Last updated: September 28, 2026
These Reseller Terms (these "Terms") apply 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 Agreement (the "Reseller"), and take effect on the Effective Date specified in that Reseller Agreement.
Subble provides a SaaS management platform and related services. The Reseller provides IT products and services to its customers and wishes to resell subscriptions to the platform to those customers. These Terms govern Subble's appointment of the Reseller to register prospects and resell those subscriptions.
1.1 T&Cs: The Subble Terms and Conditions at https://www.subble.com/terms-and-conditions/.
1.2 Prospect: An organisation to which the Reseller proposes to resell a subscription to the platform.
1.3 End Customer: A customer of the Reseller that subscribes to the platform through the Reseller under a Customer Order Form.
1.4 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 the Wholesale Fees are calculated.
1.5 Reseller Agreement: The Subble Reseller Agreement entered into between Subble and the Reseller that incorporates these Terms and sets out the Margin, the Registration Limit, the Registration Period and the Rate Card.
1.6 Customer Order Form: An order form entered into between Subble and the Reseller in respect of one End Customer, which names the End Customer and states the End Customer's Information Worker count, the subscription term, whether the End Customer is a Registered Customer or a Fulfilment Customer, and the Wholesale Fees.
1.7 Rate Card: The schedule of subscription prices per Information Worker per year attached to the Reseller Agreement, as varied by Subble under clause 8.3.
1.8 Margin: The percentage stated as the Margin in the Reseller Agreement and applied in accordance with clause 8.1. The Reseller Agreement states one rate for Registered Customers and another for Fulfilment Customers.
1.9 Registration: A registration of a Prospect that Subble has confirmed under clause 3.1 and that has not lapsed, terminated or been revoked.
1.10 Registration Limit: The maximum number of Registrations that the Reseller may have in force at any one time, as stated in the Reseller Agreement.
1.11 Registration Period: The period for which a Registration remains in force, as stated in the Reseller Agreement.
1.12 Registered Customer: An End Customer in respect of which the Reseller's Registration was in force when the End Customer's first Customer Order Form was entered into.
1.13 Fulfilment Customer: An End Customer that is not a Registered Customer, including an End Customer that Subble introduced to the Reseller and an End Customer that was a customer or an active sales opportunity of Subble before the Reseller sought to register it.
1.14 Wholesale Fees: The fees payable by the Reseller to Subble for an End Customer's subscription, calculated in accordance with clause 8.1 and set out in the Customer Order Form.
2.1 Subble appoints the Reseller to market and resell subscriptions to the platform to End Customers on the terms of the Reseller Agreement. The appointment is not exclusive, and Subble may sell subscriptions directly to any organisation, subject to clause 10, and may appoint other resellers and partners.
2.2 The Reseller Agreement does not create a partnership, joint venture, agency or employment relationship between the parties, and the Reseller has no authority to bind Subble or to make any commitment on Subble's behalf.
3.1 Unless Subble has introduced the Prospect under clause 4, the Reseller must register each Prospect with Subble before quoting the Prospect a price for the platform. The Reseller registers a Prospect by email or other written notice stating the Prospect's name, its approximate Information Worker count and, where known, its primary contact. Subble will confirm or decline the registration in writing within five business days.
3.2 Subble may decline a registration at its discretion and for any reason, including where the Prospect:
3.3 If Subble declines a registration, Subble must give the Reseller its reasons in writing. Subble may revoke a Registration by written notice if any of the matters listed in clause 3.2 applied at the time Subble confirmed the Registration. Revocation of a Registration does not affect any Customer Order Form already entered into.
3.4 While a Registration is in force, the Reseller has the exclusive right among Subble's partners to develop the Prospect, Subble will not confirm any other partner's registration of the Prospect, and clause 10 applies to Subble's dealings with the Prospect.
