Software Licence Agreement (New Zealand)
SOFTWARE LICENCE AGREEMENT
This Software Licence Agreement ("Agreement") is entered into on [Signing Date] between [Licensor Name] of [Licensor Address] ("Licensor") and [Licensee Name] of [Licensee Address] ("Licensee").
This Agreement is governed by the Contract and Commercial Law Act 2017 (CCLA) and the Copyright Act 1994 (NZ).
1. SOFTWARE
1.1 The software subject to this Agreement is: [Software Name], [Software Version] (the "Software").
1.2 Description: [Software Description]
1.3 The Licensor is the owner of all intellectual property rights in the Software, including copyright under the Copyright Act 1994.
2. GRANT OF LICENCE
2.1 Subject to the terms and conditions of this Agreement, the Licensor hereby grants the Licensee a non-exclusive, non-transferable [Licence Type] licence to use the Software for [Number of Users] authorised users, commencing [Commencement Date], for a term of [Licence Term].
2.2 Permitted use: [Permitted Use]
2.3 Restrictions: [Restricted Acts]
2.4 The Licensee shall not: (a) copy the Software except as strictly necessary for normal use and backup purposes; (b) decompile, disassemble, or reverse engineer the Software; (c) remove or alter any proprietary notices or labels; or (d) use the Software to develop a competing product.
3. LICENCE FEES
3.1 The Licensee shall pay the Licensor the licence fee of NZD $[Licence Fee Amount], payable [Payment Schedule].
3.2 GST: [GST Included]. All fees are subject to GST at 15% pursuant to the Goods and Services Tax Act 1985 where applicable.
3.3 Late payments attract interest at the rate of 10% per annum under the Interest on Money Claims Act 2016.
4. SUPPORT AND UPDATES
4.1 Technical support included: [Support Included]. [Support Details]
4.2 Software updates and patches: [Updates Included].
4.3 The Licensor may release new versions of the Software. The Licensee's entitlement to access new major versions is subject to a separate agreement unless otherwise specified.
5. INTELLECTUAL PROPERTY
5.1 All intellectual property rights in the Software, including copyright, remain with the Licensor. This Agreement grants a licence only; no ownership rights are transferred.
5.2 Any modifications or enhancements to the Software made at the Licensor's direction shall vest in the Licensor.
5.3 The Licensee must notify the Licensor of any unauthorised copying or use of the Software that comes to the Licensee's attention.
6. LIMITATION OF LIABILITY
6.1 To the maximum extent permitted by the Consumer Guarantees Act 1993 and the Fair Trading Act 1986, the Licensor's total liability to the Licensee under this Agreement shall not exceed the licence fee paid in the preceding 12 months.
6.2 The Licensor excludes all liability for indirect, consequential, or special loss or damage. Nothing in this Agreement limits liability for death, personal injury, or fraudulent misrepresentation.
6.3 Where the Licensee is a consumer within the meaning of the Consumer Guarantees Act 1993, nothing in this Agreement excludes or limits any guarantee under that Act.
7. TERMINATION
7.1 Either party may terminate this Agreement on 30 days' written notice.
7.2 The Licensor may terminate immediately if the Licensee breaches this Agreement and fails to remedy the breach within 14 days of written notice.
7.3 On termination, the Licensee must immediately cease using the Software, delete all copies, and certify such deletion in writing to the Licensor.
8. GOVERNING LAW
8.1 This Agreement is governed by the laws of New Zealand. The parties submit to the exclusive jurisdiction of the New Zealand courts.
9. SIGNATURES
LICENSOR: [Licensor Name] | NZBN: [Licensor NZBN] | Signature: _________________________ | Date: _________________________
LICENSEE: [Licensee Name] | NZBN: [Licensee NZBN] | Signature: _________________________ | Date: _________________________
What Is a Software Licence Agreement (New Zealand)?
A Software Licence Agreement in New Zealand grants a licensee permission to use specified software on defined terms, fees, and territory while the owner retains ownership under the Companies Act 1993.
New Zealand's software industry has grown substantially, driven by a vibrant tech ecosystem supported by organisations such as NZTech and Callaghan Innovation. Software licence agreements are foundational documents for this industry, governing everything from off-the-shelf accounting software to complex enterprise resource planning (ERP) systems used by New Zealand's largest corporations and government agencies.
The Contract and Commercial Law Act 2017 (CCLA) and the Copyright Act 1994 form the primary legislative framework for software licensing in New Zealand, supplemented by the Consumer Guarantees Act 1993 and Fair Trading Act 1986 where the licensee is a consumer or small business.
