onTerms Channel, Reseller and Distribution Module v1.0 (Standard Terms, England & Wales)

onterms:channel:1.0.0:EW · Status: v0.9 DRAFT. Not legal advice.

For the indirect Vendor to Reseller to End-Customer channel layer: value-added reseller (VAR), SaaS/software reseller, and goods distribution, with a goods-vs-software branch set by Election. The Reseller is an independent principal that buys and resells in its own name. Immutable adopt-verbatim body; the negotiable surface is the typed Elections; composes with CORE, onDPA (onterms:dpa:1.0.0:EW) and the dispute module (onterms:dispute:1.0.0:EW). Capitalised terms from the Dictionary, except as defined here. Note: the SaaS module (onterms:saas:1.0.0:EW) is direct-only and prohibits resale, so resale of software rides on this module, not on a SaaS Order.

0. B2B-only

Each party acts in the course of business, gated by a registry-verified RegistryAttestation at enrolment (spec/verifier.md §V2), not a cosmetic checkbox. This module is never used to appoint or supply a consumer, and the End-Customer relationship it contemplates is the Reseller's own B2B or onward arrangement, governed by the Reseller's own terms, not by this module.

1. Appointment & role (independent principal, not agent)

1.1 The Vendor appoints the Reseller to market, resell and (for the goods branch) distribute the Products on the elected appointment scope within the elected Territory. The Channel Type Election selects whether the Products are software (the SaaS/software resale flow-down) or goods (which additionally engages the stock, delivery and product-liability branch in §11). 1.2 Independent principal. The Reseller buys the Products from the Vendor and resells them in its own name, on its own account and at its own risk, and is not the Vendor's agent, employee, partner or joint venturer. The Reseller has no authority to bind the Vendor, to make any representation, warranty or commitment on the Vendor's behalf, or to incur any liability for the Vendor, and will not hold itself out as able to do so. 1.3 Not a commercial agent. Because the Reseller buys and resells as principal rather than negotiating or concluding sales for and on behalf of the Vendor, the Reseller is not a commercial agent and the Commercial Agents (Council Directive) Regulations 1993 do not apply to this appointment; no compensation or indemnity arises under those Regulations on termination. An arrangement under which the Reseller would instead solicit or conclude End-Customer sales as the Vendor's agent is non-standard and drops out to a human.

• channel.appointment.scope · enum {non_exclusive, sole, exclusive} · non_exclusive
• channel.appointment.channelType · enum {software, goods} · software

2. Ordering & resale

2.1 The Reseller submits orders for Products to the Vendor; each accepted order is a sale from the Vendor to the Reseller on these terms, and the Reseller takes title and (goods branch) risk per §11. The Reseller is responsible for its own onward sale to each End-Customer, including its own contracting, invoicing, credit risk and collection. 2.2 The Reseller resells the Products only in their unmodified form together with the Vendor's accompanying terms, notices and Documentation, does not alter, rebrand (save as licensed in §6), reverse engineer or remove proprietary markings, and passes through to each End-Customer the use restrictions and end-user terms the Vendor requires. 2.3 The Reseller is free to set its own resale prices subject only to §3; the Vendor does not direct the Reseller's onward customers except through the VABEO-bounded Territory restriction in §4.

3. Pricing & margin (RPM hard-disabled; recommended/maximum only)

3.1 The Reseller purchases at the Vendor's then-current list price less the elected margin/discount band; this Election sets the Reseller's purchase economics, not the price at which the Reseller must resell. 3.2 Resale price maintenance is hard-disabled. The Vendor will not fix the Reseller's resale price and will not impose any minimum resale price, directly or indirectly (including via margins, discounts, rebates, threats, delivery delays or termination tied to a resale-price level). The Vendor may communicate recommended (RRP) or maximum resale prices only, provided they do not operate as a fixed or minimum price; the Reseller remains free to sell below them. A fixed or minimum resale price is a hardcore restriction under the Vertical Agreements Block Exemption Order 2022 (VABEO) and the Competition Act 1998, has no Election surface, and any attempt to introduce one is void and drops out to a human. 3.3 Margin is a bounded band; economics outside the band, or any binding-resale-price arrangement, are non-standard.

