Reseller agreement for a UK software vendor

A reseller buys the vendor's product and sells it on, and the agreement has to keep the vendor in control of the licence the end customer receives, the price the reseller pays, the marks the reseller uses and the support the reseller promises, while leaving the reseller free in the ways competition law requires. It also has to deal with credit, because a reseller that has not paid for licences its customers are using is the vendor's problem, and with what happens to those customers when the reseller goes. I draft that agreement for a fixed fee of £995, delivered in five working days.

Who this is for

Software vendors in England and Wales appointing resellers, value-added resellers or distributors to sell their product, whether on-premise licences, subscriptions or SaaS, in the UK or abroad, and who need a standard agreement to offer every reseller.

What matters in a reseller agreement

The appointment, the territory and exclusivity

The agreement should appoint the reseller on a non-exclusive basis to market and resell the product to end customers in a defined territory and market, reserve the vendor's right to sell directly and to appoint others, and, where exclusivity is granted, make it conditional on minimum sales with the restrictions on active sales outside the territory drafted within the Competition Act 1998 (Vertical Agreements Block Exemption) Order 2022. A reseller buys and sells in its own name, so the Commercial Agents (Council Directive) Regulations 1993, which protect agents selling goods, do not apply, and the agreement should keep it that way by not making the reseller the vendor's agent.

Pricing, discounts and resale prices

The vendor sets the price the reseller pays, usually by discount from list, and the reseller sets its own resale prices; fixing or setting minimum resale prices is prohibited under the Competition Act 1998, and the agreement should provide recommended or maximum prices only, with the discount structure, volume tiers and price changes on notice stated. Deal registration and special pricing for named opportunities can be provided for, with the reseller's obligation to report the end customer.

The end user licence and who the customer contracts with

The end customer must receive the vendor's licence terms, and the agreement should require the reseller to procure the customer's acceptance of the vendor's end user licence agreement or terms of service before delivery, prohibit the reseller from giving warranties or commitments beyond them, and make the reseller liable for customers it onboarded without them. Where the product is SaaS, the customer's contract for the service is usually with the vendor under those terms with the reseller billing, and the agreement should say so, including who holds the processor obligations under Article 28 of the UK GDPR for the customer's data.

Orders, payment, credit and title

The agreement should set how orders are placed and accepted, the reseller's obligation to pay whether or not its customer pays it, credit limits and the vendor's right to require payment in advance, interest under the Late Payment of Commercial Debts (Interest) Act 1998, and, for licence keys and subscriptions, the vendor's right to suspend the customer's access where the reseller has not paid, which the end user terms should permit. Where physical goods or media are supplied, retention of title under section 19 of the Sale of Goods Act 1979 should be included.

Marks, marketing and the reseller's obligations

The reseller receives a licence to use the vendor's marks in marketing the product, in writing under section 28 of the Trade Marks Act 1994, within brand guidelines and with no right to register or to use them in its own name or domain, and the agreement should set the reseller's obligations: trained staff, minimum marketing effort, accurate representation of the product, compliance with law including the Bribery Act 2010 in dealings with customers, and reporting. First-line support by the reseller and escalation to the vendor should be defined with the vendor's service levels to the reseller.

Term, termination and the reseller's customers

The agreement should run for an initial term with renewal, terminate for breach, insolvency and change of control, and, because the reseller is not an agent, without compensation on expiry. On termination the reseller's rights end, outstanding orders are completed or cancelled as stated, the marks licence ends, and the end customers keep their licences or subscriptions with the vendor providing the service directly or through another reseller, which the end user terms should permit. Liability between vendor and reseller should be capped and tested under section 11 of the Unfair Contract Terms Act 1977, with third-party rights excluded under the Contracts (Rights of Third Parties) Act 1999.

What it costs

Reseller or partner agreement, £995. Channel, referral or white label arrangements. Five working days.

Buying online forms the engagement on payment. The scope is what the saas and technology contracts page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• A bespoke contract drafted for how your product is sold, delivered and supported
• Service levels you can meet, with remedies that are proportionate rather than aspirational
• A liability position that is defensible and will survive enterprise procurement
• IP and data provisions that fit together rather than contradicting each other
• A commercial note on where you will get pushback and what is worth conceding
• One round of amendments

What is not included

• Negotiating individual enterprise deals, which I quote separately
• Advice on the law of jurisdictions outside England and Wales
• Technical security certification or audit
• Regulatory advice for regulated sectors such as financial services or health

Questions I am often asked

Can we require resellers to sell at our list price?

Not as a minimum or fixed price, which competition law prohibits. You can recommend prices and set maximum prices, and you control the price the reseller pays. The agreement is drafted within those limits.

A reseller stopped paying us but its customers are still using the product. What can we do?

If the agreement and the end user terms allow suspension for the reseller's non-payment, suspend after notice and offer the customers a direct contract. The agreement is drafted so that both routes exist.

Does a reseller get compensation when we terminate?

Not under the commercial agents rules, which apply to agents selling goods rather than resellers buying and selling software. The agreement keeps the reseller a reseller and excludes compensation on expiry.

Related guidance and services

• SaaS and technology contracts, £995, the service this page describes
• Contract review, £495
• Data protection agreements and privacy terms, £795
• Reviewing a reseller agreement from a US software vendor
• Terms for a white label SaaS product

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.