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

Is a reseller agreement legal in the United Kingdom? Yes. A reseller agreement, where a supplier authorises a reseller to sell its products or services to end customers, is a standard and lawful commercial contract in the United Kingdom. It is binding as an ordinary contract, but it sits under UK competition law, which limits how far a supplier can fix the reseller's resale price or restrict its territory. Most reseller terms are freely negotiable; the pricing and exclusivity clauses are where UK law bites. This is general information, not legal advice. For a reseller program with pricing controls or exclusivity, ask a qualified UK solicitor. ## What UK law applies to a reseller agreement The contract itself rests on the common law. The constraints come from competition law. ### Competition Act 1998, Chapter I

The Chapter I prohibition bans agreements that prevent, restrict, or distort competition. Vertical agreements between a supplier and reseller can fall foul of it, especially on price and territory. ### Vertical Agreements Block Exemption Order 2022 (VABEO) The VABEO, which came into force on 1 June 2022, exempts most vertical agreements from the Chapter I prohibition where neither party's market share exceeds 30 percent, provided the agreement contains no "hardcore" restrictions. Resale price maintenance, meaning fixing a minimum or fixed resale price, is a hardcore restriction and loses the exemption; the supplier can set a maximum or recommended price. Certain territory and customer restrictions are also hardcore. The Competition and Markets Authority (CMA) publishes guidance on the VABEO. ### Commercial agents If the arrangement is actually agency rather than resale (the agent sells in the supplier's name and does not take title), the Commercial Agents (Council Directive) Regulations 1993 apply and give the agent rights, including compensation on termination. A true reseller buys and resells in its own name and is outside those Regulations, so be clear which model you have. ### Consumer and liability law If the reseller sells to consumers, the Consumer Rights Act 2015 governs the end sale, and UCTA controls liability terms between supplier and reseller. ## Key clauses in a UK reseller agreement ### Appointment and exclusivity State whether the reseller is exclusive or non-exclusive, and the territory or market, defined precisely. Keep territory restrictions within VABEO limits. ### Products and pricing Set the supplier's price to the reseller and how the reseller prices onward. Do not set a minimum or fixed resale price; a maximum or recommended price is permitted. ### Orders, delivery, and payment Cover ordering, delivery, title and risk, invoicing, VAT, and payment, reflecting the statutory right to late-payment interest. ### Trademark and marketing licence Grant a limited licence to use the supplier's marks, with brand guidelines and quality controls. ### Obligations and targets Set the reseller's duties (support, training, minimum purchase or sales targets) and the supplier's duties (supply, product information). ### Warranties, returns, and support Say who stands behind the product to the end customer and how warranty claims and returns flow. ### Intellectual property and confidentiality Confirm the supplier keeps its IP; protect pricing and customer information both ways. ### Limitation of liability and indemnity Cap liability (UCTA-reasonable) and allocate third-party claims, including product liability and IP infringement. ### Term and termination Set the term, renewal, termination for cause and convenience, and the fate of unsold inventory and pending orders. If the arrangement might be agency, address the 1993 Regulations. ### Governing law and jurisdiction Choose the governing law and courts. ## A simple UK reseller agreement skeleton 1. Parties and commencement 2. Definitions 3. Appointment, territory, and exclusivity 4. Products and ordering 5. Pricing to reseller and resale pricing (no RPM) 6. Delivery, title, VAT, and payment 7. Trademark and marketing licence 8. Reseller and supplier obligations; targets 9. Warranties, returns, and support 10. Intellectual property and confidentiality 11. Limitation of liability and indemnities 12. Term and termination; inventory on termination 13. Compliance (competition, anti-bribery, export) 14. Governing law and jurisdiction 15. General terms ## Points worth negotiating Keep resale pricing within the law: a maximum or recommended price is allowed, but fixing a minimum is a hardcore restriction that breaks the block exemption and risks a penalty. Check both parties' market shares against the 30 percent VABEO threshold. Define territory and exclusivity precisely and within the permitted limits. Be clear whether you have a reseller or a commercial agent, because agency brings termination compensation rights. Negotiate termination notice and the treatment of unsold stock. ## Where a single contract workspace helps A reseller program is rarely one agreement; it is many resellers, each with its own territory, pricing schedule, targets, and renewal date, all of which must stay consistent and competition-compliant. An AI contract workspace is built for that: each agreement becomes a structured clause tree, positions are marked favourable, neutral, or unfavourable to your company, and renewal and target dates surface automatically. Adira is one such workspace. Adira is India-first today, and deeper United Kingdom jurisdiction coverage is on its roadmap, so for UK reseller programs treat it as a drafting and tracking aid and confirm competition-law and agency questions with a UK solicitor. The clauses above do not change; a workspace just makes them easier to manage across a channel.