As the fintech industry continues to mature, one commercial trend that we are seeing is that more fintech companies are no longer developing or acquiring products purely for direct-to-consumer use. Instead, more companies are gradually and strategically positioning themselves as technology providers to other businesses, especially financial institutions (“FIs”), financial service providers (“FSPs”) and enterprise customers, through arrangements commonly referred to as white-label arrangements.
In simple commercial terms, a white-label arrangement can be understood as a commercial arrangement where a technology provider allows another company to use its technology, platform, system or product under that company’s own brand. In this context, the technology provider remains the party behind the technology, while the FI, FSP or enterprise customer presents the solution to its own customers as part of its own branded offering.
From the perspective of FIs, FSPs and enterprise customers, white-label arrangements can be commercially attractive, as they allow these companies to go to market much faster without having to build everything internally from scratch. This is particularly important in the fintech sector, where speed to market can often determine who gets the first meaningful opportunity to capture customers, build market share and establish brand relevance.
However, white-label arrangements raise distinct structuring considerations that may not necessarily be found in other conventional commercial agreements, such as master services agreements, software subscription agreements, reseller agreements, This is because a white-label arrangement often sits at the intersection of technology and branding, where the customer-facing brand may belong to one party, but the underlying technology, infrastructure and operational dependencies may sit with another.
Therefore, in this article, we highlight top 5 key commercial takeaways that both technology providers and brand owners should consider when entering into white-label agreements.
Key Takeaway 1: Understand What White-Label Actually Means
The first and most important takeaway is to clearly understand what “white-label” actually means in the context of the specific arrangement.
In the industry, the term “white-label” is often used quite loosely in both commercial and legal discussions. In some cases, it may simply mean that the customer is allowed to place its own brand on the technology provider’s platform, whereas in other cases, it may involve a much deeper arrangement where the technology provider is expected to customise the platform, host the system, process transactions, provide operational support, maintain uptime, support regulatory reporting and even assist with end-customer queries.
Understanding the actual white-label arrangement is crucial because a white-label agreement is typically quite different from just another reseller arrangement, managed services arrangement, outsourcing arrangement, referral arrangement or joint product collaboration. In fact, the parties should clearly understand and define the commercial model from the outset, including key practical issues such as: What exactly is being provided? Is it access to a platform? Is it a fully managed solution? Is it a customised product? Is it a plug-and-play API? Is the customer allowed to market the product as its own? Is the technology provider visible to the end-user, or is it completely behind the scenes?
These questions matter because, depending on the nature of the white-label arrangement, the technology provider’s scope of work may differ significantly. In some cases, the technology provider may even be expected to carry responsibilities that go beyond those of a normal technology vendor, including service availability, incident response, data management, customer support and transition assistance, more akin to an outsourced technology service provider.
Therefore, for any white-label arrangement, before negotiating anything else such as price, liability or service levels, the first legal and commercial step is to define the nature of the white-label arrangement clearly and to understand what it actually entails from a commercial and operational perspective.
Key Takeaway 2: Set Clear and Realistic Operational Performance Standards
The second key takeaway concerns operational performance. For any white-label arrangement, the customer will naturally expect the technology provider’s platform to perform reliably. This is particularly important because, in many cases, the brand owner’s reputation depends on the technology provider’s system working properly.
However, what amounts to “reliable” performance can often be subjective. From both a legal and commercial perspective, it is always dangerous to vaguely agree to broad or absolute promises such as “uninterrupted service” or “zero downtime”, unless the technology provider genuinely has the infrastructure, resources, pricing model and operational maturity to support those commitments. However, in the real world, this is almost impossible to guarantee absolutely.
Therefore, in all white-label agreements, the agreement should set out clear and measurable service levels, including uptime commitments, scheduled maintenance windows, response times, resolution targets, support hours, incident severity levels, escalation channels, reporting obligations and service credit mechanisms. Recovery Time Objectives and Recovery Point Objectives have also increasingly been used as metrics to measure reliability. These are particularly important because, in the practical world, disruptions can happen even with the best systems in place. For example, if the technology provider depends on third-party cloud infrastructure and that third-party cloud infrastructure experiences downtime, the performance of the white-label solution will naturally be affected as well.
For that reason, the white-label agreement should recognise these operational dependencies and reasonably exclude liability for disruptions caused by third parties or circumstances outside the technology provider’s reasonable control. This allows the customer to have proper performance protection, while also ensuring that the technology provider is not unfairly taking on absolute responsibility for matters that sit outside its operational control.
Key Takeaway 3: Clearly Structure Customer Support Responsibilities
The third key takeaway concerns customer support.
In a white-label arrangement, customer support can easily become one of the messiest parts of the relationship, especially if the parties do not clearly define who is responsible for what.
For example, if an end-user cannot complete onboarding, experiences a failed transaction, receives an error message, cannot access an account, or faces a delay in verification, the question becomes: who handles the complaint? Is it the FI or FSP’s customer service team? Is it the technology provider? Is the technology provider only responsible for second-level technical support? Who determines whether the issue is technical, operational, regulatory or customer-related?
This is particularly important because the end-user may only see the brand owner, but the underlying issue may directly or indirectly relate to the technology provider’s platform. Therefore, from a white-label perspective, customer support is something that should be clearly structured from the outset.
A practical structure would usually separate support into different levels. The brand owner may handle first-level customer support because it owns the customer relationship and the brand, and then the technology provider may provide second-level or third-level technical support for platform-related issues. The white-label agreement should clearly define escalation triggers, response times, support channels, support hours and information-sharing obligations.
