SaaS Reseller Agreement
This SaaS Reseller Agreement (the "Agreement") is made on [Effective date] between [Company legal name], a [State] [corporation / LLC] with its principal office at [Company address] ("Company"), and [Reseller legal name], a [State] [entity type] with its principal office at [Reseller address] ("Reseller").
Company provides the software-as-a-service product described in Schedule A. Reseller wants to resell subscriptions to that product to its own customers. The parties agree as follows.
1. Definitions
- "Service" means Company's hosted software product listed in Schedule A, including updates Company makes generally available, and its Documentation.
- "Documentation" means Company's user guides and help materials for the Service, as updated from time to time.
- "End Customer" means a business that buys a subscription to the Service from Reseller for its own internal use, and not for resale.
- "Customer Terms" means Company's terms of service for the Service, currently at [URL of Company terms of service], as updated from time to time.
- "List Price" means Company's published price for a subscription to the Service, as set out in Company's price list in effect on the date of the relevant Order.
- "Discount" means the percentage reduction from List Price that applies to Reseller under Schedule A.
- "Wholesale Price" means the List Price less the Discount. It is the price Reseller pays Company.
- "Order" means a request by Reseller to Company for a subscription for a named End Customer, in the form described in Section 5.
- "Registered Opportunity" means a sales opportunity that Company has approved under Section 8.
- "End Customer Data" means data that an End Customer or its users submit to the Service.
- "Territory" means [the United States / the following states or regions: list / no restriction].
- "Segment" means [companies with fewer than 500 employees / the following industries: list / no restriction].
2. Appointment
2.1 Company appoints Reseller as a non-exclusive, authorized reseller of the Service to End Customers in the Territory and Segment. Company may appoint other resellers, referral partners and affiliates in the same Territory and Segment, and may sell the Service directly to any customer.
2.2 Reseller may sell outside the Territory or Segment only with Company's prior written consent, which may be given by email.
2.3 Reseller is an independent contractor. Reseller has no authority to sign contracts, make commitments or give warranties on Company's behalf, and will not present itself as Company's employee, agent or joint venturer.
2.4 Reseller buys and resells the Service in its own name and for its own account. Reseller is responsible for its own sales costs, staff and expenses.
3. How Reseller buys
3.1 For each Order, Reseller will pay Company the Wholesale Price. The Discount depends on Reseller's tier in Schedule A, and any extra discount for Registered Opportunities in Schedule A.
3.2 Reseller's tier is set on the Effective Date as stated in Schedule A and reviewed [annually / every six months] based on Reseller's Net Purchases (as defined in Schedule A) over the previous [12] months. A tier change applies to Orders placed after the review date. Existing subscriptions keep their Discount until their next renewal.
3.3 Reseller's margin is the difference between the price Reseller charges the End Customer and the Wholesale Price. Company does not guarantee any margin.
3.4 Company may change the List Price on [60] days' written notice. A List Price change applies to new Orders and to renewals that start after the notice period ends, and does not change the price of a subscription term already ordered.
4. Resale pricing
4.1 Reseller sets its own resale prices and terms for End Customers, at its sole discretion. Company may publish suggested retail prices, which Reseller is free to follow or not.
4.2 Reseller may bundle the Service with its own services, such as implementation, training or managed services, and price that bundle as it chooses. Reseller is solely responsible for any services it provides.
4.3 Reseller will not represent to an End Customer that the price Reseller charges was set or approved by Company.
5. Ordering and provisioning
5.1 Reseller will place each Order through [Company's partner portal / an order form signed by Reseller / email to orders address]. Each Order will state the End Customer's legal name and address, a named administrator contact, the plan, the number of users or other usage units, the subscription start date and the subscription term.
5.2 An Order is binding when Company accepts it. Company will accept or reject each Order within [2] business days. Company may reject an Order for an End Customer that (a) is already a Company customer with an active subscription bought from Company or another reseller, (b) is subject to US sanctions or export restrictions, or (c) has previously been suspended or terminated for breach of the Customer Terms.
5.3 Company will provision the Service for the End Customer within [2] business days after accepting the Order and will send login details to the named administrator contact, with a copy to Reseller.
5.4 Each subscription runs for the term stated in the Order, which will be at least [12] months unless Company agrees otherwise. Additional users or upgrades added during a term are prorated and end on the same date as the original subscription.
5.5 Reseller will place renewal Orders at least [30] days before a subscription ends. If Reseller does not place a renewal Order and the End Customer wants to continue, Company may contact the End Customer to arrange continued service, and Section 15 will apply to that End Customer.
