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Free UK Reseller / White-Label Agreement Template
A UK Reseller Agreement is the B2B channel contract under which a Vendor grants a Reseller the right to on-sell the Vendor's products or services to end customers. Where the Reseller sells in the Vendor's branding, the deal is a classic reseller arrangement; where the Reseller sells in its own branding (and the Vendor remains anonymous to the end customer), the deal is a white-label arrangement. Use our free UK template to draft either configuration under English, Scots or Northern Irish law — addressing the post-2022 UK vertical agreement framework under the Verticals Block Exemption Order 2022 (SI 2022/516) and CMA Guidance CMA166, the critical distinction from Commercial Agents Regulations 1993 (Reg 17 termination indemnity is payable to commercial agents, not resellers), the Trade Marks Act 1994 trade mark licence and quality control framework, the customer data controller / processor analysis under UK GDPR (as amended by DUAA 2025), and the ECCTA 2023 s.199 failure-to-prevent-fraud compliance overlay that is live for 'large organisations' from 1 September 2025.
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RESELLER AGREEMENT
B2B Channel · VABEO 2022 Compliant · England And Wales · 10 October 2026
VENDOR
Solonex Cloud Services Ltd
14 Curzon Street, London, W1J 5HW
RESELLER
Northbridge Channel Partners Ltd
120 Cheapside, London, EC2V 6DR
Solonex Enterprise Cloud Platform — SaaS subscription for UK mid-market manufact...
Channel: Reseller · Territory: United Kingdom (England, Wales, Scotland
This Reseller Agreement (the "Agreement") is made on 10 October 2026 between Solonex Cloud Services Ltd of 14 Curzon Street, London, W1J 5HW (Companies House no. 12347982) (the "Vendor") and Northbridge Channel Partners Ltd of 120 Cheapside, London, EC2V 6DR (Companies House no. 08247361) (the "Reseller"). The Vendor appoints the Reseller to on-sell the Products / Services described in clause 2 in the Territory on a SOLE basis (Vendor retains direct sales right but appoints no other reseller). The Reseller shall on-sell the Products / Services in the Vendor's branding and identity, identifying the Vendor as the original supplier. The parties acknowledge that this Agreement is a vertical agreement within the meaning of the Verticals Block Exemption Order 2022 (SI 2022/516) and is intended to fall within the safe harbour subject to compliance with VABEO article 4 hardcore restrictions (RPM ban + passive sales protection).
1.
PRODUCTS, TERRITORY AND CUSTOMER SCOPE
1.1 Products. The Products / Services are: Solonex Enterprise Cloud Platform — SaaS subscription for UK mid-market manufacturers, including the Core ERP module, Supply Chain Add-on, and Analytics Layer. Subscription pricing on per-seat + per-module basis. (category: saas).
1.2 Territory. The Territory is: United Kingdom (England, Wales, Scotland and Northern Ireland).
1.3 Customer scope. The Reseller may sell to: enterprise only.
1.4 Acceptance. The Reseller accepts the appointment on the terms of this Agreement and shall use reasonable endeavours to promote and sell the Products / Services in the Territory in accordance with the brand and quality standards in clause 5 (where applicable).
1.2 Territory. The Territory is: United Kingdom (England, Wales, Scotland and Northern Ireland).
1.3 Customer scope. The Reseller may sell to: enterprise only.
1.4 Acceptance. The Reseller accepts the appointment on the terms of this Agreement and shall use reasonable endeavours to promote and sell the Products / Services in the Territory in accordance with the brand and quality standards in clause 5 (where applicable).
2.
PRICING AND PAYMENT
2.1 Pricing basis. The Reseller shall purchase the Products / Services from the Vendor at the Vendor's list price less a discount of 30% (the Reseller's margin).
2.2 Payment terms. Invoices issued by the Vendor are payable within 30 days of the invoice date. Late payment attracts interest at the rate under the Late Payment of Commercial Debts (Interest) Act 1998 (Bank of England base + 8%).