Typically, the technology provider should not inadvertently become responsible for handling all end-customer complaints unless it is specifically priced and resourced to do so, as this directly affects cost, manpower, liability, customer satisfaction and brand protection. Therefore, for the technology provider, the white-label agreement must make clear where support begins, where it ends, and what level of support is included in the commercial package.
Key Takeaway 4: Intellectual Property Must Remain Properly Protected
The fourth key takeaway concerns intellectual property.
For a technology provider, intellectual property is often at the heart of the business, as the platform, source code, APIs, algorithms, workflows, interface design, technical documentation and related know-how may represent years of investment, development and commercial experience. For that reason, in any white-label agreement, the technology provider must be careful not to grant more rights than intended to the brand owner.
As a starting point, the white-label agreement should make clear that the technology provider retains ownership of its pre-existing intellectual property, where the brand owner should usually receive only a limited right to access and use the white-labelled platform during the term of the agreement, and only for the agreed commercial purposes. However, things may become more complicated where the white-label arrangement requires specific customisation. In practice, the brand owner may request bespoke features, customer-specific modules, integrations, branding changes, reporting dashboards, workflow adjustments or product enhancements. In those situations, the agreement should clearly address who owns what.
From the brand owner’s perspective, it may reasonably expect to retain ownership and control over its own branding, logos, customer materials, proprietary content, commercial strategy, customer data and confidential business requirements. These are assets that belong to the brand owner and should not be treated as part of the technology provider’s general platform. At the same time, the technology provider will naturally want to protect its core intellectual property and ensure that any customisation does not unintentionally transfer ownership of its underlying technology, development framework, source code, architecture, general product improvements or reusable know-how, as this is especially important where the same or similar enhancements may be useful for other customers in the future.
Therefore, a practical approach is to distinguish between different categories of intellectual property. The brand owner owns its brand, logos, content, customer materials and specific business information, whereas the technology provider owns its platform, system, software, APIs, source code, technical architecture and pre-existing materials. For customisations, the agreement should then clearly state whether they belong to the technology provider, the brand owner, or whether the brand owner only receives a limited right to use them as part of the white-label solution. These considerations should always be negotiated carefully at the outset, rather than left to assumption, as intellectual property disputes often arise not because the parties acted in bad faith, but because they did not clearly define ownership, usage rights and commercial expectations from the beginning.
Key Takeaway 5: Exit Clauses Should Be Planned from the Beginning
The fifth and final takeaway is the exit clause.
In many white-label negotiations, parties tend to focus too heavily on launch, pricing and service levels, but pay insufficient, or almost no, attention to what happens when the arrangement ends. This can become a major problem because, over time, the customer may become heavily dependent on the technology provider’s platform. When that happens, the exit process can become messy for both the brand owner and the technology provider.
Therefore, transition assistance upon termination should be carefully defined, as it is reasonable for the customer to request support during migration, but the technology provider should also make sure that such support is time-limited, chargeable and clearly scoped in the event of exit to ensure that the technology provider is not unfairly taken advantage of and is not required to provide indefinite support after termination.
In the event of termination or exit, critical issues such as data return and deletion obligations should also be addressed upfront. The white-label agreement should specify what data must be returned, in what format, within what timeline, and what data the provider may retain for legal, audit, compliance, backup, dispute resolution or legitimate business purposes. More importantly, linking back to the point above, the exit clause should preserve the technology provider’s intellectual property and commercial position, as the end of the customer relationship should not result in the customer retaining unauthorised access to the platform, continuing to use documentation, copying workflows, or building a replacement system using the provider’s confidential and proprietary information.
In short, saying goodbye is never easy, however, a well-structured exit clause allows the parties to separate cleanly, commercially and professionally. It protects the customer from operational disruption, and it also protects the technology provider from being trapped in a high-risk and messy break-up scenario.
Closing Thoughts
A good white-label agreement is both a legal document and a commercial operating framework. It requires not only careful drafting, but also a practical understanding of the technology, operational dependencies, customer journey and commercial realities behind the arrangement.
Ultimately, it is a balancing exercise where the brand owner needs sufficient protection to deploy, operate and scale the solution with confidence, while the technology provider must preserve its intellectual property, operational boundaries, data position and long-term commercial value. For that reason, the best white-label agreements are not one-sided documents, but carefully structured arrangements that reflect what each party can reasonably give, what each party must firmly protect, and how both parties can work together sustainably. Given these legal, commercial and technical complexities, having experienced counsel involved from the outset is often the best starting point.
If you have any questions on drafting, reviewing or negotiating technology agreements, please feel free to reach out to the partners in our Technology Practice Group, Ong Johnson and Lo Khai Yi, for a consultation. We have extensive experience in assisting organisations with a wide range of technology-related agreements, including white-label arrangements, software licensing agreements, SaaS agreements, platform agreements, outsourcing arrangements, managed services agreements, system integration agreements and other technology commercial contracts.
The Technology Practice Group of Halim Hong & Quek continues to be recognised by leading legal directories and industry benchmarks. Recent accolades include FinTech Law Firm of the Year at the ALB Malaysia Law Awards (2024, 2025 and 2026), Law Firm of the Year for Technology, Media and Telecommunications by the In-House Community, FinTech Law Firm of the Year by the Asia Business Law Journal, a Band 2 ranking for FinTech by Chambers and Partners, and a Tier 3 ranking by Legal 500.
About the authors
Ong Johnson
Partner
Head of Technology Practice Group
Fintech, Data Protection,
Technology, Media & Telecommunications (“TMT”),
IP and Competition Law
johnson.ong@hhq.com.my
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Lo Khai Yi
Partner
Co-Head of Technology Practice Group
Technology, Media & Telecommunications (“TMT”), Technology
Acquisition and Outsourcing, Telecommunication Licensing and
Acquisition, Cybersecurity
ky.lo@hhq.com.my.
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