6. End Customer terms
6.1 Each End Customer must accept the Customer Terms before it or its users can access the Service. Company will present the Customer Terms to the End Customer during sign-up, and Reseller will not allow access by an End Customer that has not accepted them.
6.2 The Customer Terms govern the End Customer's use of the Service, including acceptable use, service levels, data handling and Company's warranties to the End Customer. Reseller's contract with the End Customer covers price, payment and any services Reseller provides.
6.3 Reseller will not make any promise, warranty or representation about the Service that is not in the Customer Terms or the Documentation, and is responsible for any it does make.
6.4 Company may suspend or terminate an End Customer's access for breach of the Customer Terms. Company will tell Reseller before it does so, unless the breach requires immediate action to protect the Service, other customers or the law.
7. Billing and payment between Company and Reseller
7.1 Company will invoice Reseller for each Order when it is accepted, [annually in advance / monthly in advance / as stated in the Order]. Additional users and upgrades are invoiced when they are added.
7.2 Reseller will pay each invoice in US dollars within [30] days of the invoice date, by [ACH bank transfer / wire / card].
7.3 Reseller's obligation to pay Company does not depend on whether Reseller collects payment from the End Customer. Reseller bears the credit risk of its End Customers.
7.4 Late amounts accrue interest at [1]% per month, or the highest rate the law allows if lower. If any amount is more than [15] days overdue, Company may, after [10] days' written notice, suspend new Orders and suspend the related End Customer's access until the amount is paid.
7.5 Reseller may dispute an invoice in good faith by written notice before its due date, stating the reason. The parties will work to resolve the dispute within [30] days, and Reseller will pay any undisputed portion on time.
7.6 Prices exclude taxes. Reseller is responsible for collecting and remitting any sales, use or similar taxes on its resale to End Customers. If Reseller provides a valid resale or exemption certificate for the relevant state, Company will not charge sales tax on its sale to Reseller. Otherwise Company will add applicable taxes to its invoices. Each party is responsible for taxes on its own income.
7.7 Refunds to End Customers are Reseller's responsibility, except where the Customer Terms require Company to give a refund or service credit, in which case Company will credit Reseller the Wholesale Price of the affected period.
8. Deal registration and protection
8.1 Reseller may register a sales opportunity it is actively working by submitting the prospect's company name, a named contact, the expected plan and value, and the expected close date through [Company's partner portal / the deal registration form].
8.2 Company will approve or reject each registration within [2] business days. Company may reject a registration if the prospect (a) is an existing Company customer, (b) is in an active opportunity recorded in Company's CRM before Reseller's submission, (c) has already been registered by another partner, or (d) is outside the Territory or Segment.
8.3 An approved registration is a Registered Opportunity for [90] days from approval (the "Protection Period"). During the Protection Period, Company will not register the same opportunity for another partner and Company's direct sales team will not compete for it, and Reseller receives the extra discount for Registered Opportunities in Schedule A on the resulting Order.
8.4 Company will consider one extension of [30] days if Reseller shows the opportunity is actively progressing. A Registered Opportunity that does not result in an Order within the Protection Period, or any extension, is released.
8.5 If two partners register the same prospect, the first complete registration approved by Company is the Registered Opportunity.
9. Support
9.1 First-line support. Reseller will provide first-line support to its End Customers. First-line support means receiving support requests, answering questions about how to use and configure the Service, gathering information about reported problems, and checking whether a problem is caused by the End Customer's own setup.
9.2 Second-line support. Company will provide second-line support to Reseller. Second-line support means investigating and fixing problems that Reseller cannot resolve with reasonable effort, including suspected defects, outages, security issues and data problems. Reseller will escalate through [Company's partner support channel] and include the information Company reasonably requests.
9.3 Company will respond to escalations within the times in Schedule A. Company will also make its status page and Documentation available to Reseller and End Customers.
9.4 Reseller will keep at least [2] staff members who have completed Company's [reseller certification / product training], and will update its certified staff list on request.
9.5 Company may contact an End Customer directly about service incidents, security matters, billing for any amount the End Customer owes Company directly, and changes to the Customer Terms.
10. Marketing and trademarks
10.1 Company grants Reseller a non-exclusive, non-transferable license during the term to use Company's names, logos and trademarks (the "Marks") to market and resell the Service in the Territory, in line with Company's brand guidelines.
