STATUS: DRAFT — pending your legal review. Commercial figures (commission rate,
payment terms, notice periods) are set per-reseller in the billing module and are
shown here as `{{placeholders}}`. This is a template, not yet legal advice. The
governing-law and contracting-entity clauses vary by region — confirm the correct
legal entity for SA and UK before publishing.Version: 0.1-draft · Effective on acceptance at signup (timestamp + version recorded).
This Agreement is between:
(South Africa: `{{CB_SA_ENTITY_NAME, reg no}}`; United Kingdom:
`{{CB_UK_ENTITY_NAME, company no}}`) ("we", "us", "Commerce Bridge"), and
(`parent_customer_id` = the Reseller's account).
(`customers.reseller_discount_rate`). No Reseller may go live until a Discount greater than 0
is set.
collects from its end client itself, outside the Platform, and Commerce Bridge bills the
Reseller the Wholesale Price) or White-Label (Commerce Bridge bills the end client at the
Retail Price on the Reseller's behalf, collects, retains the Wholesale Price, and remits the
balance — Retail Price less Wholesale Price — to the Reseller).
We appoint you as a non-exclusive reseller of the Platform in your Territory
(`{{South Africa / United Kingdom}}`). You may market, resell and onboard Client Tenants onto
the Platform, set your own Retail Prices, and hold the billing relationship with your end
clients (except where you elect White-Label billing per clause 5). This appointment grants no
exclusivity, no territory lock, and no authority to bind Commerce Bridge. Nothing here creates a
partnership, agency, employment or joint venture; **you contract with your end clients in your
own name and on your own account.**
4.1 You become an active Reseller only after (a) we approve your application and
(b) a Reseller Discount greater than 0 is set for your account. Until both occur you cannot
create or go-live Client Tenants.
4.2 You must provide accurate application information and keep it current.
5.1 Wholesale Price. You pay us the Wholesale Price for each active Client Tenant =
List Price × (1 − your Reseller Discount), per billing period, in the Client Tenant's plan currency.
5.2 Billing Mode (chosen per Client Tenant).
(a) Reseller-Direct — you invoice and collect from your end client yourself; we bill you
the Wholesale Price for that Client Tenant. Your margin is the difference between your Retail
Price and the Wholesale Price, and is entirely yours.
(b) White-Label — you authorise us to bill your end client at your Retail Price on your
behalf. We collect, retain the Wholesale Price, and remit the balance (Retail Price less
Wholesale Price) to you. You set, and are responsible for, the Retail Price.
5.3 Our invoice to you. We invoice you `{{monthly / your cycle}}`, `{{net terms}}`, for the
Wholesale Price of all your active Client Tenants (both modes), through our accounting flow
(Xero for SA, FreeAgent for UK). Overdue amounts may suspend your account and your Client Tenants
per clause 12.
5.4 Remittance to you (White-Label only). We remit White-Label balances to your nominated
bank account `{{on collection / on your cycle}}`, only for amounts actually collected from
the end client, net of refunds and chargebacks, against a valid tax invoice from you where
required. We may set off remittances due to you against Wholesale Prices you owe us.
5.5 Taxes. All prices are `{{exclusive / inclusive}}` of VAT. Each party is responsible for
its own taxes; VAT is charged and accounted for under SA / UK law by the party making the supply.
5.6 Price & discount changes. We may change List Prices or your Reseller Discount
prospectively on `{{notice period}}` written notice; changes do not affect amounts already
invoiced. You set your Retail Prices and may change them at any time.
5.7 Credit risk. You bear the credit risk of your Reseller-Direct clients. We do not guarantee
collection of Retail Prices in White-Label mode and remit only what is collected.
You will: (a) market the Platform honestly and not misrepresent its features, pricing or our
brand; (b) provide first-line support to your Client Tenants; (c) comply with all applicable
laws (including consumer, e-commerce, anti-bribery and data-protection law); (d) not resell
outside your Territory without our consent; (e) not create Client Tenants for unlawful,
fraudulent or prohibited use; (f) keep your account credentials secure.
We will: (a) make the Platform and reseller tooling reasonably available; (b) provide
provisioning, billing and second-line support; (c) maintain the commission ledger and pay
Commission per clause 5; (d) give reasonable notice of material Platform changes.
8.1 We grant you a limited, non-exclusive, revocable licence to use the Commerce Bridge name and
marks solely to market the Platform in your Territory, per our brand guidelines. You gain no
other rights in our IP. All Platform IP remains ours.
8.2 Where white-label / co-branding is enabled for your account, you may brand Client Tenant
storefronts as permitted by your plan; you must not represent that you own or built the Platform.
8.3 You retain your own marks; you grant us a licence to display your name/logo as a Reseller.
Each party will keep the other's non-public information confidential and use it only to perform
this Agreement, for the term and `{{X}}` years after. Standard carve-outs (public, independently
known, required by law) apply.
10.1 The parties will comply with applicable data-protection law: POPIA (South Africa) and
the UK GDPR / Data Protection Act 2018 (United Kingdom).
10.2 In respect of Client Tenant and end-user personal information processed on the Platform,
Commerce Bridge acts as processor/operator on documented instructions, and the Client Tenant
(or you, as applicable) as controller/responsible party. The parties will enter our **Data
Processing Addendum** (`{{link}}`), which forms part of this Agreement.
10.3 You will only share personal information with us on a lawful basis, will not use Platform
data except to perform this Agreement, and will notify us without undue delay of any personal-
information breach you become aware of.
11.1 The Platform is provided on the terms of our master Terms of Service (`{{link}}`) and
SLA. Except as expressly stated, we give no other warranties (implied warranties excluded to the
extent permitted by law).
11.2 Cap. Except for the excluded liabilities below, each party's total liability under this
Agreement is capped at the Commission paid or payable in the 12 months before the claim.
11.3 Exclusions. Neither party is liable for indirect or consequential loss, or loss of
profit, revenue or data. The cap and exclusions do not apply to: unpaid Commission/fees, breach
of confidentiality or data-protection obligations, IP infringement, or liability that cannot be
limited by law (e.g. death/personal injury, fraud).
11.4 Indemnity. You will indemnify us against third-party claims arising from your breach of
this Agreement, your misrepresentations, or your Client Tenants' unlawful use introduced by you.
12.1 This Agreement starts on acceptance and continues until terminated.
12.2 Either party may terminate for convenience on `{{notice period}}` written notice, or
immediately for the other's material breach not cured within `{{cure period}}`, insolvency, or
serious/repeated compliance or brand-misuse breaches.
12.3 On termination: your reseller rights and brand licence end; existing Client Tenants may,
at our discretion, be transitioned to direct billing or another arrangement; the parties **settle
outstanding balances** up to termination — Wholesale Prices you owe us, and White-Label
Remittances (for amounts collected) we owe you — on the next billing cycle; confidentiality, IP,
liability, indemnity and data-protection clauses survive.
Assignment (not without the other's consent, save to a group entity/on sale of business);
entire agreement (supersedes prior reseller discussions, together with the Terms of Service, DPA
and your accepted application); variation (in writing / by updated version accepted online);
notices (to the account/registered email); no waiver by delay; severability; force majeure.
South Africa**; the parties submit to the jurisdiction of the South African courts.
parties submit to the exclusive jurisdiction of the courts of England and Wales.
By ticking "I accept the Reseller Agreement and Terms" at signup, you confirm you have authority
to bind the Reseller and agree to this Agreement (this version), the Terms of Service and the
Data Processing Addendum. Your acceptance is recorded with the agreement version and atimestamp.