2.3 Margin no resale price imposition. The Reseller's margin reflects the difference between Vendor list price and the price at which the Reseller sells to end customers; the Vendor does NOT impose a minimum end-customer price.
2.2 Payment terms. Invoices issued by the Vendor are payable within 30 days of the invoice date. Late payment attracts interest at the rate under the Late Payment of Commercial Debts (Interest) Act 1998 (Bank of England base + 8%).
2.3 Margin no resale price imposition. The Reseller's margin reflects the difference between Vendor list price and the price at which the Reseller sells to end customers; the Vendor does NOT impose a minimum end-customer price.
3.
GOVERNING LAW AND JURISDICTION
This Agreement and any dispute arising out of or in connection with it (including non-contractual disputes) shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
4.
BRAND STANDARDS, QUALITY CONTROL AND CO-BRANDING (EXPERT)
4.1 Brand standards. The Reseller shall comply with the Vendor's brand and presentation standards as follows: Solonex brand guidelines (v3.2, dated 1 April 2026) include logo placement, colour palette, typography, and prohibited contexts; updated quarterly..
4.2 Quality audit. The Vendor may audit the Reseller's compliance with brand and quality standards annually, on at least 10 business days written notice.
4.3 Co-branding. Co-branding (the Reseller's name alongside the Vendor's name) is permitted in the format approved by the Vendor in writing.
4.2 Quality audit. The Vendor may audit the Reseller's compliance with brand and quality standards annually, on at least 10 business days written notice.
4.3 Co-branding. Co-branding (the Reseller's name alongside the Vendor's name) is permitted in the format approved by the Vendor in writing.
5.
TRADE MARK LICENCE AND IP (EXPERT)
5.1 Licence. The Vendor grants the Reseller a non-exclusive, royalty-free licence to use the specific Marks listed in Schedule 1, in the Territory, solely for the promotion and sale of the Products / Services.
5.2 Quality control. The Reseller shall use the Marks only in accordance with the Vendor's brand standards. Misuse, dilution or unauthorised modification is a material breach. The Reseller acknowledges that quality control by the Vendor is a condition of the licence under Trade Marks Act 1994 s.28(2) (the Vendor as proprietor / licensor).
5.3 Territory alignment. The licence is aligned with the Territory in clause 1.2.
5.4 IP indemnity. The Vendor shall indemnify the Reseller against any third-party claim that the Products / Services or the use of the Marks infringes that third party's IP rights, subject to (a) prompt notification by the Reseller; (b) Vendor control of defence; and (c) reasonable cooperation by the Reseller.
5.2 Quality control. The Reseller shall use the Marks only in accordance with the Vendor's brand standards. Misuse, dilution or unauthorised modification is a material breach. The Reseller acknowledges that quality control by the Vendor is a condition of the licence under Trade Marks Act 1994 s.28(2) (the Vendor as proprietor / licensor).
5.3 Territory alignment. The licence is aligned with the Territory in clause 1.2.
5.4 IP indemnity. The Vendor shall indemnify the Reseller against any third-party claim that the Products / Services or the use of the Marks infringes that third party's IP rights, subject to (a) prompt notification by the Reseller; (b) Vendor control of defence; and (c) reasonable cooperation by the Reseller.
6.
VABEO 2022 COMPETITION COMPLIANCE (EXPERT)
6.1 VABEO 2022 framework. This Agreement is a vertical agreement within the meaning of the Verticals Block Exemption Order 2022 (SI 2022/516), in force 1 June 2022, with reference to CMA Guidance CMA166 (12 July 2022). The parties intend that the Agreement falls within the VABEO safe harbour, subject to compliance with article 4 hardcore restrictions.
6.2 No Resale Price Maintenance (art.4(a)). The Vendor shall NOT impose minimum or fixed resale prices on the Reseller. Recommended prices and maximum resale prices are permitted, provided they do not become de facto minimum prices through pressure or incentives.