3.5 A Registration remains in force for the Registration Period. If, within the Registration Period, the Reseller secures a first meeting with the Prospect concerning the platform and notifies Subble in writing that the meeting has taken place, the Registration continues in force for as long as the Reseller actively pursues the sale. If the Reseller does not do so, the Registration lapses at the end of the Registration Period, unless Subble extends it by written notice on the basis that the Reseller has demonstrated meaningful activity with the Prospect.
3.6 A Registration terminates when the Prospect becomes an End Customer. The Reseller may terminate a Registration at any time by written notice to Subble. Subble may terminate a Registration by written notice if the Reseller has ceased to pursue the sale, provided that Subble has first requested in writing evidence of the Reseller's recent activity with the Prospect and the Reseller has not provided sufficient evidence within 10 business days after that request. Once a Registration has lapsed, terminated or been revoked, the Reseller or any other partner may register the Prospect again.
3.7 The number of Registrations that the Reseller has in force at any one time must not exceed the Registration Limit. A Registration that has continued in force under clause 3.5 does not count towards the Registration Limit.
3.8 If two partners claim the same Prospect, Subble will determine which partner's registration prevails, acting reasonably and having regard to the evidence of each partner's activity with the Prospect and the date of each registration.
4.1 Subble may introduce a Prospect to the Reseller, and may agree that an existing customer or an active sales opportunity of Subble will purchase through the Reseller, including where that organisation prefers to purchase from a supplier it already uses. Nothing in the Reseller Agreement requires Subble to make any such introduction or to agree to any such arrangement.
4.2 An End Customer that purchases through the Reseller under clause 4.1 is a Fulfilment Customer, whether or not the Reseller already had a relationship with it, unless the Reseller's Registration in respect of that End Customer was already in force. The Reseller must not seek to register a Prospect that Subble has introduced to it.
5.1 The Reseller orders a subscription for an End Customer by entering into a Customer Order Form with Subble. Each Customer Order Form relates to one End Customer, and a subscription may not be transferred from one End Customer to another. Subble may decline an order on reasonable grounds, including where the proposed End Customer is a competitor of Subble or where supplying it would breach applicable law.
5.2 Each Customer Order Form states whether the End Customer is a Registered Customer or a Fulfilment Customer, and the corresponding Margin applies to the End Customer's initial subscription term and to each renewal term while the Reseller Agreement remains in force.
5.3 The Reseller must not alter the T&Cs without Subble's prior written consent. Subble grants each End Customer a licence to use the platform under the T&Cs, and the Reseller has no licence to the platform in respect of any End Customer and may not grant one.
5.4 Subble will provision an environment on the platform for each End Customer promptly after the relevant Customer Order Form is entered into, working directly with the End Customer.
5.5 An End Customer's subscription commences on the start date, and continues for the subscription term, stated in the relevant Customer Order Form, and then renews automatically for successive terms of the same length unless the End Customer or the Reseller gives Subble written notice, at least 30 days before the end of the then current term, that the subscription will not renew.
5.6 If a subscription is not renewed, the End Customer's access to the platform ceases at the end of the subscription term, unless the End Customer has arranged, subject to clause 10, to subscribe directly with Subble or through another partner.
6.1 The Reseller Agreement does not grant the Reseller any licence to use the platform for its internal operations. If the Reseller wishes to use the platform for its business, the Reseller must subscribe as a customer under the T&Cs.
6.2 If an End Customer has authorised the Reseller's personnel as its users, those personnel may access the End Customer's environment on the End Customer's behalf, subject to the T&Cs that bind the End Customer.
6.3 Subble may provide the Reseller with a sandbox environment for use in sales demonstrations. A sandbox environment is not for production use, and Subble may revoke access to it at any time.
7.1 Data ingested into an End Customer's environment belongs to that End Customer, as provided in the T&Cs.
7.2 The Reseller's access to an End Customer's environment ceases when the Reseller's engagement with that End Customer ends. The Reseller must ensure that its personnel's access is removed within 30 days, and Subble may remove that access at the End Customer's request.
