Last updated: September 9, 2026
This Managed Services Partner Agreement (this "Agreement") is effective as of the Effective Date specified in an applicable Partner 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 Partner in the applicable Partner Order Form (the "Partner").
Subble provides a SaaS management platform and related services. The Partner delivers software asset management, licence optimisation and technology cost management services to its own customers, and wishes to use the platform to deliver those services. This Agreement sets the terms on which the Partner may do so.
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 Partner for which the Partner delivers services using the platform under an Engagement Order Form.
1.3 Engagement: The Partner's use of the platform to deliver services to one End Customer, for the term and with the number of Engagement Licences set out in an Engagement Order Form.
1.4 Engagement Order Form: An order form entered into between Subble and the Partner for one Engagement. It names the End Customer and states the term of the Engagement, the number of Engagement Licences and the Engagement Fees.
1.5 Engagement Licence: A licence covering one Information Worker of the End Customer for the term of an Engagement.
1.6 Engagement Fees: The fees for an Engagement, calculated under clause 6.2 and set out in the Engagement Order Form.
1.7 Environment: The environment on the platform that Subble sets up for an Engagement.
1.8 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 Engagement Licences are counted.
1.9 Partner Order Form: The order form entered into between Subble and the Partner that incorporates this Agreement and sets out the Retainer, the Discount, the Discount Allowance and the Rate Card.
1.10 Rate Card: The schedule of Engagement Licence prices attached to the Partner Order Form, as varied by Subble under clause 6.3.
1.11 Retainer: The annual fee payable by the Partner under the Partner Order Form.
1.12 Discount: The percentage discount off the Rate Card stated in the Partner Order Form.
1.13 Discount Allowance: The number of Engagement Licences in each Engagement to which the Discount applies, as stated in the Partner Order Form.
2.1 Subble appoints the Partner to use the platform to deliver services to End Customers on the terms of this Agreement. The appointment is not exclusive. Subble may sell directly, subject to clause 9, and may appoint other partners. The Partner may operate in any territory unless the Partner 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 Partner has no authority to bind Subble or to make commitments on Subble's behalf.
2.3 This Agreement does not authorise the Partner to resell subscriptions to the platform. If an End Customer wishes to subscribe to the platform through the Partner, the Partner may do so under the Subble Reseller Agreement located at https://www.subble.com/reseller-agreement/ and a Reseller Order Form.
3.1 Before entering into an Engagement Order Form, the Partner must register the End Customer with Subble, by email or other written notice, stating the End Customer's name and, where known, its primary contact. Subble will confirm or decline the registration in writing within five business days. Subble may decline a registration where the End Customer is an existing customer of Subble, is the subject of an active registration or sales opportunity of Subble or another partner, is a competitor of Subble, or where supplying it would breach applicable law.
3.2 The Partner orders an Engagement by entering into an Engagement Order Form with Subble. Each Engagement is for one End Customer. Nothing in this Agreement limits the number of Engagements the Partner may have at one time.
3.3 Subble will set up an Environment for each Engagement promptly after the Engagement Order Form is entered into.
3.4 An Engagement starts on the Effective Date of its Engagement Order Form and expires at the end of the term stated in that Engagement Order Form. An Engagement does not renew. The Partner may extend an Engagement before its term ends by entering into a new Engagement Order Form, or by written notice that Subble accepts in writing. An extension is priced under the Rate Card in force when it is agreed.
3.5 The Partner may add Engagement Licences to an Engagement by written notice. Added Engagement Licences are priced under clause 6.2 at the Rate Card prices that applied when the Engagement Order Form was entered into, pro rata for the rest of the term. The number of Engagement Licences may not be reduced during an Engagement, and Engagement Fees are not refundable.
3.6 An Engagement is for the End Customer named in its Engagement Order Form. The Partner may not substitute another End Customer for that End Customer, and may not move Engagement Licences or the Discount Allowance from one Engagement to another. Delivering services to another End Customer requires a new Engagement Order Form.
