Last updated: August 17, 2026
This Reseller Agreement (this "Agreement") is effective as of the Effective Date specified in an applicable Reseller Order Form and is entered into by and between SaaS Management Technologies Pty Ltd (ACN 675 793 218), trading as Subble ("Subble"), and the party identified as the Reseller in the applicable Reseller Order Form (the "Reseller").
Subble provides a SaaS management platform and related services. The Reseller provides IT products and services to its own customers and wishes to resell Subble subscriptions to them. This Agreement sets the terms on which the Reseller may market and resell those subscriptions.
1.1 T&Cs: The Subble Terms and Conditions located at https://www.subble.com/terms-and-conditions/.
1.2 End Customer: A customer of the Reseller that purchases a Subble subscription through the Reseller under this Agreement.
1.3 Information Worker: A person employed or engaged by an End Customer whose role involves the use of software. Information Worker counts are the basis on which Wholesale Fees are calculated.
1.4 Reseller Order Form: An order form entered into between Subble and the Reseller that incorporates this Agreement and sets out the commercial details, including the Wholesale Fees.
1.5 Wholesale Fees: The fees payable by the Reseller to Subble, as set out in the Reseller Order Form.
2.1 Subble appoints the Reseller to market and resell subscriptions to the Subble platform to End Customers. The appointment is not exclusive. Subble may sell directly and may appoint other resellers. The Reseller may resell in any territory unless the Reseller Order Form specifies one.
2.2 The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency or employment relationship. The Reseller has no authority to bind Subble or to make commitments on Subble's behalf.
3.1 The Reseller orders a subscription for an End Customer by written notice to Subble (email is sufficient). Each order must state the End Customer's name and its Information Worker count.
3.2 Subble will set up an environment on the platform for each End Customer.
3.3 The Reseller must ensure that each End Customer accepts the T&Cs at or before the time that End Customer first accesses the platform. An End Customer that signs up to the platform online accepts the T&Cs as part of its online order. The Reseller must not alter the T&Cs, and must not negotiate their terms on Subble's behalf.
3.4 Subble may decline an order on reasonable grounds, for example where the proposed End Customer is a competitor of Subble or where supplying it would breach applicable law.
4.1 This Agreement does not grant the Reseller a licence to use the platform for its own operations. If the Reseller wishes to use Subble for its own business, the parties will enter into a standard customer order form for that use.
4.2 Where an End Customer has authorised the Reseller's personnel as its users, those personnel may access that End Customer's environment on the End Customer's behalf. That access is subject to the T&Cs that bind the End Customer.
4.3 Subble may provide the Reseller with a demonstration environment for use in sales demonstrations. A demonstration environment is not for production use and Subble may withdraw it at any time.
5.1 The Reseller must pay Subble the Wholesale Fees.
5.2 The Reseller's obligation to pay is not conditional on the Reseller collecting payment from any End Customer.
5.3 Subble will invoice the Reseller as set out in the Reseller Order Form. Invoices are payable within 30 days of the invoice date. Fees are stated in Australian dollars and exclude GST, which will be added to invoices where applicable. Overdue amounts may accrue interest at 1.5% per month, or the highest rate permitted by law if lower.
5.4 The Reseller sets its own prices to End Customers. Subble makes no representation about the price the Reseller charges or the margin it earns.
5.5 The Reseller must declare each End Customer's Information Worker count when it places the order, and must provide an updated count on each anniversary of that End Customer's start date. The Wholesale Fees for an End Customer are recalculated on each anniversary using the updated count. Subble may ask the Reseller to substantiate a declared count on 14 days' written notice, and the Reseller must provide reasonable supporting evidence.
6.1 The Reseller must:
7.1 Subble will set up each End Customer environment promptly after accepting the order, working directly with the End Customer.
7.2 Subble will ensure the platform is available at least 99.5% of the time, excluding scheduled maintenance.
7.3 Subble will provide technical support to the Reseller and to End Customers via email during business hours (9am to 5pm AEST on business days, excluding Australian public holidays).