A Software Licence Agreement specifies the type of licence (perpetual, subscription, site, or enterprise), the number of authorised users, the permitted use, prohibited acts (such as reverse engineering or sublicensing), the fees and payment schedule, support and update entitlements, limitation of liability provisions, and termination rights.
As cloud-based software (SaaS) has become prevalent, it is important to distinguish between a traditional software licence agreement (where software is installed locally) and a SaaS agreement (where software is accessed remotely as a service). Both types of agreements are important in the New Zealand market, and this template focuses on the traditional software licence. Software licence agreements in New Zealand must comply with the Copyright Act 1994, which is the primary legislation governing intellectual property in software. Under the Copyright Act 1994, software (computer programs) is protected as a literary work, and the licence must define the scope of permitted use clearly to avoid the licensor's copyright being infringed. The Commerce Commission has jurisdiction under the Commerce Act 1986 to investigate anti-competitive licensing terms that restrict competition in New Zealand software markets.
When Do You Need a Software Licence Agreement (New Zealand)?
A Software Licence Agreement is needed in New Zealand whenever a software vendor grants a customer the right to install and use software, whether the software is delivered on physical media, downloaded digitally, or deployed on a private server. Common situations include:
**Commercial software distribution:** New Zealand software companies selling their products to domestic or international customers need a written licence agreement to define the terms of use and protect their intellectual property.
**Enterprise software procurement:** Large New Zealand organisations procuring ERP, CRM, or other enterprise software from vendors require a thorough licence agreement that addresses the number of users, integration rights, support levels, and liability limitations.
**Embedded software:** New Zealand manufacturers and technology companies embedding software in hardware products (such as IoT devices or industrial equipment) need licence agreements for any third-party software components used.
**Open source software governance:** While open source software is typically distributed under permissive or copyleft licences (such as MIT, Apache, or GPL), commercial additions to open source products require a supplemental licence agreement.
**Government procurement:** New Zealand government agencies procuring software must comply with the Government Rules of Sourcing and typically use structured licence agreements that address official information, privacy, and security requirements. A Software Licence Agreement is also needed when a New Zealand government agency procures software under the New Zealand Government Procurement Rules, which require agencies to consider open source alternatives and to require that software licences provide value for money and do not create undue vendor lock-in.
What to Include in Your Software Licence Agreement (New Zealand)
A thorough Software Licence Agreement for New Zealand should include:
**Software identification:** The name, version, and description of the software being licensed, with reference to any documentation, APIs, or modules included.
**Licence type and scope:** The type of licence (perpetual, subscription, site, enterprise), the number of authorised users, and the specific permitted uses.
**Restrictions:** Prohibited acts, including reverse engineering, decompilation, sublicensing, and use beyond the specified number of users or installation locations.
**Fees and payment:** The licence fee in NZD, payment schedule, GST treatment under the Goods and Services Tax Act 1985, and interest on late payments under the Interest on Money Claims Act 2016.
**Support and updates:** What technical support is included, the support hours (noting NZST), and whether software updates and security patches are part of the licence.
**Intellectual property:** Confirmation that all IP remains with the licensor under the Copyright Act 1994, and the licensee's obligations to protect the licensor's IP.
**Limitation of liability:** Cap on liability and exclusions for consequential loss, consistent with the Consumer Guarantees Act 1993 and Contract and Commercial Law Act 2017 where applicable.
**Termination:** Grounds for termination, notice requirements, and post-termination obligations (including software deletion certification).
**Governing law:** New Zealand law, with reference to the CCLA 2017 and Copyright Act 1994. The forms-legal.com Software Licence Agreement (New Zealand) provides a ready-to-use template that meets New Zealand legal requirements. Additional provisions for New Zealand software licence agreements include: compliance with the Privacy Act 2020 where the software processes personal information about New Zealand residents, including a data processing schedule specifying the licensor's data handling obligations; a clause addressing the Consumer Guarantees Act 1993 guarantees that apply where the licensee is a consumer (not in trade); a clause specifying whether the licence is subject to the Financial Markets Conduct Act 2013 where the software is used in connection with a financial service; and a dispute resolution clause referencing New Zealand's arbitration framework under the Arbitration Act 1996.
Cite this page
Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Software Licence Agreement (New Zealand) (New Zealand) [Legal document template]. Forms Legal. https://forms-legal.com/new-zealand/business/intellectual-property/software-licence-agreement-new-zealand
"Software Licence Agreement (New Zealand) (New Zealand)." Forms Legal, 2026, https://forms-legal.com/new-zealand/business/intellectual-property/software-licence-agreement-new-zealand.