10.2 Reseller will not register any domain name, social media account or business name that includes a Company Mark, and will not bid on Company's Marks in paid search, without Company's written consent.
10.3 Reseller will submit any new marketing material that makes claims about the Service's features, security or performance to Company for approval before first use. Company will respond within [5] business days.
10.4 Company may list Reseller as an authorized reseller on its website and in its partner directory. Each party will stop using the other's Marks on written request and when this Agreement ends.
11. Confidentiality
11.1 Each party will keep the other's non-public business and technical information, including pricing, Discounts, product roadmaps and customer information ("Confidential Information"), confidential. It will use Confidential Information only to perform this Agreement and will share it only with its employees and contractors who need to know it and are bound by similar obligations.
11.2 This does not apply to information that is public through no fault of the receiving party, was already known to it, is independently developed, or must be disclosed by law. A party required by law to disclose will give the other party prompt notice where allowed.
11.3 These obligations last for the term and [3] years after it ends, and for trade secrets for as long as they remain trade secrets.
12. Data protection
12.1 Company processes End Customer Data under the Customer Terms and any data processing agreement Company enters into with the End Customer. Company is not Reseller's processor or service provider for End Customer Data.
12.2 Reseller may access End Customer Data only when and to the extent the End Customer authorizes it, for example by granting Reseller an administrator account, and only to provide services to that End Customer.
12.3 Each party will comply with the privacy and data security laws that apply to it, including state consumer privacy laws such as the California Consumer Privacy Act where applicable, and will keep reasonable administrative, technical and physical safeguards for any personal information it handles under this Agreement.
12.4 Each party will notify the other without undue delay, and in any case within [72] hours, after becoming aware of a security incident that affects End Customer Data or personal information shared under this Agreement, and will cooperate in responding to it.
13. Minimum commitments (optional)
Delete this section if you do not set a minimum.
13.1 Reseller will make Net Purchases of at least [$50,000] in each contract year (the "Minimum Commitment").
13.2 If Reseller does not meet the Minimum Commitment in a contract year, Company may, as its only remedies, (a) move Reseller to a lower tier in Schedule A for the following year, or (b) terminate this Agreement on [30] days' written notice. Reseller does not owe Company any shortfall payment.
14. Term and termination
14.1 This Agreement starts on the Effective Date and continues for [12 months], renewing automatically for further [12-month] periods unless either party gives [60] days' written notice before the end of the current period.
14.2 Either party may terminate this Agreement for convenience on [90] days' written notice.
14.3 Either party may terminate this Agreement on written notice if the other (a) materially breaches it and does not cure the breach within [30] days of written notice, or (b) becomes insolvent, makes an assignment for the benefit of creditors, or has a bankruptcy petition filed by or against it that is not dismissed within [60] days.
14.4 Company may terminate this Agreement immediately on written notice if Reseller breaches Section 10.2, Section 11 or Section 16.2.
15. Effect of termination and transition of End Customers
15.1 When this Agreement ends, Reseller will stop marketing the Service and placing new Orders, and Section 8 protection ends for all Registered Opportunities.
15.2 Existing End Customer subscriptions continue until the end of their current term on their existing terms, and Reseller will continue to provide first-line support and pay Company's invoices for them. Optional: Unless Company terminated for Reseller's breach, Reseller may place renewal Orders for existing End Customers for [6] months after termination at its last Discount.
15.3 When a subscription term ends after termination, the End Customer may choose to buy directly from Company, from another authorized reseller, or not to renew. Reseller will cooperate in good faith with an orderly transition, including giving Company the End Customer's billing contact and renewal date on request and not deleting or restricting access to End Customer Data.
15.4 Optional: If Company terminated for convenience, Company will pay Reseller a transition fee equal to [10]% of the first year of fees Company collects from each End Customer that buys directly from Company within [12] months after termination.
15.5 Each party will pay all amounts owed to the other up to the date of termination. Sections 7, 11, 12, 15, 16, 17 and 19 survive termination.
16. Warranties
16.1 Company warrants to Reseller that the Service will perform materially in line with the Documentation. Reseller's remedy for a breach of this warranty is for Company to correct the non-conformity or, if Company cannot do so within a reasonable time, to credit Reseller the Wholesale Price for the affected period.
16.2 Each party warrants that it has the authority to enter into this Agreement and will comply with the laws that apply to its performance, including US export control and sanctions laws and the US Foreign Corrupt Practices Act.
16.3 Except as stated in this Agreement, the Service is provided "as is", and each party disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose and non-infringement.
