White Label Agreement Template For SaaS Businesses

Sophie runs a small SaaS platform in Wellington that helps gyms manage bookings and memberships. A national fitness consultancy wants to sell the platform under its own brand, package it with its coaching services, and deal directly with its gym clients.

It sounds like a great growth channel. But Sophie is also wondering: who supports the end customers, who owns the data, can the partner change the logo, and what happens if the partner stops paying?

If you're letting another business rebrand, resell or bundle your software, standard SaaS terms and conditions usually won't be enough. You'll usually need a white label SaaS agreement that deals with the relationship between you and your partner, plus the terms that apply to the end customers.

Do You Need A White Label SaaS Agreement?

Yes, if another business is selling, branding or presenting your software as part of its own offering, you should have a written white label SaaS agreement.

A white label deal is different from an ordinary customer subscription. Your partner isn't just using your software internally. They're using your platform to serve their own customers, often under their own brand. That creates extra risk around branding, customer promises, technical support, data handling and payment.

Without a written agreement, you may struggle to answer basic questions like:

• Can your partner use your trade marks, product screenshots or help articles?
• Can your partner set its own prices for end customers?
• Who signs up the end customer, and whose terms apply?
• Who handles first-line support when a customer can't log in?
• Who is responsible if the partner makes misleading claims about the software?
• What happens to customer data when the partnership ends?

New Zealand law doesn't require a special document called a white label agreement. The point is to have a contract that clearly reflects the deal you're actually doing. For SaaS, that usually means combining software licensing, reseller rights, brand rules, privacy obligations and commercial terms in one tailored agreement.

This is also where a generic template can fall short. A simple software reseller agreement might not cover data flows under the Privacy Act 2020, or your service level commitments. A standard software licence might not deal with your partner's marketing promises or end customer terms.

What Structure Should Your White Label Deal Use?

It depends on who contracts with the end customer and who takes responsibility for the customer relationship.

Most white label SaaS deals use one of three structures. The best fit will depend on how much control you want, how involved your partner will be, and how much risk you're prepared to take.

Option 1: Reseller Model

Under a reseller model, your partner sells access to your software to end customers. The partner usually sets the customer price, invoices the customer, and pays you a wholesale fee or revenue share.

This can work well if your partner already has strong customer relationships. But you need to be clear about what the partner can promise. If they overpromise features, uptime or outcomes, you may be the one dealing with the technical fallout.

Option 2: White Label Licence Model

Under a white label licence, you give the partner permission to use your platform under its own brand. The partner may present the software as part of its own service package.

This structure needs careful branding rules. You might allow the partner's logo on the login page and emails, but keep ownership of the underlying software, code, workflows, documentation and product roadmap.

Option 3: Referral Or Channel Partner Model

A referral or channel partner model is lighter. Your partner introduces customers to you, and you contract directly with those customers. The partner may receive a commission.

This is usually lower risk because you control the customer terms, data collection and support promises. But it may not give your partner the branded customer experience they're looking for.

Whatever structure you choose, make sure the agreement matches how money, customer support and data will actually move in practice.

What Should A White Label Agreement Template Include?

A white label agreement template should include the commercial deal, software rights, brand rules, customer data obligations, support responsibilities, fees and exit process.

Here is a practical outline you can use when briefing your legal team. This isn't a finished legal document. A lawyer should tailor it before you use it, especially where customer data, regulated industries or overseas customers are involved.

1. Parties And Background: Identify your company, your partner, NZBN details if relevant, and the purpose of the arrangement.
2. Deal Structure: State whether the partner is a reseller, white label licensee, referral partner or something else.
3. Appointment And Territory: Set out whether the partner is exclusive or non-exclusive, and whether the rights are limited to New Zealand or other markets.
4. Software Licence: Describe the software licence and what the partner can access, use, demonstrate, rebrand and provide to end customers.
5. Branding Rules: Explain how each party's logos, names, trade marks, screenshots and marketing materials can be used.
6. End Customer Terms: Set out who contracts with the end customer and what white label SaaS terms and conditions must be accepted.
7. Fees And Payment: Cover wholesale fees, revenue share, minimum commitments, invoicing, GST, late payment and audit rights.
8. Support And Service Levels: Allocate first-line and second-line support, uptime targets, maintenance windows and response times.
9. Customer Data And Privacy: Explain who collects data, who can use it, security requirements, breach handling and overseas disclosures.
10. Intellectual Property: Confirm you own the platform, the partner owns its brand, and neither party gets more rights than the agreement says.
11. Compliance And Marketing Claims: Require your partner to comply with the Fair Trading Act 1986 and not make misleading or unapproved claims.
12. Term And Termination: Set the initial term, renewal process, termination rights and what happens to live customers when the deal ends.
13. Liability And Indemnities: Allocate responsibility for data breaches, unauthorised use, customer promises and unpaid fees.
14. Confidentiality: Protect pricing, technical information, product plans, customer lists and security materials.

For many SaaS businesses, the most negotiated clauses are fees, customer data, service levels and termination. It's worth spending time on these early because they're the areas most likely to cause friction later.

Who Owns The Branding, Software And Customer Data?

You should keep ownership of your software and core IP, while giving your partner a limited licence to use what they need for the white label arrangement.

For the software, your agreement should make it clear that you own the platform, code, architecture, product improvements, documentation, APIs and any related intellectual property. If the partner suggests features or gives feedback, decide whether those ideas become part of your product without extra payment.

For branding, be specific. Your partner may want to use its own name on the platform, emails and customer materials. You may still need to control how your product is described, especially if technical limitations or compliance obligations matter.

