How is software protected under Australian copyright law?

Software is protected as a literary work under the Copyright Act 1968 (Cth). Section 10 of the Act defines 'literary work' to include a computer program, and s10 defines 'computer program' as an expression, in any language, code, or notation, of a set of instructions (whether with or without related information) intended, either directly or after either or both of the following: conversion to another language, code, or notation; reproduction in a different material form, to cause a device having digital information processing capabilities to perform a particular function. Copyright in software vests automatically upon creation in the author (s35), without the need for registration. The standard term of copyright protection is the life of the author plus 70 years (s33). Where software is created by an employee in the course of employment, copyright vests in the employer (s35(6)). Where software is created by an independent contractor, copyright vests in the contractor unless there is a written agreement to the contrary — this is why IP assignment and licence agreements are essential when engaging contractors to develop software. The Copyright Act 1968 also provides specific exceptions for software, including rights of error correction (s47B), decompilation for interoperability (s47D), and copying for back-up purposes (s47C).

Do Australian Consumer Law guarantees apply to software licences?

Yes, in many cases. The Australian Consumer Law (ACL), which is Schedule 2 to the Competition and Consumer Act 2010 (Cth), provides consumer guarantees that apply to the supply of goods and services to a 'consumer'. Under s3 of the ACL, a person is a consumer if they acquire goods or services that are priced at AUD $100,000 or less, or that are of a kind ordinarily acquired for personal, domestic, or household use. For software supplied to a business licensee, the relevant guarantee is the guarantee that services will be provided with due care and skill (s60) and that they will be fit for purpose (s61). For software supplied as goods (e.g. software on a physical medium), guarantees of acceptable quality (s54) and fitness for a disclosed purpose (s55) apply. Under s64 of the ACL, these consumer guarantees cannot be excluded, restricted, or modified by contract. However, under s64A, a supplier can limit its liability for a failure to comply with a guarantee (other than title guarantees) to replacement, repair, or re-supply. Software licence agreements should include an ACL savings clause that acknowledges these rights rather than attempting to exclude them entirely.

What privacy obligations apply to software that collects personal information in Australia?

The Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs) impose obligations on organisations with annual turnover above AUD $3 million (and certain other organisations regardless of turnover) that handle personal information. If software collects, uses, discloses, or stores personal information, the software supplier (and the licensee, if it controls the software's data collection) must comply with the APPs. Key obligations include: APP 1 (open and transparent management of personal information — maintaining a privacy policy); APP 3 (lawful collection of personal information); APP 6 (use and disclosure only for the primary purpose of collection); APP 8 (cross-border disclosure — ensuring overseas recipients provide comparable protection); APP 11 (security of personal information — taking reasonable steps to protect against misuse, loss, and unauthorised access). In addition, the Notifiable Data Breaches (NDB) scheme under Part IIIC of the Privacy Act 1988 requires organisations to notify the Office of the Australian Information Commissioner (OAIC) and affected individuals when an eligible data breach (a breach likely to result in serious harm) occurs. Software licence agreements should specify who bears the responsibility for privacy compliance and how data breaches are to be handled and notified.

Who owns intellectual property in software customisations developed under a software licence agreement?

The ownership of intellectual property in customisations developed by the licensor specifically for the licensee's requirements depends entirely on the terms of the software licence agreement, as there is no statutory rule that automatically vests ownership in either party. Under the Copyright Act 1968 (Cth), copyright in a work vests in its author (s35), which is typically the licensor's development team. If the customisations are created by the licensor's employees in the course of their employment, copyright vests in the licensor (s35(6)). Without a contractual provision to the contrary, the licensee would not own the copyright in customisations even if it paid for their development. There are three common approaches: (1) the licensor retains ownership of all customisations, which it then licences back to the licensee — this is most common for SaaS products, as it allows the licensor to incorporate improvements into the core platform; (2) the licensee owns bespoke customisations developed specifically for its requirements, with the licensor retaining ownership of the underlying software — this requires a written assignment under s196 of the Copyright Act 1968; or (3) joint ownership, which is generally not recommended due to the complications of jointly owned IP under Australian law. Parties should negotiate and clearly document the ownership of customisations in the software licence agreement.

Is GST payable on software licence fees in Australia?