@misc{formslegal-software-licence-agreement-new-zealand,
author = {{Forms Legal}},
title = {Software Licence Agreement (New Zealand) (New Zealand)},
year = {2026},
howpublished = {\url{https://forms-legal.com/new-zealand/business/intellectual-property/software-licence-agreement-new-zealand}},
note = {Free legal document template. Based on Companies Act 1993}
}
Frequently Asked Questions
A Software Licence Agreement in New Zealand provides critical legal protections for both the software vendor (licensor) and the customer (licensee). For the licensor, the agreement protects intellectual property rights in the software under the Copyright Act 1994, which treats computer programs as literary works entitled to full copyright protection. The agreement restricts unauthorised copying, distribution, reverse engineering, and sublicensing, all of which would otherwise constitute copyright infringement under section 35 of the Copyright Act 1994. It also limits the licensor's liability for software defects and consequential losses. For the licensee, the agreement specifies exactly what rights they have to install and use the software, how many users may access it, what support and updates are included, and what happens if the licensor becomes insolvent or discontinues the product. Importantly, the agreement must comply with the Consumer Guarantees Act 1993 and Fair Trading Act 1986 where the licensee is a consumer or small business, as certain statutory guarantees cannot be excluded.
In New Zealand, a software licence agreement cannot exclude statutory consumer protections where the licensee qualifies as a consumer under the Consumer Guarantees Act 1993 or where the Fair Trading Act 1986 applies. The Consumer Guarantees Act 1993 implies guarantees into contracts for the supply of services (including software services), including that services will be performed with reasonable care and skill and will be fit for their purpose. Under section 43 of the Consumer Guarantees Act 1993, a business cannot contract out of these guarantees in a consumer transaction. However, under section 43(2), the guarantees can be excluded where both parties are in trade and where it is fair and reasonable to do so. The Fair Trading Act 1986 prohibits misleading and deceptive conduct and false representations, which applies to all software marketing and licensing regardless of the parties' status. Software licence agreements should be carefully drafted by a New Zealand lawyer to include appropriate disclaimers while remaining within the bounds of applicable consumer law.
A source code escrow arrangement is a mechanism by which a software vendor (licensor) deposits the source code of their software with a neutral third-party escrow agent. The deposited source code is released to the licensee if specified 'release events' occur — typically the vendor's insolvency, liquidation, or failure to maintain the software. Source code escrow is particularly important for mission-critical software where the licensee relies on the software for core business operations and would be severely impacted if the software could no longer be maintained. In New Zealand, source code escrow is available through specialist escrow providers and some legal firms. It is more commonly negotiated for bespoke enterprise software arrangements than for off-the-shelf commercial software. The New Zealand software market has grown significantly with the expansion of the local tech sector, and sophisticated licensees — particularly in banking, health, and government — increasingly require escrow as part of significant software procurement.
New Zealand software licence agreements typically include limitation of liability clauses that seek to cap the licensor's exposure to claims arising from software defects, downtime, or data loss. Common structures include: a cap on total liability equal to the licence fees paid in the preceding 12 months (or another fixed period); exclusion of liability for indirect, consequential, or special loss — including loss of profits, loss of data, and business interruption; and exclusion of implied warranties to the extent permitted by law. However, New Zealand's contract law (Contract and Commercial Law Act 2017), Consumer Guarantees Act 1993, and Fair Trading Act 1986 impose limits on the effectiveness of exclusion clauses. Courts may also apply the Unfair Contract Terms provisions under the Contract and Commercial Law Act 2017 to strike down unreasonable exclusion clauses in standard form agreements. Liability for death or personal injury caused by negligence cannot be excluded under New Zealand law. Software vendors should obtain legal advice to ensure their limitation clauses will be enforceable in the New Zealand context.
When a New Zealand company that holds a software licence goes into liquidation under the Companies Act 1993, the software licence — as a contractual right — forms part of the company's assets available to the liquidator. The liquidator may elect to continue using the software for the purposes of the liquidation, disclaim the licence as an onerous property under section 269 of the Companies Act 1993, or attempt to sell or assign the licence to a third party (subject to any restrictions on assignment in the licence agreement). Most software licence agreements in New Zealand include an automatic termination provision triggered by insolvency or liquidation, which limits the licensee's ability to transfer the licence. Conversely, if the software vendor (licensor) goes into liquidation, the licensee may be at risk of losing access to the software and any maintenance or support. This risk is mitigated by source code escrow arrangements or by ensuring the licence agreement survives the vendor's insolvency.
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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