White Label Agreement (New Zealand)
This White Label Agreement (the “Agreement”) is made on [Agreement Date] between:
[Developer Name] (NZBN [Developer NZBN]), of [Developer Address], [Developer City] [Developer Postcode], email: [Developer Email] (the “Developer”); and
[Reseller Name] (NZBN [Reseller NZBN]), of [Reseller Address], [Reseller City] [Reseller Postcode], email: [Reseller Email] (the “Reseller”).
The Developer and the Reseller are referred to collectively as the “Parties”.
BACKGROUND
A. The Developer has developed and owns the [Product Name] platform and all associated intellectual property rights.
B. The Reseller wishes to obtain a white label licence to rebrand and resell the [Product Name] platform under the [Reseller Brand Name] brand to end users within the agreed territory.
C. The Developer is willing to grant such a licence on the terms and conditions set out in this Agreement.
D. The Parties intend this Agreement to be governed by the Contract and Commercial Law Act 2017 (CCLA) and the Copyright Act 1994.
NOW, THEREFORE, the Parties agree as follows:
1. DEFINITIONS
In this Agreement, the following terms have the following meanings:
“Background IP” means any intellectual property rights owned or controlled by the Developer before the commencement of this Agreement or developed independently of this Agreement, including all intellectual property rights subsisting in the [Product Name] platform, source code, object code, databases, algorithms, know-how, methodologies, and proprietary technology.
“End Users” means the customers of the Reseller who subscribe to or use the white label product marketed under the [Reseller Brand Name] brand.
“Platform” means the [Product Name] software platform described in clause 2.1, together with all updates, upgrades, and new releases provided to the Reseller under this Agreement.
“Reseller Brand” means the [Reseller Brand Name] brand, logo, and trade marks owned by or licenced to the Reseller.
“White Label Product” means the Platform as rebranded and customised by the Reseller under this Agreement for sale to End Users.
“Confidential Information” means all non-public information disclosed by either Party to the other in connection with this Agreement that is identified as confidential or that a reasonable person would understand to be confidential.
2. WHITE LABEL PRODUCT AND LICENCE
2.1 Product Description: [Product Description]
2.2 The Developer grants the Reseller a [Exclusivity] licence to use, rebrand, and resell the Platform as the White Label Product to End Users within the following territory: [Licence Territory].
2.3 The Reseller may market and sell the White Label Product under the [Reseller Brand Name] brand to End Users in the agreed territory, subject to a maximum of [User Licence Cap] end-user seats (where applicable).
2.4 Permitted Customisations: [Customisation Scope]
2.5 The Reseller must not: (a) sublicence the Platform or the White Label Product to any third party for resale purposes (other than to End Users in the ordinary course of business); (b) modify, decompile, reverse-engineer, or create derivative works of the Platform’s source code; (c) remove or obscure any copyright notices, proprietary markings, or metadata embedded in the Platform; or (d) use the Developer’s name, trade marks, or brand in any marketing or communications without the Developer’s prior written consent.
3. FEES, ROYALTIES, AND PAYMENT
3.1 In consideration of the white label licence granted under clause 2, the Reseller agrees to pay the Developer NZD $[Fee Amount] ([GST Treatment]) on [Fee Structure] basis.
3.2 The Developer will issue tax invoices to the Reseller in accordance with this Agreement. Each tax invoice will comply with the requirements of the Goods and Services Tax Act 1985 and, where the Developer is registered for GST, will include the Developer’s GST registration number.
3.3 The Reseller must pay each invoice within [Payment Terms] days of the invoice date by electronic funds transfer to the bank account nominated by the Developer. Time is of the essence with respect to payment obligations.
3.4 If the Reseller fails to pay any invoice by the due date, the Developer may: (a) charge interest on the overdue amount at the rate of 10% per annum calculated daily from the due date until payment is received in full; and (b) suspend the Reseller’s access to the Platform upon 7 days’ written notice, without prejudice to any other rights or remedies available to the Developer.
3.5 The Developer may review and adjust the fee structure on not less than 60 days’ written notice to the Reseller at each anniversary of the commencement date. If the Reseller does not accept the revised fee, the Reseller may terminate this Agreement on 30 days’ written notice, subject to clause 8.
4. INTELLECTUAL PROPERTY
4.1 The Developer owns and retains all intellectual property rights in the Platform, the Background IP, and any improvements, updates, or modifications to the Platform, whether developed by the Developer alone or in collaboration with the Reseller. Nothing in this Agreement transfers any ownership of the Developer’s intellectual property to the Reseller.
