Marketplace website terms and conditions
Marketplace websites are those that enable users to come together to sell and purchase products. This terms and conditions document has been designed for such marketplaces, providing that the products in question are physical products.
The marketplace-specific provisions in the terms and conditions are organised around the concepts of "stores" and "listings". Each seller may create one or more stores; and each seller may create one or more product listings.
Listings must comply with two sets of rules. First, they must comply with rules relating to the listing content itself. Second, they must comply with rules relating to the products being advertised for sale.
The template takes account of the possibility of the website offering different types of user account (for example, seller accounts and buyer accounts).
The terms and conditions include a suggested contracting process for sellers and buyers, along with default clauses relating to the contract of sale itself. In the case of B2C contracts entered into by sellers and buyers, the distance selling rules are applied.
The marketplace operator will need to determine the extent to which it acts as a data controller in relation to personal data stored in the marketplace database, and the extent to which it acts as a processor. To the extent that the operator acts as a controller, these terms and conditions will need to be supplemented by a privacy policy or notice; and to the extent that the operator acts as a processor, these terms and conditions will need to be supplemented by a data processing agreement.
The legal rules and practical considerations relating to marketplaces for the sale of physical products are somewhat different to those relating to the sale of services and digital products, and you should not use this document for services marketplaces or digital product marketplaces. Nor should you use this document for auction websites.
Certain provisions included in this document are mandated by Regulation (EU) 2019/1150 (commonly known as the Platform-to-Business or P2B Regulation), which applies to many marketplace websites and applications.
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Marketplace website terms and conditions contents
- Introduction: document governs website use; consent to website document: implied; consent to website terms and conditions: express; website user minimum age.
- Copyright notice: UCC copyright notice; ownership of rights in website.
- Permission to use website: licence to use website; no downloading; website use: permitted purposes; no modification of website content; limitations on licence to use website; redistributable content; suspension or restriction of access to website.
- Misuse of website: acceptable use: prohibitions; veracity of information supplied.
- Use on behalf of organisation: use on behalf of another.
- Buyer registration and accounts: provisions apply to marketplace buyers; buyer Account eligibility (private individuals); buyer account registration process.
- Seller registration and accounts: provisions apply to marketplace sellers; account eligibility (businesses); account eligibility (private individuals); seller account registration process; seller account information updating.
- User login details: provision of login details; user ID rules and impersonation; password to be kept confidential; notify on disclosure of password; responsibility for password loss.
- Seller stores: registered sellers can create stores; how to create a seller store; publication of seller store; website operator rights in relation to seller store; period of publication of seller store; ranking factors for marketplace stores.
- Seller listings: registered sellers can create listings; how to create a listing; publication of listings; website operator rights in relation to listings; period of publication of listings; veracity of listings; subject matter of listings; listing categories; keeping listings up to date; listing price currency; ranking factors for marketplace listings.
- Differentiated treatment: marketplace: no differentiated treatment; marketplace: description of differentiated treatment.
- Product rules: permitted products; no services or intangible products; prohibited products.
- Product availability: channels and affiliates for marketplace products.
- Data: seller access to marketplace data; operator access to marketplace data; disclosure of marketplace data to third parties; limited contractual right to access marketplace data.
- The buying and selling process: contracts between buyers and sellers.
- Terms and conditions of sale: seller must create legal notices; seller legal compliance; contract terms between buyers and sellers; distance selling rules incorporated into contract; compliance with terms and conditions of sale.
- Distance contracts: cancellation right: marketplace distance sales: cancellation right for consumers; marketplace distance sales: cancellation right for products; marketplace distance sales: exercise of cancellation right; marketplace distance sales: return of products upon cancellation; marketplace distance sales: refund upon distance contract for products cancellation; marketplace distance sales: diminished value of product on cancellation; marketplace distance sales: refund method; marketplace distance sales: refund timing for products; marketplace distance sales: products excluded from right of cancellation.
- Marketplace fees: marketplace seller payment amounts; marketplace seller fees; marketplace seller commission; amounts inclusive or exclusive of VAT; VAT deductions in marketplace; obligation to provide evidence for tax compliance; variation of fees; variation of commission rates.
- Payments: payment of fees; disputed payments; unjustified charge-backs; unpaid fees: withdrawal of services; right of set off.
- Our role: acknowledgement of website operator role; provision subject to limitations of liability.
- Our rights to use your content: definition of user content; licence of user content; sub-licensing of user content; right to bring proceedings in respect of user content; waiver of moral rights in user content; user may edit own content; delete etc user content on breach.
- Rules about your content: user content warranty; no unlawful user content; user content rules; civility and user content; hyperlinking and user content; previous complaints and user content.
- Report abuse: request to report abuse; how to report abuse.
- Suspension and restriction of services: marketplace: process for suspending or restricting account; right to suspend and restrict website account; non circumvention of suspension or restriction.
- Limited warranties: no warranties for information; right to discontinue website publication; no implied warranties or representations relating to website.
- Limitations and exclusions of liability: caveats to limits of liability (with consumer protection); interpretation of limits of liability; no liability for free information or services; no liability for force majeure; no liability for business losses; no liability for loss of data or software (with consumer protection); no liability for consequential loss (with consumer protection); no personal liability; liability cap upon services contract.
- Indemnity: indemnity from marketplace website users.
- Termination: discretionary termination of contract by First Party; termination of contract bySecond Partyusing control panel; grounds for termination of business seller account byFirst Party; procedure for terminating business seller account; refunds upon termination.
- Third party websites: third party websites: hyperlinks not recommendations; third party websites: no control or liability.
- Trade marks: trade mark ownership; third party trade marks on website.
- Variation: document may be revised; variation of website document: unregistered users; variation of website document: marketplace business sellers.
- Assignment: assignment by first party (with consumer rights); assignment by second party.
- Severability: severability of whole; severability of parts.
- Third party rights: third party rights: benefit; third party rights: exercise of rights.
- Entire agreement: entire agreement - use of website.
- Law and jurisdiction: governing law; jurisdiction.
- Statutory and regulatory disclosures: ecommerce regulations order process information; copy of document not filed; language of document; ecommerce regulations: trade register; ecommerce regulations: authorisation scheme; ecommerce regulations: professionals; ecommerce regulations: code of conduct; value added tax number.
- Our details: website operator name; company registration details; place of business; contact information.
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| Version | 2.1 |
|---|---|
| First published | 1 Sep 2016 |
| Last updated | 16 Mar 2021 |
| Law | English law and EU law |
| Language | English (UK) |
| †Word count | 15,728 |
| †Template pages | 21 |