Reviewing a reseller agreement from a US software vendor

A US software vendor's reseller agreement is written for its home market: Delaware or California law, arbitration in the vendor's city, a territory that can be changed, pricing the vendor sets, and termination on short notice. The UK reseller carries the customer relationship and the liability to its own customers. I review the agreement from the reseller's side and return it marked up with a written explanation of the changes and which ones a US vendor will accept, for a fixed fee of £895 in five working days.

Who this is for

UK resellers, managed service providers, systems integrators and consultancies in England and Wales that have been sent a reseller, channel partner or referral agreement by a software vendor based in the United States, and want to know what they are signing before they commit to targets and start selling. The vendor and the reseller are businesses, so consumer law does not apply between them.

What to look for in a US vendor's reseller agreement

Governing law, forum and what English law still does

The agreement will choose the law of a US state and arbitration or courts there, and a UK reseller will rarely move the vendor off that. What matters is what follows. Under section 26 of the Unfair Contract Terms Act 1977 an international supply contract for goods sits outside the Act's reasonableness controls, and section 27 deals with the effect of a foreign choice of law, so the reseller cannot rely on English law to cut down the vendor's exclusions. The review therefore treats the liability clause as the whole of the reseller's protection, and checks that the Arbitration Act 1996 position, the seat and the language of any arbitration are workable for a UK business.

Territory, exclusivity and resale pricing

The territory should be defined by country and channel, and the vendor's right to change it, to appoint other resellers, or to sell direct to the reseller's customers should be limited, with protection for named accounts. Pricing is a competition law point: a vendor may recommend resale prices but a term that fixes the price or the minimum the reseller may charge is resale price maintenance and breaches section 2 of the Competition Act 1998, and the exemption in the Competition Act 1998 (Vertical Agreements Block Exemption) Order 2022 does not cover it. The review checks that any minimum advertised price, discount limit or online sales restriction stays on the right side of that line.

End-customer terms, warranty and the reseller in the middle

The vendor will require the reseller to pass its end-user licence terms to every customer unchanged, and to give no warranty of its own. The reseller still has its own contract with the customer, on which the customer will sue if the software fails, so the review checks that the vendor's warranty and support commitments to the reseller match what the reseller must offer downstream, and that the reseller's own customer terms can carry the vendor's exclusions. Where the reseller supplies to consumers, the Consumer Rights Act 2015 rights on digital content cannot be excluded whatever the vendor's terms say.

Customer data and transfers to the United States

Customer and user data will flow to the vendor's platform in the United States. Where the reseller is the controller of its customers' data and the vendor processes it, the agreement needs the processor terms required by Article 28 of the UK GDPR and the Data Protection Act 2018, and the transfer needs a lawful mechanism under Article 46, whether the UK extension to the EU-US Data Privacy Framework, the International Data Transfer Agreement or the Addendum to the EU standard contractual clauses. The review checks which of those the vendor offers, whether the vendor is controller or processor for each purpose, and whether the reseller can meet the sub-processor and breach notification obligations it is taking on.

Margin, targets, deal registration and termination

The commercial clauses decide whether the arrangement pays: the discount from list, the vendor's right to change list prices and discount tiers on notice, deal registration and how long it protects an opportunity, minimum purchase or revenue targets and what happens if they are missed, and marketing development funds. The review checks that a missed target leads to loss of exclusivity or tier before it leads to termination, that termination for convenience carries notice long enough to run out customer subscriptions, and that on termination the reseller keeps its right to support and renew existing customers for their current term. Because the reseller buys and resells rather than negotiating as agent, the Commercial Agents (Council Directive) Regulations 1993 compensation on termination does not apply, so the notice period and run-off rights are the only protection.

Export controls, sanctions and the vendor's compliance terms

US vendors include export control, sanctions and anti-corruption clauses that reference US law and require the reseller to certify compliance. The reseller's own obligations are UK ones: the Export Control Order 2008 for controlled software and technology, UK sanctions regimes, and adequate procedures under section 7 of the Bribery Act 2010. The review checks that the reseller is asked to comply with laws that apply to it, that the vendor's audit and certification rights are proportionate, and that an inadvertent breach by an end customer is not a termination event for the reseller.

What it costs

Complex review, £895. Heavily negotiated or unusually complex documents. Five working days.

Standard review, £495. Marked-up document and a written explanation of the changes. Three working days.

Buying online forms the engagement on payment. The scope is what the contract review 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

• Your own contract returned with my amendments as tracked changes, plus a clean version with every change accepted, ready to send to the other side
• Comments in the document where a point needs explaining
• A written explanation of what I have changed and why, by email or as an attachment if it is lengthy, marking the points I would hold firm on and the ones that are negotiable
• A view on what is normal market practice and what is the other side pushing their luck
• One round of follow-up questions by email, included

What is not included

• Negotiating directly with the other side, which I quote separately once I know who is on the other side. Where the other side is willing to share a live document, I can work in that document directly
• Drafting a replacement contract from scratch
• Advice on the law of any jurisdiction other than England and Wales
• Tax, accounting or regulatory advice
• Disputes about a contract that is already signed

Questions I am often asked

The vendor will not change its governing law. Is the review still worth doing?

The governing law is the one clause a UK reseller rarely moves, and it makes the rest of the review more important, not less, because English law will not repair an unreasonable exclusion clause in an international supply contract. The review concentrates on the liability, warranty, data and termination terms, which US vendors do negotiate.

Can the vendor tell us what price to charge our customers?

It can recommend a price. A term that fixes your resale price or a minimum price is resale price maintenance and breaches the Competition Act 1998 whatever law governs the agreement, because the sales are in the UK. The review marks up any pricing, discount or online restriction that crosses that line.

What happens to our customers if the vendor terminates?

That depends on the run-off clause, which the review checks first. It should let you continue to support and renew existing customers for their current subscription term, keep the vendor's support obligations alive for those customers, and prevent the vendor from approaching them directly during the run-off period.

Related guidance and services

• Contract review, £895, the service this page describes
• SaaS and technology contracts, £995
• Data protection agreements and privacy terms, £795
• Reviewing a master services agreement from an enterprise customer

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.