6.3 No active sales restriction. The Reseller may make active sales in any territory or to any customer group, subject to clause 1 territorial scope.
6.4 Passive sales (art.4(c) protection). The Vendor shall NOT restrict the Reseller's right to make passive sales (i.e. responses to unsolicited orders from end customers, whether inside or outside the Territory). This is a hardcore restriction under VABEO; the Vendor cannot waive this protection contractually.
6.5 Volume targets. The Reseller shall use reasonable endeavours to meet the volume / revenue targets in: Year 1: £1.2M aggregate ACV. Year 2: £2.4M. Year 3: £4.8M. Measurement: signed annual contracts net of churn at year-end.. Failure to meet targets is a permitted termination ground (clause 9).
6.2 No Resale Price Maintenance (art.4(a)). The Vendor shall NOT impose minimum or fixed resale prices on the Reseller. Recommended prices and maximum resale prices are permitted, provided they do not become de facto minimum prices through pressure or incentives.
6.3 No active sales restriction. The Reseller may make active sales in any territory or to any customer group, subject to clause 1 territorial scope.
6.4 Passive sales (art.4(c) protection). The Vendor shall NOT restrict the Reseller's right to make passive sales (i.e. responses to unsolicited orders from end customers, whether inside or outside the Territory). This is a hardcore restriction under VABEO; the Vendor cannot waive this protection contractually.
6.5 Volume targets. The Reseller shall use reasonable endeavours to meet the volume / revenue targets in: Year 1: £1.2M aggregate ACV. Year 2: £2.4M. Year 3: £4.8M. Measurement: signed annual contracts net of churn at year-end.. Failure to meet targets is a permitted termination ground (clause 9).
7.
CUSTOMER DATA AND SUPPORT (EXPERT)
7.1 Customer data. The Vendor is the sole controller of end-customer personal data. The Reseller shall not collect, retain or process personal data of end customers beyond what is necessary to perform this Agreement.
7.2 DPA / JCA. A separate Data Processing / Joint Controller Agreement is attached as Schedule 3 and forms part of this Agreement.
7.3 Customer support. The Reseller shall provide first-line customer support (L1). Issues that cannot be resolved at L1 within the SLA shall be escalated to the Vendor for L2 / L3 support. The Vendor commits to L2 / L3 response times as set out in Schedule 4 (or the Vendor's standard SLA).
7.4 SLA pass-through. The Vendor's SLA (Schedule 4) is passed through to end customers via the Reseller. The Reseller shall not represent SLA terms more onerous than the Vendor SLA without prior written consent.
7.2 DPA / JCA. A separate Data Processing / Joint Controller Agreement is attached as Schedule 3 and forms part of this Agreement.
7.3 Customer support. The Reseller shall provide first-line customer support (L1). Issues that cannot be resolved at L1 within the SLA shall be escalated to the Vendor for L2 / L3 support. The Vendor commits to L2 / L3 response times as set out in Schedule 4 (or the Vendor's standard SLA).
7.4 SLA pass-through. The Vendor's SLA (Schedule 4) is passed through to end customers via the Reseller. The Reseller shall not represent SLA terms more onerous than the Vendor SLA without prior written consent.
8.
NON-COMPETE, MDF, TERMINATION AND CUSTOMER CONTINUITY (EXPERT)
8.1 Non-compete during term. During the term of this Agreement, the Reseller shall not promote, sell or distribute Products / Services materially competitive with the Vendor's Products / Services in the Territory, save with the Vendor's prior written consent. This non-compete is reasonable to protect Vendor's legitimate interest in channel exclusivity and is structured to comply with VABEO art.5 (single branding / non-compete limit of 5 years).
8.2 Post-termination non-compete. For 6 months post-termination, the Reseller shall not actively solicit the Vendor's customers (where the Reseller had material dealings during the 12 months pre-termination) in the United Kingdom. This restriction is reasonable to protect Vendor goodwill and is structured to comply with VABEO art.5 (post-term non-compete limited to 1 year on customer data + know-how protection).
