How can a SaaS company effectively structure its indirect sales?

For a SaaS company, using indirect sales (resellers, integrators) is a powerful lever to accelerate its sales and quickly expand its presence on the market. However, it is crucial to understand that this approach requires a significant adaptation of the contractual strategy. The common mistake would be to use the classic SaaS contract for direct sales as it is. Here are the key points that must be adapted to succeed in your indirect sales strategy.

Why adapt your SaaS contract for indirect sales?

An indirect model involves an external partner (reseller, integrator) marketing your SaaS solution on your behalf. This model significantly changes the traditional contractual relationship and imposes specific adjustments.

Indeed, a traditional SaaS contract does not take into account the complexity of the indirect model, especially in terms of responsibility, end customer management, and partner remuneration.

Who signs the contract with the end customer?

One of the first strategic decisions concerns contracting with end users.

• Distribution contract : If the reseller signs with the end customer, it is necessary to conclude an appropriate distribution contract. This contract must include a specific distribution license. Generally, this license includes the terms of use but explicitly excludes the financial part, managed entirely by the reseller or integrator.
• Business contributor : If the partner only connects the SaaS company with potential customers, the SaaS company maintains direct contractual control. In this case, the classic SaaS contract remains relevant. It is then sufficient to sign a business provider contract at the same time, clearly specifying that the provider has only a limited role in establishing relationships.

Support management by the reseller

The issue of technical support should be clarified from the start to avoid any misunderstandings:

• What level of support is expected from the reseller or integrator? Does it only provide first-level support (simple requests, basic resolution)?
• What SLA (Service Level Agreement) can the reseller offer to end users?
• Who intervenes in critical incidents and within what timeframes? It is essential to clearly establish the roles and responsibilities of each person in order to maintain an optimal quality of service for end customers.

Prices and commercial conditions for the reseller

The pricing conditions in indirect sales are never the same as those used in the direct model. It is crucial to provide a price list adapted to indirect sales:

• The SaaS company can recommend a suggested selling price but cannot impose a final resale price. The reseller or integrator keeps the freedom to adapt the price according to his commercial strategy.
• The indirect price list must take into account the margins necessary for the partner and any territorial or commercial differences.

Exclusivity and territories of the reseller: a clear strategy

The question of territorial or sectoral exclusivity must be addressed explicitly in the contract:

• Do you want to grant certain partners exclusivity in specific markets or defined territories? On what criteria can this exclusivity be granted?
• Clearly define the scope of this exclusivity in order to avoid subsequent commercial conflicts between different partners.

The essential elements of a well-structured indirect contract

To succeed in indirect sales, your contract must imperatively cover the following points:

• Specific clauses specifying the technical and commercial responsibilities of each party.
• Clear definition of technical support, SLA levels, and response processes
• Price list dedicated to indirect sales, with clearly defined commercial flexibility.
• Precise determination of territories and possible exclusivities.
• Intellectual property clauses specifying the rights of the reseller or integrator.
• General distribution conditions adapted to the indirect model.

A clearly defined indirect contract is essential to prevent conflicts and avoid potential misunderstandings between the SaaS company and its commercial partners. An adapted contractual framework not only facilitates daily management but also strengthens the relationship of trust with indirect partners.

Going through indirect sales is a considerable opportunity to accelerate the growth of a SaaS company. However, this strategy requires a rigorous adaptation of commercial and technical contracts in order to guarantee efficiency, clarity and legal certainty. As a lawyer specialized in the field of SaaS and distribution, I can assist you in defining and drafting indirect contracts that are perfectly adapted to your commercial and operational goals.

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