name your SaaS business, the reseller and a short description of the product.
2. Appointment: state whether the reseller is exclusive or non-exclusive, and whether it can appoint sub-resellers.
3. Territory And Customer Segment: define the countries, industries or customer types the reseller can sell to.
4. Sales Model: explain whether the reseller buys subscriptions from you, earns commission, or invoices customers directly.
5. Pricing And Margin: set the wholesale price, discount rules, commission, payment dates and GST treatment.
6. Customer Terms: confirm which customer contracts or terms apply to end customers and who must make sure customers accept them.
7. Support And Onboarding: allocate first-line support, technical support, training and escalation steps.
8. Branding And Marketing: set rules for trade marks, logos, sales materials and approval of public claims.
9. Data And Privacy: cover personal information, security standards, breach notification and cross-border data flows.
10. Intellectual Property: confirm you retain ownership of the software, code, product name and documentation.
11. Compliance: require compliance with the Fair Trading Act 1986, Privacy Act 2020 and any industry rules that apply.
12. Term And Termination: set the initial term, renewal process, notice periods and consequences of termination.

For reseller terms for software, the most heavily negotiated clauses are usually pricing, customer ownership, liability, data handling and termination. Those clauses deserve more attention than boilerplate wording at the end of the contract.

How Should Reseller Margins, Pricing And Payment Work?

Your agreement should spell out exactly how the reseller makes money and when you get paid.

SaaS reseller pricing commonly works in one of three ways.

• Discounted Wholesale Model: you sell subscriptions to the reseller at a set discount, and the reseller sells to customers at its chosen price.
• Commission Model: you invoice the customer, then pay the reseller a percentage or fixed fee for each sale.
• Revenue Share Model: you and the reseller split recurring subscription revenue under an agreed formula.

Each model creates different risks. If the reseller invoices the customer, you need to know what happens if the customer pays late or doesn't pay. If you invoice the customer, you need rules for when commission is earned and whether it's clawed back if the customer cancels early.

Here is a simple example.

Suppose your SaaS plan is $400 plus GST per month. You give your reseller a 30% margin. If you invoice the reseller, it pays you $280 plus GST per customer per month and keeps $120 plus GST if it sells at the list price. If the reseller discounts the customer to $320 plus GST without your approval, your margin may be squeezed unless the agreement says discounts need your written consent.

Your pricing clause should cover:

• approved price lists and discount limits
• whether prices include or exclude GST
• payment due dates and invoicing process
• currency if the reseller sells outside New Zealand
• refunds, credits and chargebacks
• what happens when you increase your subscription fees

If you want sales targets, be realistic. A minimum of 10 new customers per quarter might sound attractive, but it should connect to your onboarding capacity and support resources.

Who Owns The Customer Relationship?

Your agreement should state clearly who owns the customer relationship, because this affects renewals, support, marketing and what happens when the reseller arrangement ends.

There are a few ways to structure this.

• You Own The Customer: the customer signs your SaaS terms, pays you and receives product communications from you.
• The Reseller Owns The Customer: the reseller contracts with the customer and you provide the platform to the reseller.
• Shared Relationship: the reseller manages commercial discussions, while you handle technical onboarding and product notices.

There's no single right answer. If your SaaS is complex or handles sensitive data, you may want a direct relationship with the customer so you can control consent, support and service updates. If the reseller is bundling your product into a wider managed service, it may make sense for the reseller to own the front-end relationship.

Whichever model you choose, your agreement should cover customer handover if the reseller relationship ends.

For example, if a reseller has 40 active customers using your platform, can those customers keep using the product after termination? Who tells them? Can the reseller move them to a competitor? Can you contact them directly?

This is also where the Fair Trading Act 1986 matters. Your reseller shouldn't make misleading claims about features, pricing, guarantees, performance or who provides the software. Your agreement should require the reseller to use approved sales materials and avoid promises you haven't approved.

If customers include consumers or small businesses buying services ordinarily acquired for personal, domestic or household use, the Consumer Guarantees Act 1993 may also be relevant. If you're contracting with customers in trade, you may be able to contract out of parts of the Act where the law allows and where it's fair and reasonable to do so.

What Data, Privacy And Branding Clauses Matter Most?

Your reseller agreement should make privacy, security and branding responsibilities specific, not implied.

Under the Privacy Act 2020, you need to handle personal information in line with the Information Privacy Principles. In a SaaS reseller model, personal information may pass between you, the reseller, the customer and third-party hosting or support providers.

Your agreement should answer practical questions like:

• who collects customer and user information
• what personal information the reseller can access
• whether the reseller can use customer data for its own marketing
• what security controls the reseller must follow
• how quickly the reseller must tell you about a suspected privacy or security incident
• who deals with access or correction requests
• whether information will be disclosed outside New Zealand

If there's a notifiable privacy breach that's likely to cause serious harm, notification obligations may arise under the Privacy Act 2020. Your contract should require fast internal notice so you have enough time to assess the issue and notify the Privacy Commissioner and affected people if required.

Branding also matters. If the reseller uses your name, logo or product screenshots, set clear brand guidelines. If you have registered or plan to register your trade mark with IPONZ, make sure the agreement says the reseller only has a limited licence to use it for approved selling activities.

For white label SaaS, branding clauses work the other way around. The reseller may require your product to carry its branding under a white label agreement, while you need limits on modifications, false ownership claims and reverse engineering. The agreement should also stop the reseller from copying your product design, documentation or workflows.

Copyright can protect your code and documentation, but your contract is still the practical tool that controls what the reseller can do with them.

What Happens If The Reseller Relationship Ends?

Your agreement should explain what happens on termination before anything goes wrong.

Termination clauses aren't just about ending the relationship. They protect active customers, unpaid invoices, confidential information and your product reputation.

A typical SaaS reseller agreement might allow termination:

• for convenience, after an agreed notice period such as 30, 60 or 90 days
• for unpaid invoices after a cure period
• for serious breach, such as misuse of data or unauthorised discounting
• if the reseller becomes insolvent
• if the reseller damages your brand or breaches your IP rights

The right notice period depends on your sales cycle and customer impact. A 30-day notice period may work for a low-touch SaaS product. For enterprise customers with long onboarding cycles, 90 days may be more sensible.

You should also plan what happens to customers already using the platform. Your agreement can say whether:

• existing subscriptions continue until the end of their current billing period
• customers can move to a direct contract with you
• the reseller keeps earning commission on renewals for a limited period
• the reseller must return or delete confidential information and personal information
• the reseller must stop using your branding and marketing materials

Keep good records of leads, customers, signed order forms, support issues, invoices and approved marketing claims throughout the relationship. If there's a disagreement later, those records can make the commercial position much easier to untangle.

If termination might affect customer access, privacy notices or service continuity, get tailored advice before sending a termination notice. The wording and timing can matter.

Key Takeaways

• A SaaS reseller agreement template can help, but it needs to match your exact sales model and customer flow.
• Be clear on whether the arrangement is a referral, reseller, channel partner or white label SaaS model.
• Pricing clauses should cover margins, discounts, GST, refunds, payment timing and price increases.
• Customer ownership should be dealt with upfront, especially for renewals, support and termination.
• Privacy, data security, branding and IP clauses are especially important for New Zealand SaaS businesses.
• Termination clauses should protect active customers, confidential information, customer data and your product reputation.

If you'd like help with your SaaS reseller agreement, your white label software terms, your customer contract structure or your privacy and data clauses, you can reach us at 0800 002 184 or team@sprintlaw.co.nz for a free, no-obligations chat.