Marketing automation software: commercial offer checks

This guide covers commercial checks for a marketing automation software offer as one part of a platform review. Assess the quoted edition, seller and contract: buying through a UK reseller or directly from a vendor can change the commercial terms. It does not assess particular platforms or assume a route applies across a product brand; use it alongside functional and technical evidence.

Buying-route checks in a platform review

Comparing UK reseller and direct routes in a platform review

A UK reseller buys licences or seats from a US vendor and sells them on to you under a UK company name. You get a UK invoice, a UK phone number and a counterparty you can serve papers on. In exchange, you accept a margin and a layer between you and the people who build the product.

A direct purchase skips that layer. You contract with the vendor, pay in dollars or sterling, and deal with their support organisation. Pricing is often cleaner and product updates arrive without a reseller's packaging, but the commercial relationship sits outside UK jurisdiction unless the contract says otherwise.

For a UK finance manager, the decision usually turns on four things: the VAT line, the support window, the exit terms and the identity of the counterparty. Everything else is product preference.

VAT treatment on a UK reseller invoice versus a direct US purchase

A UK reseller charges VAT on its invoice at the standard rate, currently 20%. The reseller is supplying a service in the UK, so the tax sits on the invoice you receive. If your business is VAT-registered and fully taxable, you reclaim it through your normal return and the net cost is the pre-VAT figure.

For a direct purchase from a US vendor, the place-of-supply rules for services generally treat the supply as made where the business customer belongs. HMRC's VAT Notice 741A explains the rules; depending on the service and buyer, the UK reverse charge may apply.

Where the reverse charge applies, you account for VAT yourself, entering it as output tax and reclaiming it as input tax where you have full recovery.

The cash effect is usually nil, but the entries are yours to make and easy to miss.

That difference matters more than it looks. A reseller invoice is a single line your purchase ledger recognises. A direct US invoice may arrive in dollars, with no VAT shown, and needs a manual adjustment. If your team does not run reverse charge entries routinely, the direct route adds a monthly process.

Partial exemption changes the sums. If you recover only part of your input VAT, a reseller invoice and a reverse charge entry can land differently in your calculations. Take advice before assuming the routes are equivalent.

Currency adds a second variable. A dollar invoice carries FX exposure between order and payment, and your accounts payable team carries the reconciliation. A UK reseller invoice in sterling removes that, at a price.

UK support hours, escalation paths and what an SLA remedy is worth

Support hours are where the routes diverge most sharply. A US vendor's first-line support typically runs on US business hours. For a buyer in Greater London or the South East, that can mean a window that opens in the afternoon and closes in the evening. A problem found at 9am may wait hours for a human.

A UK reseller usually advertises UK support hours, often 9am to 5.30pm on business days. That is a real operational difference if your campaigns run on tight schedules or your finance team needs a same-day answer before a board pack goes out.

Ask for the escalation matrix, not just the hours. Who is the second line? Is it the reseller's own engineers or a ticket queue at the vendor? A reseller that cannot escalate directly is a call centre with a markup.

An SLA remedy is the contractual consequence when the supplier misses the service level. Common remedies are service credits, a right to terminate for persistent failure, or a short extension of the term at no cost.

Read what the remedy is measured against. Uptime credits of a few percent of a monthly fee rarely cover the cost of a failed campaign.

Check the exclusions. Scheduled maintenance, third-party outages and customer-side configuration errors are usually carved out. If most of your incidents fall into an exclusion, the SLA is decoration.

For public sector buyers, Crown Commercial Service frameworks impose their own service and reporting terms that sit above whatever the reseller offers.

Companies House checks on a reseller before you sign

Before you sign, confirm the reseller exists as a UK company. The official register and filing guidance for checking reseller status is at Companies House - GOV.UK, and the search is free.

Start with the company number on the quote. Match it to the legal name on the contract. Trading names and registered names often differ, and you want the entity that will invoice you, not the brand on the website.

Then read the filing history. Look for late accounts, a change of accounting reference date, or a string of filings that suggests the company is being kept alive rather than growing. A reseller with overdue accounts is a credit risk on your licence.

