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

A reseller agreement lets one business (the reseller) buy a supplier's products or software and sell them on to end customers, usually in a defined territory and often under the supplier's brand. It sets pricing and margin, territory, trademark use, targets, support duties and what happens when the deal ends. In Ireland, two areas of law shape a reseller agreement more than anything else: competition law (because the deal is a vertical agreement) and the line between a reseller and a commercial agent (because agents get special protection). ## When you need a reseller agreement Use one when a partner will sell your products or software into the Irish or EU market, or when you are the partner taking on a brand. A reseller buys and resells on its own account. That is different from a commercial agent, who sells in the principal's name for a commission, and the difference changes which rules apply. ## Irish and EU law you need to know Ireland is a common law jurisdiction with freedom of contract, supported by the Sale of Goods and Supply of Services Act 1980 for the supply side. For reselling specifically: - Competition law. A reseller deal is a vertical agreement, caught by section 4 of the Competition Act 2002 (as amended) and Article 101 of the Treaty on the Functioning of the EU. The EU Vertical Block Exemption Regulation (VBER), Regulation (EU) 2022/720 (in force from 1 June 2022), exempts many vertical agreements where each party's market share is at or below 30 percent and the agreement avoids hardcore restrictions.

• Hardcore restrictions to avoid. Resale price maintenance (fixing the reseller's resale price) and absolute territorial protection that blocks passive sales are treated as serious restrictions and can lose the exemption. You can set a maximum or recommended resale price, but not a fixed or minimum one.
• Agent or reseller. The EC (Commercial Agents) Regulations 1994 and 1997, which implement EU Directive 86/653/EEC, give commercial agents rights on termination, including compensation or indemnity. If your arrangement looks like agency in substance, those rules may apply even if you call the partner a reseller, so characterise the relationship carefully.
• Governing law and signing. For cross-border deals, governing law follows the Rome I Regulation and jurisdiction the Brussels Recast Regulation. Electronic signatures are valid under the eIDAS Regulation and the Electronic Commerce Act 2000. Standard VAT is 23 percent. ## Key clauses in an Irish reseller agreement ### Appointment and exclusivity State the products, the territory and whether the reseller is exclusive, non-exclusive or sole, within competition-law limits. ### Pricing, margin and payment Set buy price or discount off list, payment terms, currency and VAT. Use maximum or recommended resale prices only, never fixed or minimum. ### Trademark and brand use Grant a limited licence to use the supplier's trademarks for resale only, with brand rules and no rights after termination. ### Territory and sales restrictions Keep restrictions inside the VBER: you may limit active selling into another party's exclusive territory, but not passive sales. ### Targets and support Any minimum purchase or sales targets, plus marketing, training and support. ### Term, termination and post-termination Term, renewal, termination rights, stock run-off and customer handover, plus any agency-style compensation risk if the relationship is really agency. ### Governing law and disputes Name Irish law and the Irish courts or arbitration. ## A simple Irish reseller agreement template outline 1. Parties and effective date

2. Definitions
3. Appointment, products and territory
4. Exclusivity (within competition-law limits)
5. Pricing, margin, payment and VAT
6. Orders, delivery and title
7. Trademark and brand licence
8. Territory and sales restrictions (VBER-compliant)
9. Targets, marketing and support
10. Warranties and product liability
11. Term and termination
12. Post-termination (stock, customers, brand)
13. Confidentiality
14. Governing law (Ireland) and disputes
15. General terms and signature blocks ## How to draft and review one well Check competition risk first: confirm market shares against the 30 percent VBER threshold and strip out any fixed resale price or passive-sales ban. Decide clearly whether the partner is a reseller or an agent, because agency brings termination compensation. Track term, renewal and target dates so reviews happen on time. ## Draft, review and track a reseller agreement in one workspace Reseller deals tie together pricing schedules, brand rules, territory limits and renewal dates that often scatter across files. Adira is an AI legal operating system that keeps drafting, clause-level review and version history in one place, so the agreement and its schedules stay linked. Adira is India-first today; deeper Ireland and EU coverage, including competition and agency rules, is on its roadmap, so treat Ireland-specific drafting as a starting point to confirm with local counsel. See the approach at Adira. This article is general information, not legal advice. Confirm current competition law, the VBER and commercial agency rules with a qualified solicitor before you sign.