Systems integrator partnership agreement

A systems integrator implements the vendor's product for customers, and when the implementation goes wrong the customer does not care whose fault it was. The agreement between vendor and integrator has to decide how the customer contracts, who warrants what, where the integrator's responsibility for the implementation ends and the vendor's responsibility for the product begins, who owns the integrations the partner builds, and what each side is paid for the other's business. 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 implementation, integration or consulting partners, and integrators and consultancies formalising their relationship with a vendor whose product they implement.

What matters in a systems integrator partnership agreement

The partner's role, certification and the programme

The agreement should define the partner's role (implementation, integration, training, first-line support), require the partner's consultants to be trained and certified to stated levels and to maintain certification, set the partner's tier and the benefits attached, and say what the vendor provides: enablement, sandbox access, technical support to the partner, and lead sharing where offered; the partner should represent the product accurately and follow the vendor's implementation methodology where the vendor requires it.

The contracting model with the customer

The agreement should state whether the partner contracts with the customer for the implementation services while the customer licenses or subscribes to the product directly from the vendor (the usual model), or whether the partner resells the product and is the customer's only counterparty, and should set the consequences: which terms the customer accepts, who invoices what, who holds the processor obligations under Article 28 of the UK GDPR for the customer's data, and who the customer calls. A model that is not written down is worked out during the first dispute.

Referral fees, margins and payment

The agreement should state the referral fee or margin the partner earns on product sales it brings, the fee the vendor earns on services it refers to the partner where that is agreed, when each is earned (on the customer's payment), deal registration and its protection, clawback where the customer cancels, and payment terms with interest under the Late Payment of Commercial Debts (Interest) Act 1998. Fees paid to the partner must be legitimate and documented, with the Bribery Act 2010 requiring both parties to have policies against improper inducements to customers' staff.

Warranties and responsibility for the implementation

The vendor warrants the product to the customer under its own terms and to the partner under this agreement, and the partner warrants its services to the customer under its services contract; the agreement should say that the vendor is not responsible for the partner's implementation, configuration or advice, that the partner is not responsible for product defects, that each will cooperate to resolve problems whose cause is unclear, and that neither gives warranties on the other's behalf. Each party's liability to the other should be capped under section 11 of the Unfair Contract Terms Act 1977, and each should carry professional indemnity insurance at stated levels.

IP in integrations, accelerators and the customer's deliverables

The partner builds connectors, templates, accelerators and customer-specific configurations, and the agreement should say who owns what under the Copyright, Designs and Patents Act 1988: the vendor's product and its improvements are the vendor's, the partner's reusable accelerators are the partner's with a licence to the vendor and customers where agreed, customer-specific deliverables are as the partner's contract with the customer provides, and neither party acquires rights in the other's confidential information. Where the vendor wants to distribute a partner's integration, the agreement should provide the licence and the support obligations.

Data, access, exclusivity, non-solicitation and termination

The partner's consultants access the customer's data and the vendor's systems, and the agreement should set confidentiality, security and the processor terms that apply where the partner processes personal data on behalf of the vendor or the customer. Exclusivity should be limited in scope and time and checked against the Competition Act 1998, non-solicitation of each other's staff and customers should be reasonable in period, and the agreement should terminate for breach, insolvency and on notice, with in-flight implementations completed under stated terms, marks licences under section 28 of the Trade Marks Act 1994 ending, and 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

A customer's implementation failed and they are blaming us both. Who is liable?

Each to the customer under its own contract: the partner for its services, the vendor for the product. Between vendor and partner, the agreement allocates responsibility by cause and requires cooperation to establish it. The evidence is the implementation record.

Can the partner sell competing products?

Unless the agreement grants exclusivity within lawful limits, yes. Most vendor-integrator agreements are non-exclusive with a tier benefit for partners who focus on the product.

Who owns the connector the partner built for our product?

The agreement decides: usually the partner, with a licence to the vendor and to customers where the vendor wants to distribute it. Without the clause, the partner owns what it wrote and the vendor has no licence.

Related guidance and services

• SaaS and technology contracts, £995, the service this page describes
• Contract review, £495
• Data protection agreements and privacy terms, £795
• Channel partner agreement
• Software development agreement for an agency

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.