Software Licence Agreements For NZ SaaS Resellers

You're ready to grow your SaaS product through a reseller, or you've been asked to resell someone else's software to New Zealand customers. It's a promising channel, but the details can get messy quickly if everyone is relying on emails and good intentions.

A good software reseller agreement doesn't just say that resale is allowed. It sets the rules for the customer relationship, pricing, renewals, support, data, licence limits and IP protection.

This is where getting the document right early can make the channel much easier to scale, especially once there are multiple resellers, regions, products or customer plans involved.

Do You Need A Written Software Reseller Agreement In NZ?

Yes, you should have a written software reseller agreement if one business is selling, distributing or promoting another business' software in New Zealand. The agreement gives both sides a clear record of what the reseller can do, what they can't do, and how money and customers will be handled.

For SaaS, the agreement is usually a mix of commercial terms, reseller terms and software licence terms. The software owner grants limited rights to the reseller, and the reseller agrees to follow rules about sales, branding, customer use and support.

Without a written agreement, you may run into practical problems such as:

• the reseller selling to customers or regions you didn't intend to cover
• unclear commission, margin or payment obligations
• both parties claiming they own the customer relationship
• no process for renewals, refunds, upgrades or cancellations
• confusion over who handles onboarding, technical support and data requests
• difficulty stopping unauthorised use of your brand, content or software

New Zealand law also gives the background rules some real bite. Software is generally protected by copyright under the Copyright Act 1994, so the reseller needs permission to use and sell access to it. Customer-facing claims must be accurate under the Fair Trading Act 1986. If personal information is involved, the Privacy Act 2020 will usually matter too.

A short email saying you can resell our product is rarely enough once real customers and revenue are involved.

What Should Your Reseller Terms Say About Customers And Sales?

Your reseller terms should say exactly who can sell what, to whom, and who owns the customer relationship. This is one of the biggest differences between a basic software licence agreement and a proper SaaS reseller agreement.

Start by being clear on the channel model. For example, is the reseller:

• a reseller, buying or receiving access at a wholesale rate and reselling to end customers
• a referral partner, introducing leads but not contracting with the customer
• an agent, selling on your behalf with limited authority
• a distributor, managing a broader market or group of downstream resellers
• a white label partner, selling the product under their own brand

These models can look similar in sales calls, but they create different risks. If the reseller can make promises to customers, sign order forms, discount pricing or bundle implementation services, your agreement should say how far that authority goes.

Customer ownership is especially important. You might decide that:

• the software provider owns the customer account and contract
• the reseller owns the customer relationship and contracts directly with the end customer
• the reseller owns the sales relationship, but the provider owns the product account and usage data
• leads are registered for a set period, so two resellers don't chase the same opportunity

Say KoruCRM appoints Tahi Tech as a reseller for accounting firms in Wellington. If Tahi Tech introduces a 50-user customer, the agreement should say whether that customer can later buy directly from KoruCRM, whether Tahi Tech keeps renewal commission, and what happens if Tahi Tech stops being a reseller.

Your agreement should also cover approved marketing materials, sales territories, exclusivity, sales targets and restrictions on misleading claims. Under the Fair Trading Act 1986, you don't want a reseller promising features, integrations or savings that your product doesn't actually deliver.

How Should Pricing, Renewals And Commission Work?

Your agreement should set out the pricing model, payment timing and renewal rules in enough detail that either party can calculate the amount owing from the contract alone. If the numbers live only in a spreadsheet, there's usually room for disagreement later.

Common SaaS reseller pricing models include:

• wholesale pricing, where the reseller buys access at a set rate and chooses the customer price
• margin pricing, where the reseller keeps the difference between the customer price and provider price
• commission, where the provider contracts with the customer and pays the reseller a percentage
• revenue share, where both parties split subscription revenue using an agreed formula
• tiered discounts, where reseller pricing improves after certain sales volumes

For example, KoruCRM's list price is $120 plus GST per user per month. Tahi Tech receives a 25 percent reseller margin. For a 50-user customer, the monthly customer price is $6,000 plus GST. Tahi Tech pays KoruCRM $4,500 plus GST and keeps $1,500 plus GST. If the customer increases to 70 users halfway through the month, the agreement should say whether the extra 20 users are billed pro-rata.

Renewals deserve their own wording. Your reseller terms should cover:

• whether subscriptions renew monthly, annually or for another period
• who sends renewal notices and invoices
• whether prices can increase at renewal
• how much notice is needed to cancel or reduce seats
• whether commission continues on renewals after the first year
• what happens to unpaid invoices or failed payments

Try to align the reseller agreement with the end customer terms. If the customer must give 30 days' notice to cancel, but the reseller can cancel with 10 days' notice, someone may end up carrying a month of charges they didn't expect.

What Licence Restrictions And IP Protections Should You Include?

You should include licence restrictions that protect the software owner's IP while still letting the reseller do what they need to sell and support the product. The licence should be specific, limited and tied to the agreed channel model.

For SaaS, the reseller usually doesn't receive ownership of the software. They receive permission to market, demonstrate, resell or provide access to it for approved customers. Your agreement should make this clear.