4.2 All intellectual property rights in the Developer’s Platform, including copyright in the source code and object code, are owned by the Developer under the Copyright Act 1994. The Reseller acknowledges that the Platform constitutes a 'computer program' within the meaning of the Copyright Act 1994 and that copyright in the Platform vests in the Developer as the author.
4.3 The Reseller owns and retains all intellectual property rights in the Reseller Brand and any original content created by the Reseller. The Reseller grants the Developer a non-exclusive, royalty-free licence to use the Reseller Brand solely for the purpose of delivering the white label customisations under this Agreement.
4.4 If the Reseller reports bugs, provides feedback, or makes suggestions for improvements to the Platform during the term, any improvements implemented by the Developer as a result of such feedback will be owned by the Developer. The Reseller’s feedback does not create any joint authorship or joint ownership of the Platform.
4.5 The Reseller must not register, apply to register, or claim any trade mark, domain name, or other intellectual property right that incorporates the Developer’s name or any element of the Platform’s trade marks without the Developer’s prior written consent.
5. SUPPORT AND SERVICE LEVELS
5.1 The Developer will use commercially reasonable endeavours to make the Platform available to the Reseller and its End Users for at least [Uptime Commitment] of each calendar month, excluding scheduled maintenance windows of which the Developer provides at least 48 hours’ advance written notice.
5.2 The Developer will respond to critical support issues raised by the Reseller within [Support Response Time] hours of receiving a written support request via the Developer’s designated support channel. A “critical” issue means one that makes the Platform completely unavailable or substantially prevents End Users from using the Platform’s core functions.
5.3 The Developer will provide the Reseller with updates, bug fixes, and security patches for the Platform on a rolling basis. The Reseller acknowledges that updates may require temporary scheduled downtime, and the Developer will provide advance notice in accordance with clause 6.1.
5.4 The Developer is not responsible for any failure in the Platform caused by: (a) the Reseller’s or End Users’ misuse or modification of the Platform; (b) third-party software, hardware, or internet connectivity failures outside the Developer’s control; or (c) force majeure events as defined in clause 11.
6. DATA PRIVACY AND SECURITY
6.1 Each Party must handle all personal information collected, held, used, or disclosed in connection with this Agreement in accordance with the Privacy Act 2020 and the 13 Information Privacy Principles (IPPs).
6.2 The Developer, in its capacity as a processor of End User personal information on behalf of the Reseller, must: (a) process personal information only in accordance with the Reseller’s documented instructions; (b) implement appropriate technical and organisational measures to protect personal information against unauthorised access, disclosure, loss, or destruction; and (c) notify the Reseller within 72 hours of becoming aware of any privacy breach that has caused, or is reasonably likely to cause, serious harm to End Users, as required by the Privacy Act 2020.
6.3 The Reseller, as the party with the direct relationship with End Users, is responsible for obtaining End Users’ informed consent to the collection and processing of their personal information as required by the Privacy Act 2020 and for providing End Users with a compliant privacy policy.
6.4 On termination of this Agreement, the Developer must, at the Reseller’s election, delete or return all End User personal information held by the Developer in connection with the Platform within 30 days, except to the extent that retention is required by applicable New Zealand law.
7. TERM AND TERMINATION
7.1 This Agreement commences on [Commencement Date] and continues for an initial term of [Initial Term] months, after which it continues on a rolling basis until terminated in accordance with this clause.
7.2 Either Party may terminate this Agreement after the initial term by giving [Notice Period] days’ written notice to the other Party.
7.3 Either Party may terminate this Agreement immediately by written notice if the other Party: (a) commits a material breach and fails to remedy it within 14 days of receiving written notice; (b) commits an unremedied breach of its confidentiality, intellectual property, or data privacy obligations; (c) becomes insolvent, enters into liquidation, or is placed into receivership within the meaning of the Companies Act 1993; or (d) in the case of the Reseller, fails to pay any amount due under this Agreement within 30 days of the due date.
7.4 On termination: (a) all licences granted under this Agreement immediately cease; (b) the Reseller must cease all use and distribution of the White Label Product; (c) the Reseller must remove all branding derived from the Platform from its products, website, and marketing materials within 30 days; and (d) the Reseller must pay all outstanding amounts owing to the Developer.
7.5 Clauses 4 (Intellectual Property), 7 (Data Privacy), 9 (Confidentiality), and 10 (Limitation of Liability) survive termination of this Agreement.