8.3 Market Development Fund (MDF). The Vendor shall contribute 3% of net revenue from the Reseller's sales to a Market Development Fund (MDF) for marketing, promotional and demand-generation activities. MDF spend is jointly approved between Vendor marketing and Reseller commercial leads.
8.4 Termination. Either party may terminate this Agreement on 6 month(s) written notice. Either party may terminate for material breach (subject to 30-day cure right) or for insolvency without notice.
8.5 Customer continuity on termination. On termination, each end customer shall be given the choice (in writing, within 30 days) to continue with the Vendor directly or to remain with the Reseller. The Vendor and the Reseller shall jointly notify customers of the choice.
8.2 Post-termination non-compete. For 6 months post-termination, the Reseller shall not actively solicit the Vendor's customers (where the Reseller had material dealings during the 12 months pre-termination) in the United Kingdom. This restriction is reasonable to protect Vendor goodwill and is structured to comply with VABEO art.5 (post-term non-compete limited to 1 year on customer data + know-how protection).
8.3 Market Development Fund (MDF). The Vendor shall contribute 3% of net revenue from the Reseller's sales to a Market Development Fund (MDF) for marketing, promotional and demand-generation activities. MDF spend is jointly approved between Vendor marketing and Reseller commercial leads.
8.4 Termination. Either party may terminate this Agreement on 6 month(s) written notice. Either party may terminate for material breach (subject to 30-day cure right) or for insolvency without notice.
8.5 Customer continuity on termination. On termination, each end customer shall be given the choice (in writing, within 30 days) to continue with the Vendor directly or to remain with the Reseller. The Vendor and the Reseller shall jointly notify customers of the choice.
9.
COMPLIANCE STACK (ECCTA + BRIBERY + MODERN SLAVERY) (EXPERT)
9.1 ECCTA 2023 s.199 fraud prevention. If either party qualifies as a "large organisation" under section 199 of the Economic Crime and Corporate Transparency Act 2023 (≥250 employees OR ≥£36m turnover OR ≥£18m balance sheet — 2 of 3 test; live from 1 September 2025), that party shall maintain reasonable fraud-prevention procedures consistent with HM Government guidance. Each party warrants to the other that, where applicable, such procedures are in place.
9.2 Bribery Act 2010 adequate procedures. Each party shall maintain "adequate procedures" within section 7(2) of the Bribery Act 2010 to prevent bribery by associated persons. Each party warrants compliance and shall promptly notify the other of any actual or suspected bribery in connection with this Agreement.
9.2 Bribery Act 2010 adequate procedures. Each party shall maintain "adequate procedures" within section 7(2) of the Bribery Act 2010 to prevent bribery by associated persons. Each party warrants compliance and shall promptly notify the other of any actual or suspected bribery in connection with this Agreement.
10.
GENERAL PROVISIONS (EXPERT)
10.1 Status — NOT agent. The Reseller is an independent contractor and is NOT an agent of the Vendor for the purposes of the Commercial Agents (Council Directive) Regulations 1993 (SI 1993/3053). The Reseller buys and resells in its own name; no agency relationship is created. Accordingly, no Regulation 17 termination indemnity is payable on termination.
10.2 Variation. This Agreement may only be varied in writing signed by both parties.
10.3 Severance. If any provision is found invalid, that provision shall be deemed not to form part of this Agreement and shall not affect the enforceability of the remainder.
10.4 Counterparts + electronic execution. This Agreement may be executed in counterparts; electronic execution (DocuSign / AdobeSign / equivalent) is permitted.
10.5 Third-party rights. Save as expressly provided, no provision is enforceable under the Contracts (Rights of Third Parties) Act 1999.
10.2 Variation. This Agreement may only be varied in writing signed by both parties.
10.3 Severance. If any provision is found invalid, that provision shall be deemed not to form part of this Agreement and shall not affect the enforceability of the remainder.