7.3 Each party must comply with applicable privacy and data protection laws in handling personal information in connection with the Reseller Agreement.
8.1 The Reseller must pay Subble the Wholesale Fees for each End Customer. For each subscription year, the Wholesale Fees are the Rate Card price for the End Customer's Information Worker count, less any discount stated in the Customer Order Form, then less the Margin that applies under clause 5.2. The Margin is calculated as a percentage of the price after any such discount.
8.2 Subble may approve a discount off the Rate Card for a particular End Customer, including a not for profit, education or government body. A discount applies only if it is stated in the Customer Order Form.
8.3 Subble may vary the Rate Card at any time by written notice to the Reseller. The variation takes effect 30 days after the notice is given and applies to Customer Order Forms entered into after that date and to renewal terms that commence after that date. The Rate Card prices for a subscription term that has already commenced remain unchanged.
8.4 Subble may change the Margin, the Registration Limit or the Registration Period by giving the Reseller at least 30 days' written notice. A change to the Margin applies only to End Customers whose first Customer Order Form is entered into after the change takes effect. If the Reseller does not accept a change, it may terminate the Reseller Agreement under clause 14.1.
8.5 The Reseller must declare each End Customer's Information Worker count in the Customer Order Form and must provide Subble with an updated count at least 30 days before each anniversary of the subscription start date. The Wholesale Fees for the following subscription year are calculated on the updated count. Subble may, on 14 days' written notice, require the Reseller to substantiate a declared count, and the Reseller must provide reasonable supporting evidence. If the count is higher than declared, the Reseller must pay the Wholesale Fees for the difference for that subscription year.
8.6 Subble will invoice the Reseller as set out in the Reseller Agreement. 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. Wholesale Fees are not refundable.
8.7 The Reseller's obligation to pay the Wholesale Fees is not conditional on the Reseller receiving payment from any End Customer.
8.8 The Reseller sets its prices to End Customers, and Subble makes no representation as to the price the Reseller charges or the amount the Reseller earns from reselling.
9.1 The Reseller must:
10.1 During the term of the Reseller Agreement, Subble must not, without the Reseller's written consent, directly solicit an End Customer, or a Prospect in respect of which the Reseller has a Registration in force, to purchase from Subble or through another partner. This restriction continues in respect of an End Customer for 12 months after the End Customer's subscription through the Reseller ends.
10.2 Nothing in the Reseller Agreement restricts a Prospect or an End Customer from purchasing subscriptions directly from Subble or through another partner. Clause 10.1 does not prevent Subble from responding to an approach from a Prospect or an End Customer. If a Prospect or an End Customer gives Subble written notice that it wishes to purchase directly from Subble or through another partner, Subble may supply that Prospect or End Customer on that basis and must notify the Reseller. For an End Customer, any such change takes effect at the end of the End Customer's current subscription term.
10.3 The Reseller must not solicit an existing customer of Subble to transfer its subscription to the Reseller. If an existing customer of Subble requests to purchase through the Reseller, clause 4 applies.
11.1 During the term, each party may use the other party's name and logo to describe the reseller relationship, subject to any brand guidelines that the other party provides. Either party may, acting reasonably, withdraw that permission for a particular use by written notice.
12.1 If the Reseller is also party to a Partnership Services Agreement or another referral arrangement with Subble, no referral fee or commission is payable under that arrangement for an End Customer or for any revenue under the Reseller Agreement, and any fee for a Prospect that purchases directly from Subble is governed by that arrangement alone.
12.2 Any use of the platform by the Reseller to deliver its services to a customer that has no subscription to the platform is governed by the Subble Services Partner Agreement at https://www.subble.com/services-partner-agreement/ and a Partner Order Form, and not by the Reseller Agreement.
