Last updated: September 23, 2026
This Services Partner Agreement (this "Agreement") is made 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"), and takes effect on the Effective Date specified in that Partner Order Form.
Subble provides a SaaS management platform and related services. The Partner provides services to its customers, such as consulting, systems implementation, managed services and software asset management, and wishes to use the platform in delivering those services. This Agreement sets out the terms on which Subble appoints the Partner to do so.
1.1 T&Cs: The Subble Terms and Conditions at https://www.subble.com/terms-and-conditions/.
1.2 End Customer: A customer of the Partner to 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 in respect of one Engagement, which 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 in accordance with clause 6.2 and set out in the Engagement Order Form.
1.7 Environment: The environment on the platform that Subble provisions 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 Licence Pool 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 Licence Pool: The number of Engagement Licences, counted across all of the Partner's current Engagements, that the Retainer covers, 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, and Subble may sell subscriptions directly to any organisation, subject to clause 8, and may appoint other partners.
2.2 This Agreement does not create a partnership, joint venture, agency or employment relationship between the parties, and the Partner has no authority to bind Subble or to make any commitment 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 resell to that End Customer under the Subble Reseller Agreement at https://www.subble.com/reseller-agreement/ and the order forms under that agreement.
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, or is a competitor of Subble, or where supplying the End Customer would breach applicable law.
3.2 The Partner orders an Engagement by entering into an Engagement Order Form with Subble. Each Engagement relates to one End Customer, and nothing in this Agreement limits the number of Engagements that the Partner may have at any one time.
3.3 Subble will provision an Environment for each Engagement promptly after the Engagement Order Form is entered into.
3.4 An Engagement commences 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 expires by entering into a new Engagement Order Form, or by written notice that Subble accepts in writing, and any extension is priced under the Rate Card in force when the extension 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 remainder 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 transfer Engagement Licences from one Engagement to another. On expiry or termination of an Engagement, its Engagement Licences cease to count towards the Licence Pool. The provision of 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 a number of Engagement Licences at least equal to that count. Subble may, on 14 days' written notice, require the Partner to substantiate a declared count, and the Partner must provide reasonable supporting evidence. If the actual count exceeds the declared count, the Partner must add Engagement Licences under clause 3.5 equal to 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 the T&Cs, 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 in the applicable Engagement Order Form, 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 personnel, and personnel of the End Customer, as users of the Environment for that End Customer's Engagement, and 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 in the applicable Engagement Order Form. This Agreement does not grant the Partner any licence to use the platform for its internal operations. If the Partner wishes to use the platform for its business, the Partner must subscribe as a customer under the T&Cs.
4.4 Subble may provide the Partner 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.
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 has that authority for the whole of each Engagement.
5.2 Data ingested into an Environment belongs to the End Customer, and Subble handles that data 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 ceases on expiry or termination of its Engagement, and Subble will make the data in the Environment available to the Partner on request for 30 days after that expiry or termination. After that 30 day period, Subble may delete the Environment and its data, unless the End Customer has, before the expiry of that period, entered into a subscription with Subble, directly or through a reseller, that continues the same Environment.
5.5 The Partner may use reports, exports and other outputs of the platform in its deliverables to the End Customer, and must identify Subble as the platform from which they are derived.
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, and covers the Engagement Licences within the Licence Pool. The Retainer is not credited against Engagement Fees and is not refundable.
6.2 The Partner must pay the Engagement Fees for each Engagement. The Engagement Fees are calculated by applying the Rate Card price for the term of the Engagement to each Engagement Licence that is not within the Licence Pool, and no Engagement Fees are payable for an Engagement Licence within the Licence Pool. The Licence Pool is shared across the Partner's current Engagements, and Engagement Licences that the Partner orders or adds fall within the Licence Pool only to the extent that the Licence Pool is not already utilised by the Partner's other current Engagements. Engagement Fees for the whole term are invoiced when the Engagement Order Form is entered into, and 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. The variation takes effect 30 days after the notice is given and applies to Engagement Order Forms and extensions entered into after that date. The Engagement Fees for an Engagement already entered into remain unchanged.
