Reviewing a white label agreement

A white label agreement lets a business sell another supplier's product, platform or service under its own brand, as if it were its own. The customers see the brand and hold the brand responsible; the supplier stays out of sight and out of the contract with the customer. The agreement has to give the brand enough control and protection to stand behind a product it does not make. I review the agreement from the brand's side and return it marked up with a written explanation of the changes and which ones a supplier will accept, for a fixed fee of £495 in three working days.

Who this is for

Businesses in England and Wales selling a white label software platform, app, financial or utility service, product or professional service under their own name, whether they are a fintech reselling a bank's product, a retailer selling own-brand goods made by a supplier, or an agency offering a partner's platform. The brand and the supplier are businesses; consumer law governs what the brand's own customers can claim.

What to look for in a white label agreement

Standing behind a product you do not make

The brand is the seller to its customers and answers for the product under the Consumer Rights Act 2015 where they are consumers, including the digital content and services provisions, and under its own terms where they are businesses. Where the brand puts its name on physical goods it is treated as the producer under Part I of the Consumer Protection Act 1987 and the General Product Safety Regulations 2005. The review checks that the supplier's warranties, service levels and remedies to the brand match what the brand must give its customers, so that a customer claim can be passed back rather than absorbed.

Service levels, support and the customer who calls you

Customers contact the brand, not the supplier, so the agreement should set the supplier's response and resolution times to the brand's support team, the availability commitment for a platform, the escalation route, maintenance windows and the notice the supplier gives of changes. The review asks for service credits that fund the brand's own credits to customers, for a right to terminate for persistent failure, and for the supplier to keep the product compliant with changes in law that affect it.

Branding, the supplier's marks and who the customer contracts with

The agreement should say whether the supplier's name appears anywhere the customer can see it, license the brand's marks to the supplier for the white label product only, and license the supplier's underlying technology or product to the brand. A trade mark licence must be in writing signed by the proprietor under section 28 of the Trade Marks Act 1994. The review checks that the supplier may not approach the brand's customers, that customer relationships and customer data belong to the brand, and that the supplier's use of the brand's marks ends with the agreement.

Customer data and the supplier as processor

The supplier will process the brand's customer data to deliver the product. The agreement needs the processor terms required by Article 28 of the UK GDPR and the Data Protection Act 2018, and the review checks that the supplier may use the data only to provide the service to the brand, not for its own products or analytics, that sub-processors and hosting locations are disclosed with a transfer mechanism under Article 46 where needed, and that the data is returned or deleted on exit. Where the supplier also decides how the data is used, it is a controller and the agreement should say so.

Exclusivity, pricing, and the supplier selling against you

The review checks whether the supplier may white label the same product for the brand's competitors, sell it under its own name in the brand's market, or raise wholesale prices on notice, and asks for exclusivity by sector or territory where the brand commits to volumes, for price changes to be capped and notified, and for a most favoured customer term where the brand is the supplier's largest channel. Any restriction on the brand's own resale prices would be resale price maintenance under section 2 of the Competition Act 1998.

Exit, continuity and the supplier's insolvency

If the agreement ends, the brand's customers still expect the product. The review asks for a run-off period during which the supplier continues to serve existing customers at the same rates, for migration assistance and data export, for source code escrow where the product is software, and for notice of the supplier's change of control. Section 233B of the Insolvency Act 1986 restricts the supplier from terminating because the brand has entered insolvency, but the brand's own protection against the supplier's failure is escrow, the run-off and its own backups. The Late Payment of Commercial Debts (Interest) Act 1998 applies to the fees either way.

What it costs

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

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

If the platform goes down, our customers blame us. Can we pass that on to the supplier?

Only as far as the agreement lets you. The review aligns the supplier's service levels and credits with the commitments in your own customer terms, so that what you owe customers for an outage is recoverable from the supplier, and adds a termination right for persistent failure.

Can the supplier sell the same product to our competitors?

Unless the agreement grants exclusivity, it can, and it can sell under its own name in your market as well. The review asks for exclusivity by sector or territory in return for volume commitments, and for a restriction on the supplier approaching your customers.

Who owns the customers?

The agreement decides, and a supplier's draft may treat customer data as shared. The review makes the customer relationship and the customer data the brand's, limits the supplier to processing it to deliver the service, and requires it to be returned or deleted when the agreement ends.

Related guidance and services

• Contract review, £495, the service this page describes
• SaaS and technology contracts, £995
• Terms and conditions drafting, £995
• Reviewing a private label or co-packing agreement
• Reviewing a reseller agreement from a US software vendor

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.