Useful licence restrictions often include rules that the reseller must not:

• copy, modify or reverse engineer the software
• remove copyright notices, trade marks or proprietary notices
• share admin accounts or demo accounts outside approved staff and prospects
• sell outside an approved territory, industry or customer segment
• bundle the software with unauthorised products or services
• make security testing, scraping or benchmarking public without approval
• sublicence the software except as expressly allowed
• use confidential roadmap information to build a competing product

Trade marks also need careful handling. If the reseller can use your name, logo or product screenshots, say where and how. If your brand is registered or you plan to register it with IPONZ under the Trade Marks Act 2002, your agreement should still set clear brand usage rules. Registration helps protect the brand, but the reseller agreement controls the day-to-day permissions.

Don't forget improvements and feedback. If the reseller suggests a new feature, builds an integration, creates onboarding content or helps configure a customer account, the agreement should say who owns that work and who can reuse it. This avoids awkward conversations when the same feature or playbook is later used for other customers.

Who Handles Support, Data And Compliance?

The agreement should divide support, data and compliance responsibilities clearly, because the customer often won't care which party caused the problem. They just want the product to work and their information to be handled properly.

Support Responsibilities

Many SaaS reseller arrangements split support into levels. For example:

• Level 1 support: the reseller handles basic onboarding, user questions and billing enquiries
• Level 2 support: the provider helps with configuration issues, bugs and product-specific questions
• Level 3 support: the provider manages outages, security incidents and deeper technical problems

Your agreement should also cover response targets, escalation steps, support hours, product updates, maintenance windows and who communicates with the customer during an outage. If you promise an uptime service level, make sure it matches what the platform can actually deliver.

Data Handling And Privacy

If either party handles personal information or licensed datasets, the Privacy Act 2020 may apply. Your agreement should say what personal information is collected, who can access it, where it's hosted, how it's secured, and what happens when the customer leaves.

The Privacy Act 2020 also has rules about disclosing personal information overseas, including through API integrations and reporting notifiable privacy breaches to the Privacy Commissioner and affected individuals as soon as practicable. If a reseller has admin access to customer data, you need a practical incident process, not just a broad promise to comply with privacy law.

Other compliance points may also come up. Marketing emails should comply with the Unsolicited Electronic Messages Act 2007, including consent, sender identification and an unsubscribe facility. If the software is supplied for business purposes, the Consumer Guarantees Act 1993 may allow certain business-to-business contracting out where it's fair and reasonable, but this needs to be drafted carefully. Standard form small trade contracts can also raise unfair contract term issues under the Fair Trading Act 1986.

Software Reseller Agreement Template: What To Include

A software reseller agreement template can be a helpful starting point, but it should be tailored before you use it. Generic templates often miss the channel-specific details that matter most in SaaS, especially customer ownership, support, renewals and data handling.

Here is a fill-in outline you can use to plan the clauses you need:

1. Parties And Business Details: list the legal names, NZBNs if available, addresses and contact people for notices.
2. Products Covered: name the SaaS products, plans, add-ons, integrations and any excluded products.
3. Reseller Rights: state whether rights are exclusive or non-exclusive, and define the territory, customer segment and sales channel.
4. Licence Scope: explain what the reseller can do with the software, demos, documentation and branding.
5. Customer Ownership: say who contracts with the end customer, who owns the account, and what happens to customers after termination.
6. Sales Process: cover lead registration, order forms, approvals, discounting, marketing claims and use of sales materials.
7. Pricing And Payment: set out wholesale fees, commission, margins, GST, invoices, payment dates and currency.
8. Renewals And Cancellations: explain renewal timing, notice periods, seat changes, refunds, credits and price changes.
9. Support And Implementation: divide onboarding, training, help desk, escalation and outage communication responsibilities.
10. Data And Privacy: cover personal information, security measures, breach notification, hosting, overseas disclosures and deletion or return of data.
11. IP And Confidentiality: protect source code, product materials, trade marks, pricing, roadmap information and customer lists.
12. Reporting And Audit Rights: require sales reports, usage reports, payment records and reasonable checks on compliance.
13. Term And Termination: state the start date, initial term, renewal term, termination rights and customer transition process.
14. Liability And Indemnities: allocate responsibility for reseller promises, data incidents, IP misuse, unpaid fees and customer claims.
15. Order Of Documents: say which document wins if the reseller agreement, order form and end customer terms conflict.

Keep the structure practical. The best agreement is the one your sales, finance, product and support teams can actually follow, including any support and maintenance obligations.

Key Takeaways

• A software reseller agreement gives the reseller clear resale rights while protecting the SaaS provider's software, brand and customer base.
• Customer ownership should be dealt with directly, including lead registration, renewals and what happens when the reseller relationship ends.
• Pricing clauses should cover margins, commission, GST, seat changes, renewals, cancellations and unpaid invoices.
• Licence restrictions and IP clauses should control how the reseller uses the software, trade marks, demos, documentation and confidential information.
• Support, privacy and data handling clauses are essential where the reseller has customer contact or access to personal information.
• A template can help you plan the document, but SaaS reseller terms work best when they're tailored to your product and channel model.

If you'd like help with your software reseller agreement, SaaS licence terms, data handling clauses and channel partner documentation, you can reach us at 0800 002 184 or team@sprintlaw.co.nz for a free, no-obligations chat.