Reseller Agreement in Australia: Template, Key Clauses and Local Law (2026)

What is a reseller agreement in Australia, and when do you need one? A reseller agreement in Australia is a contract that lets one business (the reseller) buy a supplier's products or services and sell them on to end customers, usually under its own invoices. It sets the territory, whether the appointment is exclusive, the pricing and discount model, who owns the customer relationship, how the supplier's brand and intellectual property may be used, and how the deal ends. You need one whenever you grow sales through third parties rather than only a direct team. It is common for software and SaaS vendors, hardware and equipment makers, and service providers seeking local or vertical reach. A reseller is different from an agent: a reseller buys and resells in its own name and takes the margin, while an agent sells on the supplier's behalf for a commission. ## What law governs a reseller agreement in Australia? A reseller agreement is governed by common law contract principles, broadly uniform across the states and territories, overlaid by two bodies of law that matter most: competition and consumer law, and franchising law where the deal crosses that line. - The Competition and Consumer Act 2010 (Cth) governs pricing conduct, exclusive dealing and misuse of market power, and includes the Australian Consumer Law (ACL) in Schedule 2.

• The Franchising Code of Conduct is a mandatory industry code under the same Act and applies where the arrangement is a franchise. ## How does competition law affect reseller pricing and exclusivity? Two points under the Competition and Consumer Act matter most. - Resale price maintenance. It is unlawful for a supplier to require or induce a reseller to sell at or above a specified minimum price, or to withhold supply because a reseller is selling, or is likely to sell, below a specified price. A supplier can recommend a price and can set a maximum price, but should not fix or enforce a minimum resale price. Resale price maintenance is treated seriously and attracts significant penalties.
• Exclusive dealing. Exclusivity and restrictions on who a reseller may deal with are lawful in many deals but can breach the Act where the conduct has the purpose, effect or likely effect of substantially lessening competition. A supplier with market power should take advice before locking up a territory. Keep pricing language as recommended or maximum rather than mandatory minimum, and treat exclusivity as a commercial choice with a competition-law check. ## When does a reseller agreement become a franchise? This is the trap most reseller deals miss. The Franchising Code of Conduct is mandatory, and a new Code took effect on 1 April 2025, set out in the Competition and Consumer (Industry Codes-Franchising) Regulations 2024, with some rules applying from 1 November 2025. The Code can apply where the arrangement grants the right to carry on a business under a system or marketing plan substantially determined, controlled or suggested by the supplier, is associated with the supplier's trademark or brand, and involves payment of a fee. If your reseller model has those features, it can be a franchise even though nobody called it one, which triggers disclosure, a cooling-off period and other duties, with penalties for non-compliance. Check whether the Code applies before you sign. ## What are the key clauses in an Australian reseller agreement? | Clause | What it does | | --- | --- | | Appointment and territory | What the reseller may sell, where, and to whom | | Exclusivity | Whether the appointment is exclusive, and any targets to keep it | | Pricing and discounts | Supplier price to the reseller, and resale pricing language | | Orders, payment and GST | How orders are placed, paid and taxed | | Trademark and IP licence | Limited right to use the supplier's brand and materials | | Marketing and conduct | Standards the reseller must follow, and ACL compliance | | Warranties and support | Who supports the end customer, and warranty flow-through | | Customer data and ownership | Who owns the customer relationship and data | | Liability and indemnity | Allocation of risk, within what the ACL allows | | Term, targets and termination | Duration, renewal, performance targets and exit | | Post-termination | Sell-off of stock, stopping brand use, non-solicitation | | Governing law | The chosen state or territory and forum | ## A simple Australian reseller agreement template (structure) 1. Parties and definitions

2. Appointment, territory and exclusivity
3. Products or services and changes
4. Pricing, discounts and resale pricing
5. Orders, delivery, payment and GST
6. Trademark and intellectual property licence
7. Marketing, standards and ACL compliance
8. Warranties, support and end-customer terms
9. Customer data and ownership
10. Confidentiality
11. Limitation of liability and indemnities
12. Term, performance targets, renewal and termination
13. Effect of termination and sell-off
14. Governing law and dispute resolution ## Common mistakes to avoid - Fixing or enforcing a minimum resale price, which is unlawful resale price maintenance.

• Building a branded, fee-paying, controlled reseller model without checking the Franchising Code.
• Leaving customer ownership unclear, so both sides claim the end customer at exit.
• Granting exclusivity with no performance targets, so a passive reseller blocks the territory.
• Forgetting GST and the sell-off of remaining stock after termination. ## Doing this across many partners A reseller network multiplies contracts fast: a base agreement, territory schedules, pricing addenda, renewals and bespoke deals for larger partners. Managed by hand, pricing terms drift apart, renewal dates slip, and it is hard to see which partner has which rights. The drafting, clause review, renewal tracking and version history can sit in one AI contract workspace tuned to how your company contracts. Adira is one such workspace. Its legal depth is strongest for India today, with Australian-law support on the roadmap, so use it as a drafting and review aid rather than a substitute for Australian competition and franchising advice. ## Is this legal advice? No. This is general information, not legal advice. Resale price maintenance rules and the Franchising Code can turn an ordinary reseller deal into a regulated one, with significant penalties. For a specific arrangement, confirm with a qualified Australian lawyer. ## Frequently asked questions