6.4 Subble may change the Retainer or the Licence Pool 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, the Partner may give notice under clause 12.1 that it will not 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 receiving payment from any End Customer.
6.7 The Partner sets its prices to End Customers for its services, and Subble makes no representation as to the price the Partner charges or any margins the Partner earns.
7.1 The Partner must:
8.1 During an Engagement and for six months after its expiry or termination, Subble must not, without the Partner's written consent, directly solicit the End Customer to subscribe to the platform. This restriction does not prevent Subble from responding to an approach from the End Customer, or from dealing with an End Customer that was an existing customer or an active sales opportunity of Subble before the Partner registered it under clause 3.1.
8.2 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 entice an existing customer of Subble to discontinue its subscription.
9.1 During the term, each party may use the other party's name and logo to describe the partner 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.
9.2 Subble may use an End Customer's name and logo to identify that End Customer as a user of the platform. The Partner may withdraw this permission for a particular End Customer by written notice.
10.1 No referral fee or commission is payable under this Agreement unless otherwise agreed in writing.
10.2 Subscriptions that the Partner resells are governed by the Subble Reseller Agreement and the order forms under that agreement, and not by this Agreement.
11.1 Each party must keep the other party's confidential information confidential, must use it only for the purposes of this 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 this 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.
11.2 The terms of the Partner Order Form and each Engagement Order Form, including the Retainer and the Rate Card, are confidential information of Subble, and the Partner must not disclose them to any End Customer.
11.3 The obligations in this clause 11 continue for five years after the expiry or termination of this Agreement.
12.1 This Agreement commences on the Effective Date and continues for the Initial Term stated in the Partner Order Form, unless earlier terminated in accordance with this Agreement. After the Initial Term, this Agreement automatically renews for successive terms equal in length to the Initial Term, unless either party gives written notice that it will not renew at least 30 days before the end of the then current term.
12.2 Either party may terminate this 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 this Agreement immediately by written notice if the Partner fails to pay any overdue fees within 15 days after receiving a written reminder.
12.3 If this Agreement expires or is terminated by the Partner, each Engagement then in force continues until the end of its term on the terms of this Agreement, and the Partner may not enter into any further Engagement Order Form. If Subble terminates this Agreement for the Partner's breach, Subble may also terminate each Engagement by written notice, in which case clause 5.4 applies. The Partner remains liable for the Retainer and all Engagement Fees accrued up to the date of termination.
12.4 On expiry or termination of this Agreement, the Partner must immediately cease to represent itself as a partner 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 Partner is not required to delete copies retained in automated backups or copies that it is required by law to retain, but clause 11 continues to apply to those copies. Expiry or termination of this Agreement does not affect any provision that by its nature is intended to survive, including clause 5.4, clause 6 in respect of accrued fees, and clauses 8, 11 and 13.
13.1 Each party's total liability to the other arising out of or in connection with this Agreement, whether in contract, tort (including negligence), under statute or otherwise, is limited to the fees paid by the Partner under this Agreement in the 12 months preceding the event giving rise to the claim.
13.2 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.
13.3 Nothing in this 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.
14.1 Any notice under this Agreement must be in writing and sent, by email or otherwise, to the contact details stated in the Partner Order Form.
14.2 The Partner may not assign or transfer any of its rights or obligations under this 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 this 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 Partner's consent, provided that the assignment does not relieve Subble of its obligations to the Partner if the assignee does not perform.
14.3 This 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.
14.4 No variation of, or waiver under, this Agreement is effective unless it is in writing and signed by both parties, except where this Agreement expressly permits a party to make a change by notice.
14.5 This Agreement may be executed in counterparts and by electronic signature.