8. CONFIDENTIALITY
8.1 Each Party (the “Receiving Party”) must keep confidential all Confidential Information disclosed by the other Party (the “Disclosing Party”) and must not disclose it to any third party without the Disclosing Party’s prior written consent, except to employees, contractors, and professional advisers on a strictly need-to-know basis and subject to equivalent confidentiality obligations.
8.2 The confidentiality obligations in this clause continue for [Confidentiality Period] years after termination of this Agreement.
8.3 Confidentiality obligations do not apply to information that: (a) is or becomes publicly known other than through a breach of this Agreement; (b) was already known to the Receiving Party before disclosure; (c) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information; or (d) is required to be disclosed by applicable New Zealand law or by order of a court of competent jurisdiction.
8.4 The Developer’s source code, architecture, algorithms, pricing models, and customer lists are Confidential Information of the Developer. The Reseller’s End User data, business strategies, and commercial terms are Confidential Information of the Reseller.
9. LIMITATION OF LIABILITY
9.1 To the maximum extent permitted by New Zealand law, the Developer’s aggregate liability to the Reseller for all claims arising under or in connection with this Agreement, whether in contract, tort (including negligence), equity, or statute, is limited to the total amount of fees paid by the Reseller to the Developer in the 12 months preceding the event giving rise to the claim.
9.2 To the maximum extent permitted by New Zealand law, neither Party is liable to the other for any indirect, special, or consequential loss or damage, including loss of revenue, loss of profits, loss of business, loss of anticipated savings, or loss or corruption of data, even if advised of the possibility of such loss or damage.
9.3 Nothing in this clause limits liability for: (a) death or personal injury caused by negligence; (b) fraud or dishonesty; (c) a Party’s obligations under the confidentiality and intellectual property clauses; or (d) any liability that cannot be excluded or limited under the Consumer Guarantees Act 1993 or any other applicable New Zealand law.
10. GENERAL PROVISIONS
10.1 Force Majeure: Neither Party is liable for failure to perform any obligation under this Agreement to the extent such failure is caused by a force majeure event beyond that Party’s reasonable control, including natural disaster, pandemic, cyberattack by a third party, or government-imposed restrictions. The affected Party must notify the other Party in writing within 3 working days and use reasonable endeavours to mitigate the impact.
10.2 Independent Contractors: The Parties are independent contractors. Nothing in this Agreement creates a relationship of employment, partnership, joint venture, or agency between the Parties.
10.3 Dispute Resolution: The Parties will attempt to resolve any dispute through good-faith negotiation within 14 days of written notice. If unresolved, either Party may refer the dispute to a mediator appointed by the Arbitrators’ and Mediators’ Institute of New Zealand (AMINZ) before commencing legal proceedings.
10.4 Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to the white label arrangement and supersedes all prior representations, negotiations, and understandings, whether oral or written.
10.5 Amendments: This Agreement may only be amended by a written instrument signed by authorised representatives of both Parties.
10.6 Assignment: The Reseller may not assign, transfer, or sublicence its rights under this Agreement without the Developer’s prior written consent. The Developer may assign this Agreement to a successor entity upon written notice to the Reseller.
10.7 Waiver: A failure or delay by either Party to exercise any right under this Agreement does not operate as a waiver of that right.
10.8 Governing Law and Jurisdiction: This Agreement is governed by the laws of New Zealand, including the Contract and Commercial Law Act 2017 and the Copyright Act 1994. Each Party submits to the non-exclusive jurisdiction of the courts of New Zealand.
EXECUTED as a White Label Agreement.
DEVELOPER
Full name / company name: [Developer Name]
NZBN: [Developer NZBN]
Address: [Developer Address], [Developer City] [Developer Postcode]
RESELLER
Full name / company name: [Reseller Name]
NZBN: [Reseller NZBN]
Address: [Reseller Address], [Reseller City] [Reseller Postcode]
Developer
________________
Signature
Reseller
________________
Signature
What Is a White Label Agreement (New Zealand)?
A White Label Agreement in New Zealand grants a licensee permission to use a specified branded product on defined terms, fees, and territory while the owner retains ownership under the Companies Act 1993.
In a typical New Zealand white label arrangement, the Developer has invested significant resources in developing a software platform, technology product, or digital service. The Developer wishes to expand its market reach by allowing third-party resellers to market and sell the platform under the resellers' own brands, rather than (or in addition to) selling the platform directly under the Developer's own brand. This model allows the Developer to access new customer segments and geographies with minimal incremental sales and marketing expenditure, while the Reseller gains access to a proven technology platform without the substantial costs and time required to develop a comparable product from scratch.
