A reseller agreement for SaaS companies letting partners buy and resell their subscription. Fill in your details, then copy it or download it as Word.
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# SaaS Reseller Agreement
This template is provided by Scoutner (scoutner.com) for information only. It is not legal advice. Have a lawyer review it for your jurisdiction and tax situation before signing.
This Reseller Agreement (the "Agreement") is made on [Effective date] between [Company legal name], with its address at [Company address] (the "Company"), and [Reseller legal name], with its address at [Reseller address] (the "Reseller").
## 1. Appointment
The Company appoints the Reseller as a [Exclusivity] reseller of [Product name] (the "Product") in [Territory] to customers in [Target segment]. The Company may appoint other resellers and sell directly in the territory.
## 2. Ordering and pricing
The Reseller buys subscriptions from the Company at the Company's list price less a discount of [Reseller discount] (the "Wholesale Price"). The Reseller sets its own resale price. Volume tiers, if any: [Volume tiers].
Each order states the customer, plan, number of users and term. Orders are binding once the Company accepts them.
## 3. Customer terms
Each end customer must accept the Company's terms of service and privacy policy before using the Product. The Reseller will not offer terms that conflict with them.
## 4. Billing and payment
The Reseller invoices its customers and is responsible for collecting payment. The Company invoices the Reseller [Billing frequency] and the Reseller pays within [Payment terms], whether or not the customer has paid the Reseller. Late amounts bear interest of [Late interest].
## 5. Support
The Reseller provides first-level support to its customers (onboarding, questions, account administration). The Company provides second-level technical support to the Reseller through [Support channel], and maintains the Product as described in its service terms.
## 6. Customer relationship
The Reseller owns the commercial relationship with the customers it sells to. If this Agreement ends, the Company will [Customer transition].
## 7. Marketing and brand
The Reseller may use the Company's name, logo and approved materials to market the Product, following the Company's brand guidelines. The Reseller will not register domains or social handles containing the Company's brand.
## 8. Training and certification
The Reseller will keep at least [Certified staff] staff member trained on the Product. The Company provides training materials at no cost.
## 9. Compliance
Each party complies with applicable laws, including export control, anti-corruption and data protection laws. Where the Reseller processes customer personal data, the parties will sign a data processing agreement.
## 10. Confidentiality
Each party keeps the other's non-public information confidential and uses it only for this Agreement, during the term and for [Confidentiality period] after.
## 11. Term and termination
This Agreement lasts [Initial term] and renews automatically for successive 12-month periods unless either party gives [Notice period] written notice. Either party may terminate for material breach not cured within 30 days of notice. Active customer subscriptions continue until the end of their current term.
## 12. Liability
Neither party is liable for indirect or consequential damages. Each party's total liability is limited to the amounts paid or payable by the Reseller in the 12 months before the claim.
## 13. General
Governing law: [Governing law]. The parties are independent contractors. This Agreement is the entire agreement on its subject and may only be changed in writing signed by both parties.
Signed:
[Company legal name], by [Company signatory name], [Company signatory title]. Date:
[Reseller legal name], by [Reseller signatory name], [Reseller signatory title]. Date:
Not legal advice. Free to use and adapt (CC BY 4.0). Have a lawyer review contracts before signing.
What is a SaaS reseller agreement?
A reseller agreement lets a partner buy your subscription at a discount and sell it to its own clients under its own contract. The reseller invoices the customer and keeps the margin between your wholesale price and its selling price. You keep the software, the data processing and, usually, level-two support.
Resellers make sense when partners already bill their clients for a bundle of services: MSPs, IT consultancies, agencies that manage software for clients. They are harder to run than referral partners, because pricing, billing and customer ownership all need clear rules.
Which clauses matter most?
Margin and pricing control, who owns the customer relationship if the reseller leaves, support responsibilities, and what happens to active customers on termination. Decide those before you sign your first reseller, because changing them later means renegotiating with every partner.
This is a starting point, not legal advice. Have a lawyer adapt it to your jurisdiction and tax situation.
FAQ
What margin do SaaS resellers get?
It varies by program and is often tiered by volume. Set it so the reseller can cover its selling and support costs while your net price stays above your cost to serve.
Who owns the customer in a reseller deal?
The reseller owns the commercial relationship and the invoice; you own the product and the service terms. The agreement should state what happens to customers if the reseller stops working with you.
Reseller or referral partner?
Referral partners introduce customers you sell to. Resellers sell and bill themselves. Most SaaS companies start with referral partners and add resellers later.