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Digital marketplace website terms and conditions

A digital marketplace is a forum for users to buy and sell digital products. These terms and conditions have been designed to help website operators regulate the various legal relationships that arise out of the operation of such a marketplace.

The document is not specific to one particular type of digital download, and may in principle be used for ebooks, audio files, video files, software and other types of digital product. (You will need to ensure, however, that the licensing and other provisions are appropriate for your particular downloads and your circumstances more generally - there is a lot of variation in licensing arrangements.)

Four different types of relationship are considered by this document. First, it regulates the relationship between the website operator and casual users, covering the same ground as general website terms and conditions of use. Second, it regulates the relationship between the operator and marketplace sellers. Third, it does the same job in relation to marketplace buyers. Fourth, it sets out contractual and licensing terms that apply between sellers and buyers, either as mandatory terms or minimum standards.

The payments provisions of the template assume that, for the purposes of EU VAT law, the marketplace platform operator will be responsible for collecting VAT from EU-based consumers and remitting VAT payments to EU tax authorities.

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Digital marketplace website terms and conditions contents

  1. Introduction: document governs website use; consent to website document: implied; consent to website terms and conditions: express; website user minimum age; cookie consent.
  2. Copyright notice: UCC copyright notice; ownership of rights in website.
  3. Licence 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; restriction of access to website; section not applicable to digital products.
  4. Acceptable use: acceptable use: prohibitions; veracity of information supplied.
  5. Use on behalf of organisation: use on behalf of another.
  6. Buyer registration and accounts: provisions apply to markeplace buyers; buyer Account eligibility (private individuals); buyer account registration process.
  7. Seller registration and accounts: provisions apply to marketplace sellers; account eligibility (businesses); account eligibility (private individuals); seller account registration process.
  8. 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.
  9. Cancellation and suspension of account: rights of operator over account with paid services; cancellation of website account with paid services by user.
  10. Services for sellers: services to be provided to digital marketplace sellers; invoice and VAT handling in digital marketplace; back-ups of digital products.
  11. 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.
  12. 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.
  13. Digital product rules: permitted digital products; no services or physical products; prohibited digital products.
  14. Marketplace contracting process: contracts between digital product buyers and sellers.
  15. Digital product terms and conditions of supply: seller must create legal notices; seller legal compliance; contract terms between digital product buyers and sellers; licensing terms between digital product buyers and sellers; separate licensing terms between digital product buyers and sellers; distance selling rules incorporated into contract; compliance with terms and conditions of supply.
  16. Distance contracts: cancellation right: marketplace distance sales: cancellation right for consumers; marketplace distance sales: cancellation right for digital content; marketplace distance sales consumer agreement to provision of digital content; marketplace distance sales: exercise of cancellation right; marketplace distance sales: full refund upon distance contract cancellation; marketplace distance sales: refund method; marketplace distance contract: refund timing for digital products.
  17. Marketplace fees: marketplace seller payment amounts; marketplace seller fees; marketplace seller commission (digital marketplace); website services amounts inclusive or exclusive of VAT; withholding taxes in digital marketplace; obligation to provide evidence for taxation compliance; variation of fees; variation of commission rates; buyer refunds; buyer charge-backs.
  18. Payments: payment or deduction of fees and commission; disputed payments; unjustified charge-backs; unpaid fees: withdrawal of services; right of set off.
  19. Our role: acknowledgement of digital marketplace website operator role; provision subject to limitations of liability.
  20. Reviews: publication of reviews; reviewers independent; inaccurate etc reviews; no reliance on reviews; no liability for reliance on reviews; no liability for defamatory reviews.
  21. User reviews: publication of user reviews; permission to submit reviews; user reviews: general requirements; user review posting conditions; user review posting prohibitions; reviews and user content rules; user reviews and names; waiver of moral rights in reviews; no warranties for user reviews.
  22. Your content: licence: definition of user content (digital products); 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.
  23. Your content: rules: user content warranty; no unlawful user content; user content rules; civility and user content; hyperlinking and user content; previous complaints and user content.
  24. Report abuse: request to report abuse; how to report abuse.
  25. Limited warranties: no warranties for information; right to discontinue website publication; no implied warranties or representations relating to website.
  26. Limitations and exclusions of liability: caveats to limits of liability (with consumer protection); interpretation of limits of liability; no liablity 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.
  27. Indemnity: indemnity from website users.
  28. Breaches of these
    terms and conditions
    :
    consequences of breach; non circumvention of measures upon breach.
  29. Third party websites: third party websites: hyperlinks not recommendations; third party websites: no control or liability.
  30. Trade marks: website operator's trade marks; third party trade marks on website.
  31. Variation: document may be revised; variation of website document: unregistered users; variation of website document: registered users (mandatory legal change exception).
  32. Assignment: assignment by first party (with consumer rights); assignment by second party.
  33. Severability: severability of whole; severability of parts.
  34. Third party rights: third party rights: benefit; third party rights: exercise of rights.
  35. Entire agreement: entire agreement - use of website.
  36. Law and jurisdiction: governing law; jurisdiction.
  37. 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; link to ODR website; name and URL of ADR provider.
  38. Our details: website operator name; company registration details; place of business; contact information.
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