7.4 Subble will give the Reseller at least 30 days' written notice of any change to the T&Cs that materially affects End Customers.
8.1 During the term, each party may use the other's name and logo to describe the reseller relationship, following any brand guidelines the other party provides. A party may withdraw this permission for a particular use by written notice, acting reasonably.
9.1 If the Reseller also holds a Partnership Services Agreement or another referral arrangement with Subble, no referral fee or commission is payable in respect of an End Customer or any revenue under this Agreement.
10.1 Each party must keep the other party's confidential information confidential, use it only for the purposes of this Agreement, and disclose it only to personnel and advisers who need it for those purposes. This does not apply to information that is public through no fault of the receiving party, that the receiving party already lawfully held, that it lawfully receives from a third party, that it develops independently, or that it is required by law to disclose (in which case it must give the other party notice where lawful).
10.2 The terms of this Agreement, including the Wholesale Fees, are confidential. The Reseller must not disclose the Wholesale Fees to End Customers.
10.3 The obligations in this clause survive for five years after this Agreement ends.
11.1 Data ingested into an End Customer's environment belongs to that End Customer, as set out in the T&Cs.
11.2 The Reseller's access to an End Customer's environment ends when the Reseller's engagement with that End Customer ends. The Reseller must ensure its personnel's access is removed within 30 days, and Subble may remove that access at the End Customer's request.
11.3 Each party must comply with applicable privacy and data protection laws in handling personal information in connection with this Agreement.
12.1 This Agreement starts on the Effective Date and runs for the Initial Term stated in the Reseller Order Form. It then renews for successive terms of the same length unless either party gives written notice, at least 30 days before the end of the current term, that it does not wish to renew.
12.2 Either party may terminate this Agreement for material breach by giving 30 days' written notice, if the breach is not cured within that period. Subble may terminate immediately by written notice if the Reseller fails to pay overdue Wholesale Fees within 15 days of a written reminder.
12.3 Termination of this Agreement does not terminate End Customer subscriptions. Each End Customer's access continues under the T&Cs. Subble may invoice affected End Customers directly or transition them to another reseller, and the Reseller must cooperate reasonably with that handover. The Reseller remains liable for Wholesale Fees accrued up to the date of termination.
12.4 Upon any expiration or termination of this Agreement, the Reseller shall immediately cease holding itself out as a reseller of Subble, shall discontinue all use of Subble's name, trademarks, logos, marketing materials and demonstration environments, and shall promptly return to Subble (or, at Subble's direction, destroy) all confidential information of Subble in its possession or control. Any terms of this Agreement which by their nature are intended to survive termination (including but not limited to clause 5 in respect of accrued fees, and clauses 10, 11 and 13) shall survive the expiration or termination of this Agreement.
13.1 Each party's total liability to the other under this Agreement, however arising, is capped at the Wholesale Fees paid or payable by the Reseller in the 12 months before the event giving rise to the claim.
13.2 Neither party is liable to the other for indirect or consequential loss, or for loss of profit, revenue, goodwill or data.
13.3 Nothing in this Agreement excludes liability that cannot be excluded by law, including liability for fraud, for death or personal injury caused by negligence, or under any statutory guarantee that cannot be excluded under the Australian Consumer Law.
14.1 Notices must be in writing and sent to the contacts stated in the Reseller Order Form. Email is sufficient.
14.2 Neither party may assign this Agreement without the other party's prior written consent, which must not be unreasonably withheld. Reselling to End Customers in the ordinary course of the Reseller's business does not require consent.
14.3 This Agreement and the Reseller Order Form are the entire agreement between the parties about their subject matter. If they are inconsistent, the Reseller Order Form prevails.
14.4 This Agreement is governed by the laws of Victoria, Australia, and the parties submit to the jurisdiction of the courts of Victoria and the Commonwealth of Australia.
14.5 Any variation or waiver must be in writing and signed by both parties.
14.6 This Agreement may be executed in counterparts and by electronic signature.