10.4 Counterparts + electronic execution. This Agreement may be executed in counterparts; electronic execution (DocuSign / AdobeSign / equivalent) is permitted.
10.5 Third-party rights. Save as expressly provided, no provision is enforceable under the Contracts (Rights of Third Parties) Act 1999.
11.
EXECUTION
IN WITNESS WHEREOF the parties have executed this Agreement on the date set out at the start of this Agreement.
VENDOR
Solonex Cloud Services Ltd
Date: ____________________
RESELLER
Northbridge Channel Partners Ltd
Date: ____________________
Available as a print-ready PDF or an editable Microsoft Word (.docx) file.
What Is a UK Reseller Agreement?
A UK Reseller Agreement is the B2B channel contract under which a Vendor (the supplier of products or services) authorises a Reseller (the channel partner) to purchase the Vendor's products at a wholesale or discount price and on-sell them to end customers. The Reseller bears the customer-facing risk (sales effort, payment collection, support), the Vendor preserves margin discipline through wholesale pricing and trade mark control, and both share the upside of expanded distribution. The arrangement comes in two principal UK variants: the RESELLER configuration, where the Reseller on-sells in the Vendor's branding (the end customer knows they are buying a Vendor-branded product through a Reseller); and the WHITE-LABEL configuration, where the Reseller on-sells in its own branding and the Vendor is anonymous to the end customer. The same contract template covers both — the Channel Mode toggle in the Expert tier switches between Reseller and white-label drafting.
Three UK statutory frameworks shape every reseller deal. First, COMPETITION LAW under the Competition Act 1998 and the Verticals Block Exemption Order 2022 (VABEO, SI 2022/516, in force 1 June 2022, with CMA Guidance CMA166 of 12 July 2022). VABEO gives a safe harbour for vertical agreements that meet defined thresholds and do not contain hardcore restrictions. Resale Price Maintenance (RPM) — fixing or imposing minimum resale prices — is a HARDCORE RESTRICTION under VABEO Art 4(a) and renders the entire vertical agreement outside the safe harbour. UK Vendors may RECOMMEND or impose MAXIMUM resale prices but cannot fix minimum or actual resale prices. Active sales restrictions for exclusive territories (Art 4(b)) are permitted; passive sales (responding to unsolicited end-customer orders from outside the territory) cannot be restricted.
Second, the COMMERCIAL AGENTS distinction. The Commercial Agents (Council Directive) Regulations 1993 (SI 1993/3053) — UK retained from EU Directive 86/653 — apply to commercial agents who negotiate the sale or purchase of goods on behalf of a principal in the principal's name. A reseller who buys in its own name and resells in its own name is NOT a commercial agent and Reg 17 termination indemnity / Reg 8 post-termination commission do NOT apply. Misclassification is a costly mistake: if a contract called a "reseller agreement" in substance creates an agency, Reg 17 indemnity (capped at one year's average commission) may be payable on termination. The template's Expert tier expressly disclaims agency, requires the Reseller to act in its own name, and records the Vendor-Reseller buy-resell economic structure. Third, the post-ECCTA 2023 fraud-prevention regime, where 'large' UK Vendors (≥250 employees, ≥£36m turnover, ≥£18m balance sheet — any 2 of 3) need their channel contracts to flow down reasonable fraud-prevention procedures under s.199 ECCTA (live 1 September 2025).
What's Covered in This Template
This UK Reseller / White-Label Agreement covers the full B2B channel architecture across competition law, IP, customer data and compliance, in a clean Free baseline for the core deal and an Expert tier for the VABEO-compliance, TM licence, GDPR and ECCTA stack.
Vendor + Reseller Parties
Vendor and Reseller with Companies House numbers, registered offices and named signatories — the standard UK corporate parties block.
Channel Mode (Free)
Reseller (on-sell in Vendor branding — end customer knows the brand) or White-Label (on-sell in Reseller branding — Vendor anonymous to end customer).