The Copyright Act 1994 is the central piece of intellectual property legislation in New Zealand and is fundamental to a white label agreement. Copyright in a computer program — including the source code and object code of the software platform — vests in the author or, where the program is created by an employee in the course of employment, in the employer (section 21(2) of the Copyright Act 1994). In a white label arrangement, the Developer retains all copyright and intellectual property rights in the underlying platform as Background IP, and grants the Reseller a contractual licence to use, rebrand, and resell the platform. A licence is not a transfer of ownership — the Reseller receives the right to use the IP, not the IP itself.
The Contract and Commercial Law Act 2017 (CCLA) provides the primary statutory framework for commercial contracts in New Zealand. The CCLA consolidated 11 previously separate commercial statutes and covers contractual remedies, misrepresentation, privity of contract, and electronic transactions. Key CCLA provisions relevant to white label agreements include the rules governing contract formation, the remedies available for breach, and the effect of exclusion and limitation of liability clauses.
The Privacy Act 2020 introduces significant data protection obligations in the context of SaaS and white label arrangements. Where the Developer's platform processes personal information of the Reseller's end users, both the Developer and the Reseller are subject to the 13 Information Privacy Principles (IPPs). The Privacy Act 2020 introduced mandatory breach reporting — requiring agencies to notify the Privacy Commissioner and affected individuals of privacy breaches that have caused or are likely to cause serious harm. A white label agreement must clearly address how personal information will be handled, who is responsible for compliance with the IPPs, and what happens to end user data on termination.
GST at 15% applies to the supply of software licences and services under the Goods and Services Tax Act 1985. The agreement must specify whether the licence fee is inclusive or exclusive of GST, and the Developer must issue tax invoices complying with the GST Act 1985 where registered for GST. White label agreements in New Zealand are governed by the Contract and Commercial Law Act 2017 (CCLA 2017) and must also consider the Fair Trading Act 1986, which prohibits misleading or deceptive conduct and false representations about the origin or characteristics of goods and services. The Commerce Commission enforces the Fair Trading Act 1986 and has taken action against businesses that present white-labelled products as their own manufacture without adequate disclosure.
When Do You Need a White Label Agreement (New Zealand)?
A White Label Agreement is required whenever a software developer or digital product company in New Zealand authorises a third party to rebrand and resell its product under that third party's own brand. Without a written agreement, the scope of the reseller's rights is unclear, intellectual property ownership is unprotected, and neither party has certainty about their obligations or liability.
SaaS companies and software developers need a White Label Agreement when engaging resellers, agencies, or channel partners to distribute their platform under partner brands. This is a common distribution strategy in the New Zealand technology sector, where many software companies develop products for the local market and then expand through reseller channels into the Australian, South-East Asian, and Pacific Island markets.
Digital agencies in New Zealand frequently use white label arrangements to supplement their service offerings. For example, a marketing agency may white-label a social media management platform, a project management tool, or an analytics dashboard and resell it to their clients under the agency's own brand. Without a written White Label Agreement, the agency lacks certainty about the scope of their licence, the developer may terminate the arrangement at will, and the parties have no agreed framework for handling client data or resolving disputes.
Technology companies entering the New Zealand market through local distribution partners need a White Label Agreement to formalise the relationship and to confirm that the developer's intellectual property is protected. The agreement should define the permitted territory, the scope of the licence (exclusive or non-exclusive), the permitted customisations, the fee structure, and the termination provisions.
The Privacy Act 2020 makes a written White Label Agreement particularly important where the platform processes personal information of end users. A written agreement is necessary to document the data processing arrangements, allocate responsibility for privacy compliance, and establish the obligations of each party in the event of a privacy breach.
White label arrangements are also essential in regulated industries such as financial services, healthcare, and telecommunications, where the platform or software must comply with applicable sector-specific regulations. The agreement should specify which party is responsible for obtaining any necessary regulatory approvals or licences, and how compliance obligations are allocated between the developer and the reseller.
What to Include in Your White Label Agreement (New Zealand)
A thorough New Zealand White Label Agreement should include the following key provisions to protect both the Developer's intellectual property and the Reseller's investment in the platform.