17. Indemnity
17.1 By Company. Company will defend Reseller against any third-party claim that the Service, used as permitted, infringes a US patent, copyright or trademark or misappropriates a trade secret, and will pay any resulting damages finally awarded or settlement Company agrees to. Company has no obligation for claims caused by Reseller's or an End Customer's modifications, combinations with non-Company products, or use in breach of this Agreement or the Customer Terms.
17.2 By Reseller. Reseller will defend Company against any third-party claim arising from (a) any promise, warranty or representation about the Service that Reseller made beyond the Customer Terms and Documentation, (b) services Reseller provides to End Customers, or (c) Reseller's breach of law, and will pay any resulting damages finally awarded or settlement Reseller agrees to.
17.3 Process. The indemnified party will give prompt written notice of the claim, let the indemnifying party control the defense and settlement, and provide reasonable cooperation at the indemnifying party's cost. No settlement may impose an obligation on the indemnified party without its consent.
18. Liability
18.1 Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits or revenue, arising out of this Agreement, even if advised of the possibility.
18.2 Each party's total liability under this Agreement is limited to the amounts Reseller paid or owed to Company under this Agreement in the [12] months before the event giving rise to the claim.
18.3 Sections 18.1 and 18.2 do not apply to (a) Reseller's obligation to pay amounts due, (b) breaches of Section 11, (c) a party's indemnity obligations under Section 17, or (d) a party's gross negligence, fraud or willful misconduct.
19. General
19.1 Governing law. This Agreement is governed by the laws of the State of [State], without regard to its conflict of laws rules, and the state and federal courts in [County, State] have exclusive jurisdiction.
19.2 Entire agreement. This Agreement, including Schedule A, is the entire agreement between the parties about its subject and replaces any earlier discussions. Terms on any Reseller purchase order do not apply.
19.3 Changes. Company may change Schedule A on [60] days' written notice. Changes apply only to Orders placed after the change takes effect, and existing subscriptions keep their Discount until renewal. Any other change must be in writing and signed by both parties.
19.4 Assignment. Neither party may assign this Agreement without the other's written consent, except to a successor in a merger or sale of substantially all of its assets that is not a competitor of the other party.
19.5 Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control, other than an obligation to pay money.
19.6 Notices. Notices must be in writing and sent to the addresses above, or by email to [Company notice email] and [Reseller notice email].
19.7 Severability and waiver. If any part of this Agreement is unenforceable, the rest remains in effect. A failure to enforce a term is not a waiver of it.
19.8 Counterparts. This Agreement may be signed electronically and in counterparts, each of which is an original.
Schedule A: Discounts and commercial terms
Service and price list
| Item | Terms |
|---|
| Service | [Product name], all plans listed on Company's price list |
| Price list | [Company's current US price list, attached or at URL] |
| Excluded items | [Implementation, professional services and third-party add-ons] |
| Net Purchases | The Wholesale Price of all Orders Reseller pays for in the period, excluding taxes and credits |
Discount by tier
| Tier | Net Purchases in the previous 12 months | Discount off List Price | Extra discount on Registered Opportunities |
|---|
| Authorized | [$0 to $49,999] | [20]% | [5]% |
| Silver | [$50,000 to $149,999] | [25]% | [5]% |
| Gold | [$150,000 or more] | [30]% | [5]% |
Starting tier on the Effective Date: [Authorized].
Other commercial terms
| Item | Terms |
|---|
| Billing | [Annually in advance] for each subscription |
| Payment terms | Net [30] days from invoice date |
| Minimum subscription term | [12] months |
| Protection Period for Registered Opportunities | [90] days, with one [30] day extension |
| Minimum Commitment | [$50,000 of Net Purchases per contract year / None] |
| Tier review | [Annually], on the anniversary of the Effective Date |
Support split and response times
| Item | Reseller | Company |
|---|
| Role | First-line support to End Customers | Second-line support to Reseller |
| Covers | How-to questions, configuration, user admin, triage | Defects, outages, security issues, data problems |
| Critical issue (Service unavailable) | Escalate to Company immediately | Respond within [1] hour, 24 hours a day |
| High issue (major feature not working) | Escalate within [4] business hours | Respond within [4] business hours |
| Normal issue | Resolve or escalate within [2] business days | Respond within [1] business day |
Signatures
[Company legal name]
Signature: ____________________
Name: [Name]
Title: [Title]
Date: [Date]
[Reseller legal name]
Signature: ____________________
Name: [Name]
Title: [Title]
Date: [Date]