Products and Product Category (Free)
Description of the products or services and category (SaaS subscription / software licence / hardware / professional services / mixed).
Territory + Customer Scope (Free)
Geographic territory and customer scope (all B2B / enterprise only / SMB / public sector / specified list).
Exclusivity (Free)
Exclusive (only this Reseller in territory) / non-exclusive (Vendor may appoint others) / sole (Vendor and Reseller only — Vendor may sell direct).
Pricing Basis (Free)
Vendor list price minus margin / Reseller sets own price / Vendor recommends only — calibrated to VABEO Art 4(a) RPM ban compliance.
Margin and Payment Terms (Free)
Reseller margin percentage and payment terms (typically 14-60 days net).
Governing Law
England and Wales / Scotland / Northern Ireland with matching exclusive jurisdiction.
Brand Standards (Expert)
Brand standards required (with detail) and quality audit frequency — protects Vendor goodwill in Reseller mode; protects White-Label end-customer experience.
Co-Branding (Expert)
For Reseller mode only — whether the Reseller may co-brand alongside Vendor on marketing materials.
Trade Mark Licence (Expert)
Full / limited / specific marks / none under the Trade Marks Act 1994, territory-aligned with the resale rights.
IP Indemnity (Expert)
Vendor indemnifies Reseller for third-party IP claims arising from sale of the Vendor products (UK market norm).
VABEO 2022 Compliance (Expert)
Express acknowledgement of the RPM ban; active sales restriction for exclusive territories; passive sales explicitly protected per VABEO Art 4(b).
Reseller Target Volume (Expert)
Optional volume target with detail — typically used in exclusive arrangements as a condition of continued exclusivity.
Customer Data Role (Expert)
Vendor as sole controller / Reseller as sole controller / joint controllers / Reseller as processor — the foundational UK GDPR analysis.
Data Processing Agreement (Expert)
Article 28 UK GDPR processor obligations where the Reseller acts as processor — controllership, sub-processors, audit, breach notification.
Support Tier Split (Expert)
Reseller L1 + Vendor L2 (most common) / Reseller L1 only / Vendor handles all — calibrated to product complexity.
Non-Compete (Expert)
During-term non-compete (with comprehensive scope) and post-term non-compete (none / 3 / 6 / 12 months) with geographic scope.
MDF (Market Development Fund) (Expert)
Vendor-funded marketing budget at a percentage of Reseller revenue — typical for SaaS / software channels.
Customer Continuity + Compliance Stack (Expert)
On termination, customers assigned to Vendor / Reseller keeps / subject to consent. ECCTA s.199 fraud-prevention, Bribery Act adequate procedures and Modern Slavery checks for £36m+ Resellers.
How to Create a Reseller / White-Label Agreement
Follow these steps to draft a UK B2B channel agreement that is VABEO 2022-compliant and distinguished from a Commercial Agents Regulations 1993 agency.
- 1
Identify the Parties
Provide Vendor and Reseller details — Companies House numbers, registered offices and named signatories.
- 2
Pick Channel Mode
Reseller (on-sell in Vendor branding) or White-Label (on-sell in Reseller branding with Vendor anonymous to end customer). Different downstream drafting flows from this choice.
- 3
Describe Products and Territory
Insert product description and category (SaaS / software licence / hardware / services / mixed), territory, customer scope (B2B / enterprise / SMB / public sector / specified list) and exclusivity (exclusive / non-exclusive / sole).
- 4
Set Pricing
Pick pricing basis (Vendor list minus margin / Reseller sets own price / Vendor recommends only). Set Reseller margin percentage and payment terms.
- 5
Pick Governing Law
England and Wales / Scotland / Northern Ireland with matching exclusive jurisdiction.
- 6
Configure Brand Standards and Quality (Expert)
Tick brand standards required, insert detail, pick audit frequency. For Reseller mode, tick co-branding permitted if appropriate.