3.7 The Partner must declare the End Customer's Information Worker count in the Engagement Order Form and must order at least that many Engagement Licences. Subble may ask the Partner to substantiate a declared count on 14 days' written notice, and the Partner must provide reasonable supporting evidence. If the count is higher than declared, the Partner must add Engagement Licences under clause 3.5 to cover the difference.
4.1 The Partner's access to and use of the platform, including each Environment, is governed by the T&Cs, which apply to the Partner as if it were the Customer under them, subject to this Agreement. Each Engagement Order Form is an Order Form for the purposes of the T&Cs. The Partner may use each Environment to deliver services to the End Customer named for it, despite any restriction in the T&Cs to the Customer's internal business operations. If this Agreement and the T&Cs are inconsistent, this Agreement prevails.
4.2 The Partner may authorise its own personnel, and personnel of the End Customer, as users of the Environment for that End Customer's Engagement. The Partner is responsible for their use of the Environment.
4.3 The Partner must use each Environment only to deliver services to the End Customer named for it. This Agreement does not grant the Partner a licence to use the platform for its own operations. If the Partner wishes to use Subble for its own business, the parties will enter into a standard customer order form for that use.
4.4 Subble may provide the Partner 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 Before connecting an End Customer's systems to an Environment, the Partner must obtain the End Customer's authority to connect those systems and to have data from them ingested into the platform and processed by Subble in accordance with this Agreement, the T&Cs and the Subble Privacy Policy. The Partner warrants that it holds that authority for the whole of each Engagement, and must provide evidence of it to Subble on request.
5.2 Data ingested into an Environment belongs to the End Customer. Subble handles it as Customer Data under the T&Cs, on the Partner's instructions.
5.3 Each party must comply with applicable privacy and data protection laws in handling personal information in connection with this Agreement. The Partner is responsible for any notice to, or consent from, the End Customer's personnel that those laws require.
5.4 Access to an Environment ends when its Engagement ends. For 30 days after that, Subble will make the data in the Environment available to the Partner on request. After those 30 days Subble may delete the Environment and its data, unless before then the End Customer has entered into a subscription with Subble, directly or under a Reseller Order Form, that continues the same Environment.
5.5 The Partner may use reports, exports and other outputs of the platform in its own deliverables to the End Customer, and must identify Subble as the platform they come from.
6.1 The Partner must pay the Retainer for each year of the term of the Partner Order Form. The Retainer is invoiced annually in advance, on the Effective Date and on each anniversary of it. The Retainer entitles the Partner to the Discount on each Engagement, up to the Discount Allowance. It includes no Engagement Licences, is not credited against Engagement Fees, and is not refundable.
6.2 For each Engagement the Partner must pay the Engagement Fees. The Engagement Fees are calculated by applying the Rate Card price for the term of the Engagement to each Engagement Licence, less the Discount on each Engagement Licence within the Discount Allowance. Engagement Fees for the whole term are invoiced when the Engagement Order Form is entered into. Engagement Licences added under clause 3.5 are invoiced when they are added.
6.3 Subble may vary the Rate Card at any time by written notice to the Partner. A variation takes effect 30 days after the notice is given and applies to Engagement Order Forms and extensions entered into after that date. It does not change the Engagement Fees for an Engagement already entered into.
6.4 Subble may change the Retainer, the Discount or the Discount Allowance for a renewal term of the Partner Order Form by written notice given at least 30 days before the end of the then current term. If the Partner does not accept the change, it may give notice under clause 13.1 that it does not wish to renew.
6.5 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.
6.6 The Partner's obligation to pay is not conditional on the Partner collecting payment from any End Customer.
6.7 The Partner sets its own prices to End Customers for its services. Subble makes no representation about the price the Partner charges or the margin it earns.