Yes, generally. The supply of a software licence is a taxable supply under the A New Tax System (Goods and Services Tax) Act 1999 (Cth), provided the supplier is registered or required to be registered for GST and the supply is made in the course of an enterprise. GST of 10% is payable in addition to the agreed licence fee, and the supplier must issue a valid tax invoice to enable the licensee to claim an input tax credit (if the software is acquired for a creditable purpose). Software licence fees should therefore be expressed as exclusive of GST. For SaaS products supplied to overseas customers for use wholly outside Australia, the supply may be GST-free under the exported services rules in Div 38 of the GST Act (specifically s38-190), where the customer does not use the services in Australia. If the software is supplied as part of a mixed or bundled supply (e.g. software plus training or implementation services), the GST treatment of each component must be considered separately. Australian Taxation Office Taxation Ruling TR 2014/6 provides guidance on the GST treatment of software and cloud computing services.

Software Licence Agreement (Australia)

Software Licence Agreement

This Software Licence Agreement (the "Agreement") is made on [Effective Date] between:

[Licensor Name] (ABN [Licensor ABN]) of [Licensor Street Address], [Licensor Suburb] [Licensor State] [Licensor Postcode] (the "Licensor"); and

[Licensee Name] (ABN [Licensee ABN]) of [Licensee Street Address], [Licensee Suburb] [Licensee State] [Licensee Postcode] (the "Licensee").

The Licensor and Licensee are referred to individually as a "Party" and collectively as the "Parties".

BACKGROUND

A. The Licensor has developed and owns [Software Name], [Software Version] (the "Software"), being [Software Description].

B. The Licensee wishes to obtain a licence to use the Software, and the Licensor is willing to grant such a licence on the terms and conditions of this Agreement.

THE PARTIES AGREE as follows:

1. DEFINITIONS

In this Agreement, unless the context otherwise requires:

"Authorised Users" means [Number of Users] of the Licensee's personnel who are authorised to use the Software.

"Confidential Information" means all non-public information disclosed by one Party to the other, including source code, documentation, pricing, technical specifications, and business information.

"Documentation" means the user manuals, technical specifications, and other documentation provided by the Licensor in connection with the Software.

"GST" means goods and services tax as imposed by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

"Licence Fee" means the fee specified in clause 4.

"Software" means [Software Name], [Software Version], together with all updates, patches, and upgrades provided by the Licensor under this Agreement.

"Support Services" means the technical support services described in clause 6.

2. GRANT OF LICENCE

2.1 Subject to the terms and conditions of this Agreement, including the payment of the Licence Fee, the Licensor grants to the Licensee a non-exclusive, non-transferable licence to use the Software for the Licensee's internal business purposes only, delivered as [Licence Delivery Model].

2.2 The licence granted in clause 2.1 is a [Licence Term Type] licence, commencing on the Effective Date.

2.3 The licence permits use by [Number of Users]. The Licensee must not permit any person other than an Authorised User to access or use the Software.

2.4 The Licensee must not:

copy, reproduce, modify, adapt, or create derivative works from the Software, except as permitted by ss47B or 47C of the Copyright Act 1968 (Cth) (including error correction and interoperability);
reverse engineer, decompile, or disassemble the Software, except to the extent permitted by s47D of the Copyright Act 1968 (Cth);
sell, sublicence, rent, lease, or transfer the Software or any rights in this Agreement to any third party without the Licensor's prior written consent;
use the Software in any unlawful manner or in breach of any applicable Australian law; or
remove or alter any proprietary notices, trade marks, or copyright notices in or on the Software.

2.5 The Licensor reserves all rights in the Software not expressly granted to the Licensee in this Agreement.

3. ACCEPTABLE USE

3.1 The Licensee must use the Software only for lawful purposes and in accordance with this Agreement and the Documentation.

3.2 The Licensee must not use the Software to:

transmit or store any content that is unlawful, offensive, threatening, defamatory, or that infringes the intellectual property rights of any third party;
introduce any virus, malware, ransomware, or other harmful code into the Licensor's systems;
conduct any security penetration testing or vulnerability scanning of the Licensor's systems without prior written consent;
circumvent any security or access control measures; or
infringe the privacy rights of any individual, in breach of the Privacy Act 1988 (Cth).

3.3 The Licensee is responsible for all activity on its account and must notify the Licensor immediately if it becomes aware of any unauthorised access to or use of the Software.