Parties and NZBN — Identify each party by their full legal name and, for companies registered under the Companies Act 1993, their New Zealand Business Number (NZBN). The NZBN is a 13-digit identifier issued by the New Zealand Business Register and is increasingly required in commercial contracts.
Product Description and Permitted Customisations — Provide a detailed description of the platform being white-labelled, including its key features and functionality. Specify precisely what the Reseller is permitted to customise (e.g. branding, logo, domain name, email templates, help documentation) and what the Reseller is not permitted to modify (e.g. source code, APIs, core functionality). Clarity about permitted customisations is essential for preventing intellectual property disputes.
Licence Scope, Territory, and Exclusivity — Define the scope of the white label licence, including the permitted territory, whether the licence is exclusive or non-exclusive, and any restrictions on the number of end-user seats or sub-licences. An exclusive territory commitment should be supported by minimum performance thresholds.
Fees, GST, and Payment Terms — State the licence fee clearly, whether it is inclusive or exclusive of GST at 15%, the invoicing frequency, and the payment terms. The fee review mechanism should be specified, including the notice period required before a fee increase takes effect.
Intellectual Property Ownership — Confirm that the Developer retains all ownership of the Background IP, including copyright in the platform under the Copyright Act 1994. Confirm that the Reseller retains ownership of the Reseller Brand. Address the ownership of any new intellectual property created during the term and any contributed IP from the Reseller.
Data Privacy and Security — Allocate responsibility for compliance with the Privacy Act 2020 and the Information Privacy Principles between the parties. Specify the security measures required to protect end user data, the breach notification obligations, and the treatment of personal information on termination.
Service Levels and Support — Define the uptime commitment, the support response times for different issue categories, and the remedies available to the Reseller for service level failures (e.g. service credits or termination rights for persistent failures).
Confidentiality — Include mutual confidentiality obligations covering the Developer's proprietary technology and the Reseller's business strategies and customer data. Specify the period during which confidentiality obligations continue after termination.
Term and Termination — Specify the initial term, the renewal mechanism, the notice period for termination for convenience, and the grounds for immediate termination. Include clear provisions addressing what happens to end user access and data on termination.
Governing Law — The agreement should be governed by the laws of New Zealand, with reference to the CCLA 2017 and the Copyright Act 1994. Each party should submit to the non-exclusive jurisdiction of the courts of New Zealand. The forms-legal.com White Label Agreement (New Zealand) provides a ready-to-use template that meets New Zealand legal requirements. Additional provisions for New Zealand white label agreements include: a clause addressing the intellectual property ownership and licence arrangements under the Copyright Act 1994 and Trade Marks Act 2002, including the scope of the white label partner's right to use the supplier's underlying IP; a clause addressing the Financial Markets Conduct Act 2013 where the white-labelled products are financial products or services; a clause confirming compliance with the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 (AML/CFT Act 2009) obligations for each party; a clause addressing data sharing and privacy obligations under the Privacy Act 2020; and a clause specifying the dispute resolution mechanism, including whether disputes will be resolved by arbitration under the Arbitration Act 1996 or by New Zealand courts.
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Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). White Label Agreement (New Zealand) (New Zealand) [Legal document template]. Forms Legal. https://forms-legal.com/new-zealand/business/intellectual-property/white-label-agreement-new-zealand
"White Label Agreement (New Zealand) (New Zealand)." Forms Legal, 2026, https://forms-legal.com/new-zealand/business/intellectual-property/white-label-agreement-new-zealand.
@misc{formslegal-white-label-agreement-new-zealand,
author = {{Forms Legal}},
title = {White Label Agreement (New Zealand) (New Zealand)},
year = {2026},
howpublished = {\url{https://forms-legal.com/new-zealand/business/intellectual-property/white-label-agreement-new-zealand}},
note = {Free legal document template. Based on Companies Act 1993}
}Also available for these jurisdictions:
Frequently Asked Questions
Under the Copyright Act 1994, copyright in a computer program vests in the author — that is, the person who created the program. For a software product developed by a New Zealand company, the company (or its employees, under the employer-authorship rule in section 21(2) of the Copyright Act 1994) will typically be the first owner of copyright. In a white label arrangement, the developer retains all copyright and intellectual property rights in the underlying platform, source code, object code, databases, and proprietary technology, collectively referred to as the Background IP. The reseller receives a contractual licence to use, rebrand, and resell the platform under their own brand, but does not receive any ownership of the developer's intellectual property. The agreement should make this ownership position explicit and should confirm that the reseller is not permitted to decompile, reverse-engineer, or create derivative works from the platform without the developer's written consent. Where the reseller contributes their own original intellectual property to the white label product — such as integrations, custom modules, or original content — the reseller retains ownership of that contributed IP, and a separate licence back to the developer is required to enable the developer to use it in delivering the platform.