- 7
Add Trade Mark Licence and IP Indemnity (Expert)
Pick TM licence scope (full / limited / specific marks / none), tick territory-aligned and Vendor IP indemnity.
- 8
Confirm VABEO 2022 Compliance (Expert)
Tick RPM ban acknowledgement; active sales restriction for exclusive territories; passive sales protected per VABEO Art 4(b). Add Reseller target volume if applicable.
- 9
Address Customer Data, Support, Non-Compete and MDF (Expert)
Pick customer data role and tick DPA. Pick support tier split and SLA pass-through. Set non-compete during and post-term. Tick MDF and set percentage if used.
- 10
Add Compliance Stack and Download (Expert)
Tick ECCTA s.199 fraud-prevention commitment, Bribery Act adequate procedures and Modern Slavery threshold check. Preview and download as a free PDF or, with Expert, editable Microsoft Word (.docx) for execution.
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Legal Considerations
UK Reseller Agreements engage four overlapping UK statutory frameworks: vertical competition law under the Verticals Block Exemption Order 2022 and CMA Guidance, the Commercial Agents Regulations 1993 distinction, the Trade Marks Act 1994 licence and quality control regime, and the post-2025 UK GDPR + ECCTA 2023 compliance overlay. Each must be addressed correctly.
This template is for informational purposes only and does not constitute legal advice. UK reseller and white-label arrangements are highly specialised — for any deal with annual revenue above £500,000, any deal in a regulated sector (financial services, healthcare, telecoms), any deal with significant personal data processing by the Reseller, any deal where the Reseller is a large organisation engaging ECCTA s.199, or any cross-border deal, professional advice from commercial counsel and competition counsel is strongly recommended.
Reviewed for England & Wales, Scotland and Northern Ireland competition, commercial and data law
VABEO 2022 — The UK Vertical Block Exemption Order
The Verticals Block Exemption Order 2022 (SI 2022/516, in force 1 June 2022) is the UK's post-Brexit replacement for the EU Vertical Block Exemption Regulation 330/2010. VABEO gives a safe harbour from Chapter I Competition Act 1998 for vertical agreements (between businesses operating at different levels of the supply chain, including Vendor-Reseller) where (a) the parties' market shares are below 30% and (b) the agreement does not contain hardcore restrictions. The CMA published its accompanying VABEO Guidance CMA166 on 12 July 2022 — the principal interpretive source. Hardcore restrictions under VABEO Art 4 include: (a) Resale Price Maintenance — Vendor cannot impose minimum or actual resale prices on Reseller (RECOMMENDED and MAXIMUM resale prices are permitted); (b) territorial / customer restrictions — Vendor may restrict ACTIVE sales by Reseller into territories or customer groups exclusively allocated to other resellers, but cannot restrict PASSIVE sales (responding to unsolicited orders).
Commercial Agents Regulations 1993 — The Critical Distinction
The Commercial Agents (Council Directive) Regulations 1993 (SI 1993/3053) implemented EU Directive 86/653 and remain UK retained law. They apply only to COMMERCIAL AGENTS — self-employed intermediaries with continuing authority to negotiate the sale or purchase of goods on behalf of a principal in the principal's name, or to negotiate and conclude the sale on the principal's behalf. A RESELLER buys in its own name from the Vendor and resells in its own name to the end customer — it is NOT a commercial agent and the Regulations do NOT apply. The distinction matters because the Regulations grant commercial agents significant protections, including: Reg 17 termination indemnity (capped at one year's average commission) or alternative compensation; Reg 8 post-termination commission for orders attributable to the agent's efforts; minimum notice periods. Misclassification — drafting a "reseller agreement" that in substance creates an agency — is an expensive mistake. The template's Expert tier expressly disclaims agency, requires buying and reselling in own name, and records the economic structure.