4. LICENCE FEES

4.1 The Licensee must pay the Licensor the Licence Fee of [Licence Fee], payable [Payment Frequency].

4.2 All Licence Fees are exclusive of GST unless otherwise stated. If GST is payable on any supply made under this Agreement, the Licensee must pay to the Licensor an additional amount equal to the GST payable on that supply, upon receipt of a valid tax invoice.

4.3 The Licensor may adjust the Licence Fee on each anniversary of the Effective Date by [Fee Indexation]. The Licensor must give the Licensee at least 30 days' written notice of any fee adjustment.

4.4 If the Licensee fails to pay any amount by the due date, interest accrues on the overdue amount at the rate of 10% per annum, calculated daily from the due date until the date of payment.

4.5 All payments must be made in Australian Dollars (AUD) by electronic funds transfer (EFT) to the Licensor's nominated bank account.

5. INTELLECTUAL PROPERTY

5.1 All intellectual property rights in the Software (including all source code, object code, documentation, algorithms, and software architecture) are and remain owned by the Licensor or its licensors. The Copyright Act 1968 (Cth) protects the Software as a literary work.

5.2 The Licensee does not acquire any ownership rights in the Software by entering into this Agreement. The Licensee's rights are limited to the licence expressly granted in clause 2.

5.3 Where the Licensor develops customisations of the Software specifically for the Licensee, [Customisations Ownership].

5.4 The Licensee grants to the Licensor a licence to use the Licensee's data and feedback solely for the purpose of providing the Software and Support Services under this Agreement.

7. SUPPORT SERVICES AND SLA

7.1 During the licence term, the Licensor will provide the following Support Services to the Licensee:

access to the Software during the agreed uptime guarantee of [Uptime Guarantee];
technical support during [Support Hours];
target response times of [Response Time]; and
provision of updates, patches, and bug fixes as they are generally released.

7.2 The Licensor may conduct scheduled maintenance during off-peak hours. The Licensor will give the Licensee at least 48 hours' advance notice of scheduled maintenance windows that will affect Software availability.

7.3 Where the Licensor fails to meet the uptime guarantee in any calendar month, the Licensee may claim a service credit as the parties have agreed in writing. Service credits are the Licensee's sole remedy for availability failures.

9. AUSTRALIAN CONSUMER LAW

9.1 The Parties acknowledge that the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) may apply to the supply of the Software where the Licensee is a 'consumer' within the meaning of s3 of the ACL (being a person who acquires goods or services priced at or below AUD $100,000, or of a kind ordinarily acquired for personal, domestic, or household use).

9.2 Where the ACL applies, the Licensor's liability for a failure to comply with a consumer guarantee is limited, to the extent permitted by s64A of the ACL, to: (a) in the case of goods, replacement or repair; and (b) in the case of services, re-supply of the services or the cost of having the services re-supplied.

9.3 Nothing in this Agreement excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the ACL that cannot lawfully be excluded, restricted, or modified.

10. WARRANTIES AND LIMITATION OF LIABILITY

10.1 The Licensor warrants that: (a) it owns or has the right to licence the Software; (b) the Software, as delivered, will materially conform to the Documentation; and (c) it will provide the Support Services with reasonable care and skill.

10.2 The Licensee warrants that it has the authority to enter into this Agreement and that its use of the Software will comply with all applicable Australian laws.

10.3 Subject to clause 9 (ACL) and except for liability that cannot be excluded by law, neither Party's total aggregate liability to the other under or in connection with this Agreement in any 12-month period will exceed the total Licence Fees paid or payable by the Licensee in that period.

10.4 Neither Party will be liable to the other for any indirect, special, consequential, or punitive loss or damage, including loss of data, loss of revenue, or loss of business opportunity.

11. CONFIDENTIALITY

11.1 Each Party must keep the other Party's Confidential Information confidential and must not disclose it to any third party without the other Party's prior written consent, except to employees, contractors, and advisers on a need-to-know basis.

11.2 The Licensee must not reverse engineer, decompile, or otherwise attempt to obtain the source code of the Software.

11.3 The obligations of confidentiality survive termination of this Agreement for 5 years.

12. TERM AND TERMINATION

12.1 This Agreement commences on the Effective Date and continues for [Term Duration], unless earlier terminated in accordance with this clause.