Under the Privacy Act 2020, any organisation that collects, holds, uses, or discloses personal information must comply with the 13 Information Privacy Principles (IPPs). In a white label software arrangement, both the developer (as the party operating the underlying platform) and the reseller (as the party with the direct customer relationship) will handle personal information of end users, giving rise to obligations under the Privacy Act 2020 for both parties. The Privacy Act 2020 introduced mandatory privacy breach reporting — any agency that experiences a privacy breach that has caused, or is reasonably likely to cause, serious harm to individuals must notify both the Privacy Commissioner and the affected individuals as soon as practicable. In a white label context, the developer should notify the reseller of any privacy breach within a contractually agreed timeframe (commonly 72 hours), so that the reseller can fulfil their own reporting obligations under the Privacy Act 2020. The white label agreement should clearly allocate responsibility for compliance with the IPPs, including: who is responsible for obtaining end users' consent to data collection (typically the reseller, as the party with the direct customer relationship); what technical and organisational security measures the developer must implement to protect end user data; how long personal information will be retained; and what happens to end user data on termination of the agreement (deletion or return within a specified timeframe).
In a white label agreement governed by New Zealand law, an exclusive licence means that the developer undertakes not to grant the same white label rights to any other reseller in the agreed territory during the term of the agreement. The reseller is the only party authorised to rebrand and resell the platform in the specified territory. An exclusive licence can command a higher licence fee and provides the reseller with a competitive advantage in the market. However, exclusivity creates a significant obligation for the developer, who is giving up the opportunity to generate additional revenue from other resellers in the same territory. For this reason, exclusive licences typically include minimum revenue commitments or minimum end-user seat thresholds that the reseller must achieve to maintain exclusivity rights. If the reseller fails to meet these thresholds, the developer may be entitled to convert the exclusive licence to a non-exclusive licence. A non-exclusive licence means that the developer may grant the same or similar white label rights to multiple resellers, including competitors of the reseller in the same territory. The developer retains the flexibility to grow its platform distribution through multiple channels. Most white label software agreements in New Zealand start with a non-exclusive licence, with an option for the reseller to upgrade to exclusivity upon achieving defined performance milestones.
Under the Goods and Services Tax Act 1985, the supply of software licences by a GST-registered person in New Zealand is generally a taxable supply subject to GST at 15%. The supply of a white label licence is typically treated as a supply of services (specifically, the grant of intellectual property rights and the provision of access to software) for GST purposes. A developer who is registered for GST must charge GST on the licence fees and issue tax invoices complying with the requirements of the GST Act 1985. Tax invoices must include the supplier's GST registration number, the date of issue, a description of the supply, the amount of GST, and the total amount payable including GST. If the licence fee is NZD $1,000 per month exclusive of GST, the reseller must pay NZD $1,150 per month (including 15% GST). For supplies of software to overseas customers (zero-rating), section 11A of the GST Act 1985 provides that certain exported services, including supplies of software performed outside New Zealand for a non-resident customer who is not in New Zealand at the time of supply, may be zero-rated (GST-free). The parties should seek tax advice if the reseller is not located in New Zealand or if the platform is supplied to end users outside New Zealand.
A New Zealand white label software agreement should include clear service level obligations (SLOs) that specify the minimum performance standards the developer must meet in delivering the platform. The most common SLO for a SaaS platform is an uptime commitment — the minimum percentage of each calendar month that the platform must be available to the reseller and its end users. Typical uptime commitments for New Zealand SaaS agreements range from 99% to 99.9% per calendar month (excluding scheduled maintenance windows). The agreement should define how uptime is calculated, what constitutes a maintenance window, how much advance notice is required before scheduled maintenance, and how planned downtime is communicated. The agreement should also address support response times for different categories of issues. A 'critical' issue — where the platform is completely unavailable or a core function is substantially broken — typically requires an initial response within 1 to 4 hours. A 'high priority' issue might require a response within 8 business hours. For lower-priority issues, response within 1 to 2 business days may be acceptable. The agreement should also specify what remedies are available to the reseller if the developer fails to meet the SLOs, such as service credits (reductions in the next invoice) or, in the case of repeated serious failures, the right to terminate for cause.
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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