7.1 The Partner must:
8.1 Subble will ensure the platform is available at least 99.5% of the time, excluding scheduled maintenance.
8.2 Subble will provide technical support to the Partner via email during business hours (9am to 5pm AEST on business days, excluding Australian public holidays). At the Partner's request, Subble will provide the same support directly to an End Customer during its Engagement.
8.3 Subble will give the Partner at least 30 days' written notice of any change to the T&Cs that materially affects the Partner's use of the platform.
9.1 During an Engagement, and for six months after it ends, Subble will not directly solicit the End Customer to subscribe to the platform without the Partner's written consent. This does not prevent Subble from responding to an approach the End Customer makes to Subble, or from dealing with an End Customer that was a customer of Subble, or an active sales opportunity of Subble, before the Partner registered it under clause 3.1.
9.2 The Partner must not enter into an Engagement for an End Customer that Subble has declined to register under clause 3.1, and must not use an Engagement to move an existing customer of Subble off its subscription.
10.1 During the term, each party may use the other's name and logo to describe the partner relationship, following any brand guidelines the other party provides. A party may withdraw this permission for a particular use by written notice, acting reasonably.
10.2 Subble may use an End Customer's name and logo to identify it as a user of the platform. The Partner may withdraw this permission for a particular End Customer by written notice.
11.1 No referral fee or commission is payable under this Agreement. If the Partner also holds a Partnership Services Agreement or another referral arrangement with Subble, any fee for an End Customer that later subscribes to the platform directly is governed by that arrangement alone.
11.2 Subscriptions the Partner resells are governed by the Subble Reseller Agreement and the applicable Reseller Order Form, not by this Agreement.
12.1 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).
12.2 The terms of this Agreement, the Partner Order Form and each Engagement Order Form, including the Retainer, the Discount and the Rate Card, are confidential. The Partner must not disclose them to End Customers.
12.3 The obligations in this clause survive for five years after this Agreement ends.
13.1 This Agreement starts on the Effective Date and runs for the Initial Term stated in the Partner 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.
13.2 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 Partner fails to pay overdue fees within 15 days of a written reminder.
13.3 If this Agreement expires, or the Partner terminates it, each Engagement already entered into continues to the end of its term on the terms of this Agreement, and the Partner may not enter into new Engagement Order Forms. If Subble terminates this Agreement for the Partner's breach, Subble may also end each Engagement by written notice, and clause 5.4 then applies. The Partner remains liable for the Retainer and Engagement Fees accrued up to the date of termination.
13.4 Upon any expiration or termination of this Agreement, the Partner shall immediately cease holding itself out as a partner of Subble, shall discontinue all use of Subble's name, trademarks, logos, marketing materials and demonstration environments, and shall promptly delete all confidential information of Subble in its possession or control and, on request, confirm the deletion in writing. The Partner is not required to delete copies in automated backups, or copies it must keep by law, but clause 12 continues to apply to them. Any terms of this Agreement which by their nature are intended to survive termination (including but not limited to clause 5.4, clause 6 in respect of accrued fees, and clauses 9, 12 and 14) shall survive the expiration or termination of this Agreement.
14.1 Each party's total liability to the other under this Agreement, however arising, is capped at the fees paid by the Partner under this Agreement in the 12 months before the event giving rise to the claim.
14.2 Neither party is liable to the other for indirect or consequential loss, or for loss of profit, revenue, goodwill or data.
14.3 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.
15.1 Notices must be sent in writing, by email or otherwise, to the contacts stated in the Partner Order Form.
15.2 Neither party may assign this Agreement without the other party's prior written consent, which must not be unreasonably withheld.
15.3 This Agreement, the Partner Order Form and each Engagement Order Form are the entire agreement between the parties about their subject matter. If they are inconsistent, an Engagement Order Form prevails for its Engagement, then the Partner Order Form, then this Agreement, then the T&Cs.
15.4 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.
15.5 Any variation or waiver must be in writing and signed by both parties, except where this Agreement allows a party to make a change by notice.
15.6 This Agreement may be executed in counterparts and by electronic signature.