12.2 Either Party may terminate this Agreement by giving [Notice Period] written notice to the other Party.

12.3 Either Party may terminate this Agreement immediately by written notice if the other Party:

commits a material breach of this Agreement and fails to remedy it within 14 days of receiving written notice;
becomes insolvent, is placed in administration or liquidation under the Corporations Act 2001 (Cth); or
ceases to carry on business.

12.4 On termination or expiry of this Agreement: (a) the Licensee must immediately cease using the Software; (b) the Licensor must provide the Licensee with an export of all Licensee Data in accordance with clause 6.3 (if applicable); and (c) all provisions that by their nature should survive termination shall survive, including clauses 5, 10, 11, and 13.

13. GENERAL PROVISIONS

13.1 Governing law: This Agreement is governed by the laws of [Governing State], Australia, and each Party irrevocably submits to the non-exclusive jurisdiction of the courts of [Governing State].

13.2 Entire agreement: This Agreement constitutes the entire agreement between the Parties with respect to the Software and supersedes all prior representations, negotiations, and agreements.

13.3 Variation: This Agreement may only be amended by a written instrument signed by both Parties.

13.4 Force majeure: Neither Party is liable for delay or failure to perform its obligations to the extent caused by circumstances beyond its reasonable control, provided it promptly notifies the other Party and takes reasonable steps to minimise the impact.

13.5 Severability: If any provision of this Agreement is unenforceable, it shall be severed without affecting the enforceability of the remaining provisions.

13.6 Assignment: The Licensee must not assign its rights or obligations under this Agreement without the Licensor's prior written consent. The Licensor may assign this Agreement to a related body corporate (as defined in the Corporations Act 2001 (Cth)) without the Licensee's consent.

EXECUTED as an agreement.

SIGNED by the Licensor:

Name: [Licensor Name]

ABN: [Licensor ABN]

SIGNED by the Licensee:

Name: [Licensee Name]

ABN: [Licensee ABN]

Licensor

________________

Signature

Date: ________________

Licensee

________________

Signature

Date: ________________

Maintained by Vladislav Sergienko, Founder·Template last modified: 2026-06-23·Report an error

What Is a Software Licence Agreement (Australia)?

A Software Licence Agreement in Australia grants a licensee permission to use specified software on defined terms, fees, and territory while the owner retains ownership under the Corporations Act 2001 (Cth).

In Australia, software is protected as a literary work under the Copyright Act 1968 (Cth). Copyright in software vests automatically in the author upon creation, without any registration requirement. A Software Licence Agreement gives the Licensee the right to use the software within the defined scope without infringing the Licensor's copyright. Without a licence, the Licensee has no right to use the software, and doing so would constitute copyright infringement under ss36 and 101 of the Copyright Act 1968.

Key legislation governing software licences in Australia includes the Copyright Act 1968 (Cth) (which protects the software and governs the rights granted), the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) (which imposes consumer guarantees on the supply of software), the Privacy Act 1988 (Cth) (which governs the collection and handling of personal information through the software), and the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (which imposes GST on licence fees).

Modern software is typically supplied either as SaaS (Software as a Service), where the software is hosted by the Licensor and accessed over the internet, or as on-premises software, where the software is installed and run on the Licensee's own hardware. Each model raises distinct legal considerations around data ownership, security, uptime obligations, and the right to use the software if the Licensor ceases to operate.

The legal framework governing the Software Licence Agreement (Australia) in Australia draws on several key statutes and regulatory bodies. Under the Corporations Act 2001 (Cth), the Australian Securities and Investments Commission (ASIC) regulates companies and financial services. Section 127 of the Corporations Act 2001 governs company execution of documents. The Australian Competition and Consumer Commission (ACCC) enforces the Competition and Consumer Act 2010 (Cth). The Australian Taxation Office (ATO) administers the Goods and Services Tax under the A New Tax System (Goods and Services Tax) Act 1999. The Federal Court of Australia and Supreme Courts of each state have jurisdiction over corporate disputes. Parties executing a Software Licence Agreement (Australia) in Australia should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Corporations Act 2001 (Cth) sets the foundational requirements.

When Do You Need a Software Licence Agreement (Australia)?

A Software Licence Agreement is required whenever a software developer, technology company, or individual grants another party the right to use their software in Australia. This applies regardless of whether the software is delivered as SaaS, on-premises, or as a mobile or desktop application.

