Reseller Agreement in the UK: Template and Key Clauses (2026)

A reseller agreement in the UK is the contract between a supplier and a business that buys the supplier's products or services and sells them on, usually in its own name and at its own prices. It sets out what the reseller may sell, where, on what terms, and what each side promises. The two points that catch people out are competition law, which limits what a supplier can control about resale, and the difference between a reseller and an agent, which changes the legal rules that apply. This is general information, not legal advice. Competition rules and the enforceability of specific terms depend on your facts and can change, so confirm the current position before relying on a clause. ## Reseller or agent: get this right first A reseller buys the product and resells it on its own account, taking title and the commercial risk. An agent does not buy; it arranges sales for the supplier and earns commission. The distinction matters in the UK because the Commercial Agents (Council Directive) Regulations 1993 give agents special protections, including compensation or an indemnity when the relationship ends. Those regulations apply to agents, not to resellers. If your deal is really a reseller arrangement, say so clearly and keep the drafting consistent, because a court looks at substance, not just the title on the front page. ## What competition law allows and forbids Vertical agreements, meaning agreements between businesses at different levels of the supply chain, are governed in the UK by the Competition Act 1998 and the Vertical Agreements Block Exemption Order 2022, known as VABEO, which replaced the former EU block exemption in the UK after Brexit. The practical lines to remember: - Resale prices. A supplier can suggest a resale price or set a maximum, but it cannot fix a minimum resale price or a fixed resale price. That is resale price maintenance, a serious breach.

• Territory and customers. Some restrictions on where and to whom a reseller sells are allowed within limits, but outright bans that cut across the market can breach the rules, especially passive sales where a customer approaches the reseller.
• Non-compete. Obligations not to sell competing products are allowed only within limits on duration and scope. Get these wrong and the clause can be void and the arrangement investigated. <!-- [VERIFY] current VABEO market-share thresholds and non-compete duration limits before citing a figure --> ## A clause by clause skeleton Use this as a structure to adapt, not a finished document. ``` RESELLER AGREEMENT Parties: [Supplier name and address] and [Reseller name and address] Date: [date] 1. APPOINTMENT The Supplier appoints the Reseller as a [non-exclusive / exclusive / sole] reseller of the Products in the Territory. 2. PRODUCTS AND TERRITORY The Products are listed in Schedule 1. The Territory is [defined area]. 3. ORDERS, TITLE AND RISK The Reseller buys the Products at the prices in Schedule 2. Title and risk pass [on delivery / on payment] as set out in clause [x]. 4. RESELLER PRICING The Reseller sets its own resale prices. The Supplier may suggest, but not fix, a resale price. 5. MINIMUM PURCHASE The Reseller will purchase at least [quantity or value] per [period], failing which clause [x] applies. 6. TRADE MARKS AND IP The Supplier grants a non-exclusive licence to use its trade marks only to market and resell the Products, ending when this agreement ends. 7. WARRANTIES AND LIABILITY The Supplier warrants the Products meet [specification]. Liability is limited as set out in clause [x], subject to liabilities that cannot be excluded by law. 8. COMPLIANCE The Reseller complies with applicable law, including consumer protection and product safety rules, when reselling. 9. TERM AND TERMINATION This agreement runs from [date] for [term], renewing [terms]. Either party may end it on [number] months notice, or immediately for material breach or insolvency. 10. POST-TERMINATION On ending, the Reseller stops using the trade marks and the parties deal with remaining stock as set out in clause [x]. 11. GOVERNING LAW Governed by the law of [England and Wales / Scotland / Northern Ireland] and subject to the courts of that jurisdiction. Schedule 1: Products Schedule 2: Prices

- Calling the arrangement a reseller deal but drafting it like agency, which can accidentally trigger the Commercial Agents Regulations.
- Granting exclusivity with no minimum purchase, so the supplier is locked out of a territory that is not performing.
- No retention of title clause, leaving the supplier exposed if the reseller fails to pay or goes insolvent.
- Forgetting post-termination stock and trade mark clauses, so brand use and unsold goods are left unresolved. ## How jurisdiction within the UK changes things Competition law and the core contract principles apply across the UK, but name the correct governing law for England and Wales, Scotland or Northern Ireland, since courts and some procedures differ. If the reseller sells outside the UK as well, the local competition and consumer rules of those markets may also apply, so a single UK template rarely covers an international deal without changes. ## Keeping the agreement and its moving parts together A reseller agreement changes as product lists, price schedules, territories and targets move. The signed contract, its schedules, the renewals and the variations tend to scatter across email and spreadsheets, and the version you need in a dispute is the one nobody can find. Drafting a contract like this, checking it for a pricing or territory clause that crosses a competition line, editing a term in plain language and holding every version with its date can live in one AI workspace tuned to how your company contracts. Adira is built around that single workspace, running on Claude, with per-seat pricing shown up front and a 7-day trial, India-first and built to work across jurisdictions. You can see more at [its site](https://adiralaw.com). For one straightforward deal the skeleton above is enough on its own. The point worth taking is that a contract and the schedules around it are easier to trust when they stay in one place and in step.