13.1 Each party must keep the other party's confidential information confidential, must use it only for the purposes of the Reseller Agreement, and may disclose it only to those of its personnel and advisers who require it for those purposes. These obligations do not apply to information that is or becomes publicly available other than through a breach of the Reseller Agreement, that was lawfully in the receiving party's possession before disclosure, that the receiving party lawfully obtains from a third party, or that the receiving party develops independently. A party may disclose confidential information to the extent required by law, provided that it gives the other party prior notice of the disclosure where lawful to do so.
13.2 The terms of the Reseller Agreement and each Customer Order Form, including the Rate Card, the Margin and the Wholesale Fees, are confidential information of Subble, and the Reseller must not disclose them to any End Customer or to any other partner of Subble.
13.3 The obligations in this clause 13 continue for five years after the termination of the Reseller Agreement.
14.1 The Reseller Agreement commences on the Effective Date and continues until either party terminates it by giving the other party at least 30 days' written notice, or until it is terminated under clause 14.2.
14.2 Either party may terminate the Reseller Agreement for material breach by giving the other party 30 days' written notice of the breach, if the breach is not remedied within that period. Subble may terminate the Reseller Agreement immediately by written notice if the Reseller fails to pay any overdue Wholesale Fees within 15 days after receiving a written reminder.
14.3 On termination of the Reseller Agreement, all Registrations terminate. Termination of the Reseller Agreement does not terminate any End Customer's subscription, and each End Customer's access to the platform continues under the T&Cs. Subble will continue to supply each End Customer until the end of any subscription year for which the Reseller has paid the Wholesale Fees. After that year, Subble may invoice the End Customer directly or transition the End Customer to another reseller, and the Reseller must cooperate reasonably with any such transition. The Reseller remains liable for all Wholesale Fees accrued up to the date of termination.
14.4 On termination of the Reseller Agreement, the Reseller must immediately cease to represent itself as a reseller of Subble, must cease all use of Subble's name, trademarks, logos, marketing materials and sandbox environments, and must promptly delete all confidential information of Subble in its possession or control and, on request, confirm that deletion in writing. The Reseller is not required to delete copies retained in automated backups or copies that it is required by law to retain, but clause 13 continues to apply to those copies. Termination of the Reseller Agreement does not affect any provision that by its nature is intended to survive, including clause 8 in respect of accrued fees and clauses 7, 13 and 15.
15.1 Each party's total liability to the other arising out of or in connection with the Reseller Agreement, whether in contract, tort (including negligence), under statute or otherwise, is limited to the Wholesale Fees paid by the Reseller under the Reseller Agreement in the 12 months preceding the event giving rise to the claim.
15.2 Neither party is liable to the other for any indirect or consequential loss, or for any loss of profit, revenue, goodwill or data, however arising.
15.3 Nothing in the Reseller Agreement excludes, restricts or modifies any liability that cannot be excluded, restricted or modified by law, including liability for fraud, liability for death or personal injury caused by negligence, and liability under any guarantee that cannot be excluded under the Australian Consumer Law.
16.1 Any notice under the Reseller Agreement must be in writing and sent, by email or otherwise, to the contact details stated in the Reseller Agreement.
16.2 The Reseller may not assign or transfer any of its rights or obligations under the Reseller Agreement without the prior written consent of Subble, which must not be unreasonably withheld. Subble may assign, transfer or subcontract its rights or obligations under the Reseller Agreement, in whole or in part, to any affiliate or in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of its assets, without the Reseller's consent, provided that the assignment does not relieve Subble of its obligations to the Reseller if the assignee does not perform. Reselling to End Customers in the ordinary course of the Reseller's business does not constitute an assignment.
16.3 The Reseller Agreement is governed by the laws of Victoria, Australia, and each party submits to the jurisdiction of the courts of Victoria and the Commonwealth of Australia.
16.4 No variation of, or waiver under, the Reseller Agreement is effective unless it is in writing and signed by both parties, except where these Terms expressly permit a party to make a change by notice.
16.5 The Reseller Agreement may be executed in counterparts and by electronic signature.