For technology companies and software developers, a Software Licence Agreement is the primary commercial document governing their relationship with every business or individual customer. Without a formal agreement, the scope of the licence, the fee structure, the SLA, and the allocation of risk between the parties are uncertain, creating significant legal exposure for both parties.

A Software Licence Agreement is needed when a business adopts a SaaS platform for business operations — such as accounting software, customer relationship management (CRM) systems, enterprise resource planning (ERP) software, project management tools, or industry-specific platforms. The agreement governs the Licensee's right to use the platform, the uptime guarantee, the data handling obligations, and the consequences of termination.

Custom software development projects frequently combine a development agreement (governing the creation of the software) with a software licence agreement (governing the ongoing right to use and maintain the software). Clearly separating ownership of the base platform (which typically remains with the developer) from ownership of bespoke customisations (which may be assigned to the client) is essential to avoid future disputes.

In startup and early-stage technology contexts, founders who develop software should put in place a Software Licence Agreement (or IP assignment) to confirm that the IP is properly documented as belonging to the company entity, rather than remaining with individual founders or developers.

Software licence agreements are also needed when a business allows its customers, employees, or affiliates to use proprietary tools, portals, or platforms it has developed, and wishes to control the scope of that use, protect the underlying IP, and limit its liability.

What to Include in Your Software Licence Agreement (Australia)

A well-drafted Australian Software Licence Agreement must address the following key elements to be legally effective and commercially protective.

Grant of licence: The licence clause should precisely define the scope of the permission granted — whether it is exclusive or non-exclusive, the number of authorised users, the delivery model (SaaS or on-premises), and the Licensee's permitted use. Restrictions on the Licensee (such as prohibitions on copying, reverse engineering, sublicensing, and making the software available to third parties) should be clearly stated.

Copyright Act exceptions: The Copyright Act 1968 (Cth) grants certain statutory rights to software licensees that cannot be excluded by contract, including the right to make back-up copies (s47C), the right to correct errors (s47B), and the right to decompile for interoperability (s47D). The licence agreement can impose conditions on the exercise of these rights but cannot remove them entirely.

Licence fees and GST: The licence fee, payment frequency, and any annual indexation mechanism should be clearly specified. GST of 10% is payable on software licence fees and must be addressed in the agreement. The Licensor should issue valid tax invoices to enable the Licensee to claim input tax credits.

Service level agreement (SLA): For SaaS products, the uptime guarantee, support hours, and response times for technical issues are critical commercial terms. The agreement should specify the remedy for SLA failures (typically a service credit) and should exclude from the uptime calculation scheduled maintenance and outages caused by the Licensee or third parties.

Australian Consumer Law (ACL): The ACL's consumer guarantees cannot be excluded for consumers. The agreement should include an ACL savings clause and, where appropriate, limit the Licensor's ACL liability in accordance with s64A of the ACL.

Privacy and data handling: If the software processes personal information, the agreement must address compliance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles, including the handling of data breaches under the Notifiable Data Breaches scheme.

IP ownership of customisations: The ownership of bespoke customisations should be clearly negotiated and documented, as there is no default rule under Australian law that vests ownership in the paying party.

Data portability on termination: The Licensee should have the right to receive a complete export of its data in a usable format on termination, particularly for SaaS products where the Licensee's data resides on the Licensor's servers.

Additional compliance elements for a Software Licence Agreement (Australia) used in Australia include: Under the Corporations Act 2001 (Cth), the Australian Securities and Investments Commission (ASIC) regulates companies and financial services. Section 127 of the Corporations Act 2001 governs company execution of documents. The Australian Competition and Consumer Commission (ACCC) enforces the Competition and Consumer Act 2010 (Cth). The Australian Taxation Office (ATO) administers the Goods and Services Tax under the A New Tax System (Goods and Services Tax) Act 1999. The Federal Court of Australia and Supreme Courts of each state have jurisdiction over corporate disputes. Forms-legal.com provides this template as a starting point for Australia-compliant documentation.

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BibTeX

@misc{formslegal-software-licence-agreement-australia,
  author       = {{Forms Legal}},
  title        = {Software Licence Agreement (Australia) (Australia)},
  year         = {2026},
  howpublished = {\url{https://forms-legal.com/australia/business/intellectual-property/software-licence-agreement-australia}},
  note         = {Free legal document template. Based on Corporations Act 2001 (Cth)}
}

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Frequently Asked Questions

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This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer

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