SaaS reseller agreements are some of the most complex agreements that you’re likely to come across.
Most agreements have just two parties involved, A and B. A has a contract with B, which is the same as B’s contract with A.
But a SaaS reseller agreement has, effectively, three parties involved: Seller, Reseller, End Customer.
The Seller has a contract with the Reseller. The Reseller has a contract with the End Customer. And the Seller has a quasi-contract (or sometimes an actual contract) with the End Customer.
The relationship between the Seller and the End Customer has to address issues like these:
Who is operationally providing the service to the End Customer?
What are the terms on which the End Customer receives the service?
At the end of the reseller contract, who does the End Customer belong to?
So, unlike an ordinary SaaS contract, which just has one agreement, a SaaS reseller agreement effectively contains three agreements within it. That makes it substantially more complex.
If you’re doing SaaS reseller agreements on a weekly or monthly basis, then they soon become familiar to you, and you know the options and the trade-offs that go with each option.
But if you’re not doing these on a regular basis, then the best way to go about things is to create an internal set of key terms.
By producing this internal set of key terms, you work out all the choices available to you and the trade-offs that go with them.
And if you're dealing with an experienced reseller, then you're levelling the playing field.
For more information on the benefits of internal (and external) key terms, see here:
Term Sheets - Internal Benefits
Foundational Contracts Part 3 - Price To This!
Foundational Contracts Part 4 - Levelling the Playing Field
Buying SaaS? Here's how to avoid a bad contract
3rd November 2026