• channel.pricing.marginPct · int 0–60 · 20 (RPM disabled: recommended/maximum resale prices only; no fixed or minimum resale price)

4. Territory & exclusivity (VABEO-bounded, passive sales preserved)

4.1 The appointment applies in the elected Region. Where the scope is sole the Vendor will not appoint another reseller in the Territory (but may itself sell direct); where exclusive the Vendor will neither appoint another reseller nor, within the safe harbour, actively sell direct into the exclusively allocated Territory or customer group. 4.2 VABEO safe harbour. Any territory or customer restriction operates only within the VABEO 2022 market-share safe harbour (each party's share at or below 30% on the relevant market) and only as the elected Territory restriction. The sole restriction available is active_sales_only: the Vendor may restrict the Reseller's active sales into a territory or customer group it has exclusively allocated to another distributor or reserved to itself. 4.3 Passive sales preserved. The Reseller's passive sales (responding to unsolicited orders, including orders won through a generally accessible website or online marketplace, and general advertising not targeted at a restricted territory or group) are always permitted; a ban on passive sales is a hardcore restriction under VABEO and has no Election surface. Sales into and within the UK and, for a UK/EU Region, the EU internal market are not restricted beyond active-sales-only. 4.4 Any restriction stricter than active-sales-only, any allocation outside the 30% safe harbour, and any restriction on the Reseller's online sales, choice of online platform or use of price-comparison services are non-standard and drop out to a human.

• channel.territory.restriction · enum {none, active_sales_only} · none (passive sales always preserved; no passive-sales ban)
• channel.territory.region · enum {uk, uk_eu, worldwide} · uk

5. Minimum purchase commitment & deal registration

5.1 Where the Order states a minimum purchase commitment, the Reseller commits to purchase Products to at least that value over the relevant period; shortfall is addressed per the Order, and persistent shortfall lets the Vendor convert an exclusive or sole scope to non-exclusive on notice. A commitment of "0.00" (default) means no minimum. 5.2 Deal registration. Where the Reseller registers an identified End-Customer opportunity, the Vendor protects the registered Reseller for the elected deal-registration window against conflicting channel allocation of the same opportunity, subject to the Vendor's reasonable verification and conflict rules; a window of 0 days disables deal registration. Deal registration does not transfer the opportunity, fix resale price, or restrict passive sales.

• channel.commitment.minimumPurchase · money-string ≥ "0.00" · "0.00"
• channel.commitment.dealRegistrationWindowDays · int 0–90 · 30

6. Trademark licence to resell

6.1 The Vendor grants the Reseller a non-exclusive, non-transferable, non-sublicensable, royalty-free licence to use the Vendor's trade marks, logos and Product names solely to market and resell the Products during the term, in accordance with the Vendor's brand guidelines. 6.2 All goodwill accrues to the Vendor; the Reseller acquires no rights in the marks beyond this licence, will not register or use confusingly similar marks or domains, and ceases all use on termination. The licence does not extend to modifying the Products, co-branding beyond the guidelines, or any use outside resale of genuine Vendor Products.

7. Support, SLA and flow-down

7.1 The Vendor provides the Reseller the support and (software branch) service levels stated in the Order; the Reseller provides first-line support to End-Customers and escalates to the Vendor per the Order. 7.2 The Reseller passes through to each End-Customer the Vendor's applicable end-user terms, warranties, service levels, Documentation, acceptable-use rules and (software branch) licence scope, on a back-to-back basis, and grants the End-Customer no rights greater than the Vendor grants the Reseller. The Reseller is responsible for any commitment it makes to an End-Customer beyond what the Vendor flows down.

8. End-Customer data ownership

8.1 As between Vendor and Reseller, the End-Customer data owner is set by Election (default reseller): the elected owner owns, as between the two of them, the End-Customer account, contact and transaction data the Reseller generates in reselling, and the other party uses it only as needed to perform and support the channel. This allocation is contractual ownership of the commercial relationship data and does not override either party's own obligations to the End-Customer or any third party's rights. 8.2 Any Processing of Personal Data is governed by onDPA (incorporated by reference); the Election in §8.1 does not vary the parties' Controller/Processor roles, which follow onDPA.

