ContractLens Contract review Contract Plain-English Review · USD 39
Reseller agreement, Kestrel Software: what it actually says
14 pages, 31 clauses. One to fix before signing, three to ask about, and the rest is ordinary.
Most of this contract is standard and you do not need to pay anyone to look at it. Clause 9.3 is not standard, and it is the one that would cost you the business. This review separates those two things so that the hour you buy from a solicitor is spent on clause 9.3.
Clause 9.3 gives Kestrel ownership of any integration work you build, including work you paid for and work you built before this agreement if it touches their API. That is broader than it needs to be and almost certainly broader than they intend. The other 30 clauses are within the range of normal for a reseller agreement.
Summary
What this agreement is
| Field | What the contract says |
|---|---|
| Parties | Kestrel Software Ltd (supplier) and Bramblewick Ltd (reseller) |
| What you may do | Resell Kestrel licences in the UK and Ireland, non exclusive |
| Term | 24 months from signature, clause 3.1 |
| Renewal | Automatic for 12 months unless either side gives 90 days notice, clause 3.2 |
| Your margin | 22 percent of list, rising to 28 percent above 40 licences a year, schedule 2 |
| Payment to you | 45 days after Kestrel is paid by the end customer, clause 6.4 |
| Minimum commitment | None. There is no volume you must hit |
| Governing law | England and Wales, clause 14 |
Obligations
Who has to do what
| You must | Kestrel must | |
|---|---|---|
| Sell only in UK and Ireland | Yes, clause 2.1 | n/a |
| Use their branding as supplied | Yes, clause 7.2 | n/a |
| Provide first line support | Yes, clause 5.1 | Second line within 8 working hours |
| Pass customer data to them | Yes, clause 8.1 | Act as controller for it |
| Not resell competing products | Yes, clause 10.1 | n/a |
| Give 90 days notice to exit | Yes | Yes |
| Maintain the product | n/a | Yes, clause 4.3 |
| Honour your pipeline on exit | n/a | No such clause |
The last row is an absence, not a term. If the agreement ends, nothing in it says what happens to deals you have in progress or to renewal commission on customers you brought. That is question 2 in clause 5.
The problem
Clause 9.3, in their words and in plain English
All Intellectual Property Rights in any integration, connector, extension or derivative work which interoperates with the Supplier Platform, whether created before or during the Term and whether or not created at the Supplier's request, shall vest in the Supplier absolutely upon creation.
Clause 9.3, Intellectual Property
In plain English: anything you build that talks to Kestrel's product belongs to Kestrel the moment you build it. Not licensed to them. Owned by them. And the words whether created before or during the Term mean it reaches backwards to things you have already built.
| What you own today | Under clause 9.3 as drafted |
|---|---|
| Your Xero connector, built 2024, 9 customers | Becomes Kestrel's if it touches their API |
| Your onboarding tooling | Becomes Kestrel's if it interoperates |
| Future integrations you fund yourself | Kestrel's on creation |
| Your own product, unrelated to Kestrel | Unaffected |
Commercial
Dates and numbers to diarise
-
24 month term begins
Ends 2 October 2028 if signed this week.
-
Notice window opens and closes
By 4 July 2028. Miss it and you are in for another 12 months on the same terms.
-
Your payment terms
Not 45 days from your invoice. 45 days from when the customer pays Kestrel, which you cannot see.
-
Margin step
22 percent to 28 percent, measured per contract year, not cumulative.
-
Their support obligation to you
Working hours, not hours. A Friday issue can sit until Tuesday.
For counsel
The four questions worth an hour
Take these to a solicitor. Everything else in the agreement is ordinary and does not need their time.
- Clause 9.3: can this be narrowed to work created at Kestrel's request and expense, and can the words whether created before or during the Term be struck? This is the one that matters.
- What happens on termination to deals in progress and to renewal commission on customers I introduced? The agreement is silent, and silence is not neutral.
- Clause 10.1 stops me reselling competing products. How wide is competing, and does it survive termination? The clause does not say.
- Clause 8.1 has me passing customer data to Kestrel as controller. Does that arrangement match what I have told those customers?
- Do not sign before clause 9.3 is settled in writing. A side letter is fine, a verbal reassurance is not
- Diarise 4 July 2028 today, while you are thinking about it
- Model the first line support cost at 22 percent margin before committing
- Keep this review and the marked up contract together for your solicitor