Software License Agreement in New Zealand: Template, Key Clauses and Local Law (2026)

A software license agreement in New Zealand grants a customer the right to use software on set terms, while the developer keeps ownership. Software is not sold outright; it is licensed. The licence defines what the customer may do (install, run, number of users), what it may not do (copy, modify, redistribute, reverse engineer beyond what the law allows), and who owns the code and any changes. New Zealand has no single software statute. The agreement rests on copyright law, the general law of contract, and consumer and trading statutes. This guide explains that framework, lists the clauses a software licence should contain, and gives a skeleton you can adapt. It is general information, not legal advice. Confirm the current position with a qualified New Zealand lawyer before you sign. ## The law that governs software licensing in New Zealand - Copyright Act 1994. Software is protected as a literary work. Copyright gives the owner exclusive rights to copy and adapt the program, so a licence is what lets the customer use it lawfully. The Act also contains permitted acts for lawful users, including making a back-up copy and, in defined circumstances, decompiling a program to achieve interoperability. A licence cannot override those statutory permissions.

• Contract and Commercial Law Act 2017. It governs how the licence is formed, interpreted, and enforced, including electronic acceptance of online terms.
• Consumer Guarantees Act 1993. Where software is supplied to a consumer, statutory guarantees can apply, including acceptable quality and fitness for purpose. Two businesses in trade can contract out where it is fair and reasonable.
• Fair Trading Act 1986. It prohibits misleading claims about what the software does and contains an unfair contract terms regime that can reach one-sided terms in standard form small trade contracts. ## Key clauses in a New Zealand software license agreement ### 1. Licence grant and scope State what is licensed, the permitted use, whether the licence is exclusive or non-exclusive, perpetual or subscription, and any user, device, or site limits. ### 2. Restrictions List prohibited acts (copying beyond the licence, sublicensing, reverse engineering), while acknowledging the back-up and interoperability acts the Copyright Act permits. ### 3. Intellectual property ownership Confirm the developer owns the software and all IP, and set who owns configurations or customisations. ### 4. Open source and third party components Disclose open source components and their licence terms, and allocate responsibility for compliance. ### 5. Delivery, installation and acceptance Cover how the software is delivered, any installation duties, and acceptance where relevant. ### 6. Support, maintenance and updates State what support and updates are included, response targets, and whether maintenance is separate. ### 7. Warranties and the Consumer Guarantees Act Give performance warranties and state clearly, where both parties are in trade, whether the Consumer Guarantees Act is contracted out. ### 8. Limitation of liability Cap liability and exclude indirect loss, keeping the term fair so it is not struck down under the Fair Trading Act. ### 9. Fees and audit Set licence fees, payment terms, and any right to audit usage against the licensed scope. ### 10. Source code escrow For business-critical software, consider an escrow arrangement that releases source code on defined trigger events. ### 11. Term, termination and effect Set term, termination grounds, and what happens on termination, including ceasing use and deletion of copies. ## A simple clause skeleton 1. Parties and definitions

2. Licence grant and scope
3. Restrictions on use
4. Intellectual property ownership
5. Open source and third party components
6. Delivery, installation and acceptance
7. Support, maintenance and updates
8. Fees, payment and audit
9. Warranties and Consumer Guarantees Act position
10. Limitation of liability
11. Source code escrow (if applicable)
12. Confidentiality
13. Term and termination
14. Governing law and disputes ## One workspace to draft, review and track the agreement A software licence does not end at signature. Renewal and notice dates fall due, user counts and support terms change, and each variation has to be applied without breaking the licence grant or the liability position. Across email and folders, the current version is easy to lose. Adira is an AI legal operating system that keeps drafting, review, clause-level editing, version history, and key-date tracking in one workspace, so the current licence, its scope, and its key dates all live in one place. Indian corporate law is deepest today, and wider non-India jurisdiction depth, including New Zealand, is on the roadmap, so treat this page as general guidance and verify New Zealand specifics locally. You can see the product at Adira. ## Frequently asked questions