Trade Marks Act 1994 Licence and the Quality Control Requirement
Under the Trade Marks Act 1994, a trade mark licence is required wherever the Reseller uses the Vendor's trade marks in marketing or sale. Section 28 TMA 1994 governs the form and recordal of trade mark licences (recordal at the IPO is permitted but not required for enforceability). Section 30 governs the licensee's right to bring infringement proceedings. The critical practical requirement is QUALITY CONTROL — the Vendor must exercise quality control over the Reseller's use of the marks, or the marks risk being challenged as having ceased to function as indications of trade origin (a route to revocation under section 46 TMA 1994). The Expert template's brand standards detail and quality audit frequency operationalise the quality control requirement. For white-label deals, no Vendor trade mark licence to the Reseller is needed (the Reseller uses its own marks); but the Vendor licenses the Reseller to use the Vendor's IP in the product.
UK GDPR Customer Data — Controller vs Processor Analysis
The Reseller-Vendor relationship requires careful UK GDPR controller / processor analysis. Four configurations are possible: (a) VENDOR AS SOLE CONTROLLER — the Vendor determines purposes and means of customer data processing; Reseller acts as a data processor under Article 28, requiring a Data Processing Agreement; (b) RESELLER AS SOLE CONTROLLER — the Reseller determines purposes and means; Vendor has no controller obligations (unlikely for white-label SaaS where Vendor processes the data); (c) JOINT CONTROLLERS — both parties jointly determine, requiring an Article 26 Joint Controller Agreement (see the dedicated Doxuno Joint Controller Agreement template); (d) RESELLER AS PROCESSOR FOR VENDOR — Reseller acts on Vendor's documented instructions, full Article 28 DPA applies. The Expert template offers all four configurations and attaches a DPA where the processor role is selected. UK GDPR has been amended by the Data (Use and Access) Act 2025 with effect from various dates; the template uses the post-DUAA framework.
ECCTA 2023 s.199 Fraud Prevention Flow-Down
Since 1 September 2025, the failure-to-prevent-fraud offence under section 199 ECCTA 2023 has been live for 'large organisations' — bodies meeting at least two of: 250+ employees, £36m+ turnover, £18m+ balance sheet. A 'large' Vendor is criminally liable where an associated person (including a Reseller acting on its behalf) commits a specified fraud offence intending to benefit the Vendor — unless the Vendor can prove reasonable fraud-prevention procedures under the Home Office guidance of 6 November 2024. The Reseller is an associated person under s.199. The Expert template includes the s.199 compliance flow-down: Reseller commits to reasonable fraud-prevention procedures including risk assessment, due diligence, communication and training, and monitoring. This gives the Vendor contractual evidence of its compliance posture in any subsequent investigation.
Termination, Notice and Customer Continuity
UK Reseller Agreements typically run for an initial fixed term (1-3 years) with rolling renewals subject to notice. Notice periods of 3-12 months are market standard, calibrated to the Reseller's investment level and customer book. The critical termination issue is CUSTOMER CONTINUITY — what happens to the Reseller's existing customers on termination? Three configurations: (a) ASSIGN TO VENDOR — Reseller transfers customer contracts and relationships to Vendor on termination (Vendor preserves customer base; standard where the Reseller is exclusive and customer-facing); (b) RESELLER KEEPS — Reseller retains customers and continues to serve them with substitute product (rare except where Reseller's brand value drives the relationship); (c) SUBJECT TO CONSENT — termination triggers a negotiated customer-by-customer allocation (most flexible). UK competition law concerns arise where the Vendor seeks to lock the Reseller out of competing post-termination — see Tillman v Egon Zehnder [2019] UKSC 32 for the blue-pencil severance test on post-term restraints.
Frequently Asked Questions
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Draft a UK B2B channel agreement that is VABEO 2022-compliant, distinguished from Commercial Agents Regs 1993, with TM licence under TMA 1994, customer data controller / processor analysis under UK GDPR + DUAA 2025, ECCTA 2023 s.199 fraud-prevention, MDF, non-compete and full UK channel compliance stack. Fill in the details, preview and download in minutes.
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