Check the directors. Look at their other appointments and any previous companies that were dissolved or liquidated. A director with a pattern of short-lived companies is a question worth asking before payment terms are agreed.

Check the registered office. A mass-serviced address is not disqualifying, but it tells you the company has no substantial premises. For a reseller claiming deep technical support, that is worth testing.

Use vendor due diligence as the wider frame. Identity is the first step, not the whole exercise.

Treat a reseller's marketing claims as claims. For any named feature, request evidence in the edition and tenant being quoted, and distinguish the vendor's documentation from the reseller's interpretation. That keeps claims about the platform testable before signing.

A short pre-signature checklist

Licence ownership, renewal and what happens if the reseller disappears

Licence ownership is the question that decides how much risk you carry. In some reseller arrangements you hold a licence granted by the vendor, and the reseller is only a billing channel. In others you hold a sublicence from the reseller, and your rights depend on the reseller's own agreement staying alive.

Get the answer in writing. Ask whether the vendor recognises you as the end customer, whether your tenant or instance sits under the vendor's systems, and whether the vendor will honour your term if the reseller stops trading.

Renewal terms deserve the same attention. Auto-renewal clauses with long notice periods can affect the cost and your exit options. Diarise the notice date the day you sign, not the month before renewal.

Price escalation on renewal is the other trap. A reseller may hold a fixed margin while the vendor raises list prices underneath. Ask for the mechanism, not a promise.

If the reseller disappears, three things happen. Invoicing stops, support stops, and the vendor decides whether to deal with you directly. A vendor that already knows you exist is far more likely to continue the service. That is why direct registration with the vendor, even when buying through a reseller, is worth requesting.

Data is the last exposure. Confirm where your campaign data sits, who can export it, and how quickly. An exit plan you have never tested is a hope.

Commercial differences between the routes

Cost comparison needs care. Headline figures rarely line up, and headline marketing automation prices hide different units, tiers and minimum terms. Normalising before you compare is the only way to get a real number, and normalising marketing automation pricing sets out how to do it on a per-contact or per-seat basis.

Market-size data does not tell you whether a platform fits the quoted purchase route. For each shortlisted product, record the exact edition, contracting party, licence holder and support path so the commercial review stays tied to the offer in front of you.

Illustrative hypothetical quote example

For illustration only, a Manchester manufacturer with 40 marketing users compares hypothetical quotes for the same unnamed product. The reseller quote is 24,000 pounds plus VAT, UK support 9am to 5.30pm, 12-month term with 60 days notice. The vendor quote is 21,000 pounds, no VAT, support 2pm to 11pm UK time, 12-month term with 30 days notice, billed in dollars.

The reseller route costs 28,800 pounds gross, reclaimed in full, so 24,000 pounds net. The direct route costs 21,000 pounds net plus FX and a reverse charge entry each quarter. The gap is 3,000 pounds a year for a UK support window and a UK counterparty.

That is the trade a finance manager is actually approving.

Which route suits which UK platform buyer

A UK reseller suits buyers who need UK support hours, a sterling invoice and a counterparty they can pursue in a UK court. It also suits organisations without the finance capacity to run reverse charge entries and FX reconciliation every month.

A direct US purchase suits buyers with in-house finance that handles cross-border tax routinely, and with marketing teams that can work to a US support window. It also suits anyone who wants a direct line to the vendor's product roadmap.

Public sector buyers should check the contracting route and quoted terms alongside the platform review; neither route alone establishes product suitability.

If your marketing touches financial products, FCA rules under COBS 4 constrain what you can send. Include the required controls in the platform review and verify that the quoted edition supports the workflow you need.

Data protection sits across both routes. The ICO's guidance on Controllers and processors | ICO explains the roles, and a reseller in the chain can be a processor, a controller or both depending on what it does with your data. Get that mapped in the contract.

Smaller buyers in Wales, the South West or Yorkshire and the Humber may find a regional reseller adds implementation help that a US vendor will not. Larger buyers in London and the South East often have the finance function to go direct and keep the margin.

Neither route removes the need to check the counterparty. The register is free, the questions are short, and the answers change the price you should be willing to pay.

Common questions