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

A reseller agreement is a contract where a supplier (the principal or vendor) authorises an independent business (the reseller) to buy its products or software and resell them to end customers, in its own name and for its own account. The reseller sets its own resale price within limits, carries the credit risk on its customers, and earns the margin between buy and sell. That is what separates a reseller from a commercial agent, who only solicits orders for a commission and never takes title. In Portugal there is no single reseller statute. The contract is built from general contract law in the Civil Code, shaped by EU and national competition law, and on termination by rules often borrowed from agency law. For software and SaaS resale there is an extra layer: the reseller is passing on a licence it does not own, so the chain of licence terms has to line up. This guide sets out the local law that actually bites, the clauses a Portugal reseller agreement should contain, and a section-by-section skeleton you can adapt. It is general information, not legal advice; confirm the detail with qualified Portuguese counsel before you sign. ## Portugal: the local law that shapes your reseller agreement Two features of Portuguese law matter most. First, end-of-contract protection. Portugal is the clearest example of a country that borrows agency law for distributors and resellers. Distribution and concession contracts are unnamed contracts, but the Supreme Court of Justice applies the agency statute, Decree-Law 178/86, by analogy to the relationship it most resembles. That can bring in the client indemnity in Article 33 (payable where the supplier keeps substantial benefit from customers the reseller won, and the reseller loses that remuneration) and statutory notice periods running from 30 to 90 days depending on how long the contract has lasted. Treat a Portuguese reseller agreement as if agency-style termination protection may apply, and price that risk before signing. Second, competition law. Portugal is an EU member state, so a reseller agreement is governed by EU competition law alongside national rules. The main instrument is the Vertical Block Exemption Regulation (EU) 2022/720 (the VBER), in force since 1 June 2022. It gives a safe harbour where the supplier's and the buyer's market shares each stay at or below 30 percent and the contract contains no hardcore restriction. Hardcore restrictions include resale price maintenance (fixing or imposing a minimum resale price, including a minimum advertised price) and certain restrictions on where or to whom the reseller may resell. Get one wrong and the whole agreement can lose the exemption. ### Software and SaaS resale Where the reseller resells software or a subscription, it is passing on a licence granted by the vendor. The reseller agreement must say exactly what the reseller may grant to end customers, flow down the end-user licence terms, and make clear that intellectual property stays with the vendor. A mismatch between what the vendor licenses and what the reseller promises its customers is a common and expensive gap. ## The clauses a Portugal reseller agreement should contain The core clauses are: - Appointment and scope. Products or software covered, the territory, and whether the appointment is exclusive, non-exclusive or selective.

• Reseller status. A clear statement that the reseller buys and resells on its own account and is not an agent, employee or partner of the supplier.
• Pricing. The supplier may set its wholesale price and recommend a resale price, but must not fix or impose a minimum resale price. Set payment terms, currency and taxes (VAT/IVA).
• Orders, supply and risk. Ordering, lead times, delivery (or provisioning for software), and when title and risk pass.
• Licence flow-down (software/SaaS). What the reseller may grant end customers, the end-user licence terms, and support responsibilities.
• Intellectual property and brand. A limited licence to use the supplier's trade marks for resale only; no transfer of goodwill in the marks.
• Targets and obligations. Any minimum purchase or sales targets, how they are measured, and the consequence of a miss (often loss of exclusivity).
• Warranties, liability and indemnities. Product or service warranties, IP infringement indemnity from the vendor, and liability allocation.
• Term, renewal and termination. Fixed or open-ended term, renewal, and termination for cause, insolvency and change of control, with the notice each requires.
• Post-termination. Stock buy-back or licence run-off, return of materials, survival of confidentiality, and how any goodwill or indemnity claim is handled.
• Governing law, language and disputes. Portuguese law, the court or arbitration seat, and the contract language. ## A reseller agreement skeleton you can adapt Use this running order as a drafting checklist. It is a skeleton, not a finished contract, and it is not legal advice. 1. Parties and recitals

2. Definitions
3. Appointment, territory and exclusivity
4. Reseller status (independent, own account)
5. Products or software and any changes
6. Pricing, orders, payment and taxes
7. Supply, delivery or provisioning, title and risk
8. Licence flow-down and end-user terms (software/SaaS)
9. Intellectual property and trade mark licence
10. Targets and reseller obligations
11. Warranties, IP indemnity and liability
12. Term, renewal and termination
13. Consequences of termination (stock, run-off, indemnity)
14. Confidentiality and data protection
15. Governing law, jurisdiction or arbitration, and language
16. Boilerplate (assignment, force majeure, notices, anti-bribery, entire agreement) ## Common mistakes to avoid - Fixing the resale price. Setting or imposing a minimum resale price is a hardcore restriction under the VBER and can cost the agreement its competition-law protection. Recommend, do not dictate.

• Ignoring the indemnity question. Portuguese courts can apply agency-style client indemnity to a reseller by analogy. A contract that is silent, or tries to exclude it outright, may not hold. Plan for it.
• Calling it a reseller deal while running it like agency. If the supplier dictates end-customer prices and the partner carries no stock or credit risk, a court may look past the label. Match the paperwork to the real arrangement.
• A broken licence chain. In software and SaaS resale, the end-user terms must match what the vendor actually licenses. A gap leaves the reseller exposed to both sides.
• Vague termination terms. Unclear notice periods and renewal mechanics cause most reseller disputes. Say exactly how and when either side can exit. ## Keeping the agreement alive after signing The work does not stop at signature. A reseller agreement sets targets to track, a renewal date to diarise, price lists that change, licence terms to flow down, and termination notice windows you cannot afford to miss. Most disputes come not from a badly drafted clause but from a renewal that auto-extended unnoticed, a notice served late, or an end-user licence that drifted out of line with the vendor's terms. That is the case for keeping drafting, review, version history and obligation tracking in one place rather than spread across inboxes, a shared drive and a spreadsheet. Adira is one such AI workspace: you draft from your own templates, see each clause flagged as favourable, neutral or unfavourable to you, edit clauses in plain English, and keep a live timeline of every renewal, price change and obligation, built on Anthropic's Claude. Adira is India-first today; deeper support for Portuguese law is on its roadmap rather than live, so treat it as a workflow layer here and keep local counsel for the legal substance.