• channel.data.endCustomerDataOwner · enum {reseller, vendor} · reseller

9. Payment

Undisputed Vendor invoices to the Reseller are payable within the elected payment days; overdue B2B debt carries interest under the Late Payment of Commercial Debts (Interest) Act 1998. The Reseller's onward payment terms to its End-Customers are the Reseller's own and do not bind the Vendor.

• channel.payment.paymentDays · int 14–60 · 30

10. Product & IP flow-down

10.1 The Vendor retains all IP Rights in the Products, Documentation and marks; the Reseller acquires only the resale and trade-mark rights expressly granted and reserves nothing else. 10.2 The Vendor's IP indemnity for the Products flows down so the Reseller (and, on a back-to-back basis, the End-Customer) is covered against third-party IP claims arising from genuine, unmodified Products used as licensed, subject to the standard exclusions (modification, combination, use outside scope), with liability allocated under CORE §9. 10.3 Open-source and third-party components are used under their own licences as disclosed in the Documentation.

11. Goods branch: stock, delivery & product liability

Applies only where channel.appointment.channelType is goods. 11.1 Title and risk in goods pass to the Reseller per the Order's delivery terms (default: risk on delivery to the Reseller's nominated address; title on the later of delivery and payment in full, with the Vendor retaining title until paid). 11.2 Delivery quantities, lead times and acceptance on shortage/damage are per the Order; the Reseller inspects on receipt and notifies defects within the Order's window. 11.3 Product liability flow-down. The Vendor's product warranties and recall/withdrawal cooperation flow down to the Reseller and, back-to-back, to the End-Customer; liability for death or personal injury caused by a defective Product, and liability that cannot be excluded under the Consumer Protection Act 1987 or other Mandatory Law, is never excluded or limited and is allocated under CORE §9. The Reseller stores, handles and transports the goods per the Vendor's reasonable instructions and applicable law. For the software branch this §11 does not apply.

12. Term, termination & liability (CORE)

12.1 Term/termination per CORE; either party may terminate for uncured material breach or insolvency; on termination the resale and trade-mark licences end, the Reseller ceases holding out the appointment, sell-off of existing stock/registered-deal pipeline is per the Order, and accrued sums are paid. No Commercial Agents Regulations 1993 compensation or indemnity arises (see §1.3). 12.2 Liability, CORE architecture, fee-scaled. General cap = the greater of (a) the elected multiple × the charges paid and payable under the Order and (b) the monetary floor. The monetary floor is one-directional: it raises the cap only on claims brought by the small party; it is never that party's own exposure ceiling, whose exposure tracks the multiple × charges. 3× super-cap for data/security; fixed uncapped carve-outs (death/PI, fraud, IP indemnity, confidentiality, payment); consequential loss excluded both ways. 12.3 Disputes per the dispute module; governing law England & Wales (CORE allowlist default).

• channel.liability.capMultiple · enum {1, 1.5, 2, 3} · 1

Elections (consolidated)

Hard-coded E&W overlays (not Elections)

Resale price maintenance (fixed or minimum resale prices) is hard-disabled; bans on passive sales are not permitted; territory/customer restrictions operate only within the VABEO 2022 market-share safe harbour (recommended/maximum prices and active-sales-only restrictions are the most that can be expressed; anything stricter or outside the safe harbour is non-standard and drops out to a human). The Reseller is an independent principal with no authority to bind the Vendor and is not a commercial agent; the Commercial Agents (Council Directive) Regulations 1993 do not apply and no compensation/indemnity arises on termination. CRTPA 1999 excluded save for the flow-down/indemnity rights expressly intended to benefit the End-Customer; death/PI and Consumer Protection Act 1987 product liability never excluded; fraud never excluded; UCTA-reasonable mirrored caps with a one-directional floor (raises the small party's claim cap, never its exposure ceiling); uncapped carve-outs (IP indemnity, confidentiality, payment); Late Payment Act applies; governing law E&W default; composes with CORE/onDPA/dispute.