If you have registered trade marks through IPONZ, your agreement should say how those marks can be used. If your brand is hidden from end customers, you may still want the right to be identified in certain places, such as security notices or platform terms.

Customer Data Under The Privacy Act 2020

Customer data and any data licence terms need careful drafting. Under the Privacy Act 2020, businesses that collect or hold personal information have obligations around collection, use, storage, access, correction and disclosure. If personal information is sent overseas, Information Privacy Principle 12 may also be relevant.

Your agreement should answer these questions:

• Who collects personal information from end customers?
• Who can use customer data for analytics, product improvement or marketing?
• Can you aggregate or anonymise usage data?
• What security controls must each party maintain?
• Who manages access and correction requests?
• Who notifies affected people and the Privacy Commissioner if there's a notifiable privacy breach?

New Zealand's notifiable privacy breach rules don't set a fixed 72-hour deadline like some overseas privacy laws. The Privacy Act requires notification as soon as practicable after becoming aware of a notifiable privacy breach. Your contract can set practical internal deadlines, such as requiring the partner to notify you within 24 hours of discovering a suspected breach.

How Should Support, Service Levels And Fees Work?

Your agreement should clearly divide support tasks, set realistic service levels and explain exactly how fees are calculated.

Support is often where a white label SaaS deal gets messy. End customers usually expect the brand they signed up with to help them. Your partner may expect you to fix everything. Your agreement should remove the guesswork.

Support Obligations

A common approach is:

• Partner handles first-line support: Account setup, password resets, billing questions, basic how-to questions and customer training.
• You handle second-line support: Platform bugs, outages, integrations, security issues and technical faults the partner can't resolve.
• Both parties follow an escalation process: The partner gives you enough information to diagnose the issue, such as screenshots, user ID, time of issue and steps already taken.

If you offer service levels, make sure they match what your platform can actually deliver. For example, you might commit to 99.5 percent monthly uptime, excluding planned maintenance, beta features and issues caused by third-party services. You might respond to critical issues within 2 hours during support hours, and lower priority issues within 1 business day.

Those numbers are commercial choices, not legal defaults. The key is to avoid vague promises like always available or immediate support unless you're genuinely set up to deliver them.

Worked Example: Fees And Minimums

Say Aroha runs a payroll SaaS platform. She signs a white label deal with a HR consultancy. The consultancy charges its clients $49 per active user per month. Aroha charges the consultancy $20 per active user per month, with a minimum of 300 active users after the first 6 months.

If the consultancy has 420 active users in July, Aroha invoices 420 x $20, plus GST if applicable. If the consultancy only has 250 active users after the minimum period starts, Aroha can still invoice for 300 users because the minimum commitment applies.

The agreement should also say what counts as an active user, when invoices are issued, when payment is due, whether credits apply for downtime, and whether the partner can pass refunds or chargebacks back to you.

For customer-facing promises, remember the Fair Trading Act 1986. Your partner shouldn't make misleading claims about features, savings, integrations or uptime. If end customers are consumers, or if the Consumer Guarantees Act 1993 applies, you may also need to think carefully about service guarantees and any attempt to limit liability. In business-to-business supply, the CGA can sometimes be contracted out of where the goods or services are acquired for business purposes and the exclusion is fair and reasonable.

What Happens When The White Label Relationship Ends?

Your agreement should spell out what happens to branding, customers, data, payments and access when the relationship ends.

Termination isn't just about switching off a partner account. If your partner has live customers using your platform, a sudden shutdown can damage your reputation and create practical problems for everyone.

Your termination clause should cover:

• Termination For Convenience: Whether either party can end the agreement without fault, and how much notice is required.
• Termination For Cause: Serious breach, non-payment, misuse of IP, privacy breaches, security issues or insolvency.
• Cure Periods: Whether the breaching party gets time to fix the issue before termination takes effect.
• Customer Wind-Down: Whether existing customers can keep using the platform for a set period, and on what terms.
• Data Return Or Deletion: How customer data is exported, deleted or retained for legal and operational reasons.
• Brand Removal: When the partner must stop using your trade marks, platform materials, screenshots and documentation.
• Final Payments: How unpaid fees, minimum commitments, refunds and credits are handled.

If the partner has built workflows, integrations or training materials around your software, expect them to ask for transition support. You can agree to provide this, but it should be scoped and charged if it goes beyond ordinary support.

Be careful with restraints that try to stop your partner from working with competitors or building their own software. These clauses can be difficult to enforce if they go further than needed to protect legitimate business interests. If you need a non-compete, non-solicitation or exclusivity clause, tailor it closely to the actual risk.

If something has already gone wrong, start by preserving records. Keep the signed agreement, invoices, customer complaints, support tickets, screenshots, data logs and any messages about the issue. Then check the termination and escalation clauses before taking action. If the problem involves a suspected privacy breach, move quickly because notification duties under the Privacy Act 2020 may be triggered.

Key Takeaways

• A white label SaaS agreement is different from ordinary SaaS terms because your partner may sell, brand and support the platform for its own customers.
• Your structure matters. A reseller model, white label licence and referral arrangement each allocate risk differently.
• Your agreement should clearly cover branding, software IP, customer data, support levels, fees, marketing claims and termination.
• Customer data clauses should line up with the Privacy Act 2020, including security, overseas disclosure and notifiable privacy breach processes.
• Service levels and fee models should be practical, measurable and consistent with what your platform can actually deliver.
• A template can be a useful starting point, but it should be tailored before you rely on it for a live white label software deal.

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