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.

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.

Ask about this document

Digital 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.
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; suspension or restriction of access to website; section not applicable to digital products.
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.
Services for sellers: services to be provided to digital marketplace sellers; invoice and VAT handling in digital marketplace; back-ups of digital products.
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.
Digital product rules: permitted digital products; no services or physical products; prohibited digital 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.
Marketplace contracting process: contracts between digital product buyers and sellers.
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.
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.
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 tax compliance; variation of fees; variation of commission rates; buyer refunds; buyer charge-backs.
Payments: payment or deduction of fees and commission; disputed payments; unjustified charge-backs; unpaid fees: withdrawal of services; right of set off.
Our role: acknowledgement of digital marketplace website operator role; provision subject to limitations of liability.
Reviews: publication of reviews; reviewers independent; inaccurate etc reviews; no reliance on reviews; no liability for reliance on reviews; no liability for defamatory reviews.
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.
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.
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 by
Second Party
using control panel; grounds for termination of business seller account by
First 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.

Digital marketplace website terms and conditions document editor preview

This is a shortened preview of the editor interface; once you create your instance you'll be able to edit the full document in our online editor.

Digital marketplace website terms and conditions document preview

This is a shortened preview of the DOCX output; once you create your instance you'll be able to download the full document in PDF, HTML, RTF and/or DOCX (Microsoft Word) format.

Which licence should I choose?

Version	2.2
First published	11 Nov 2016
Last updated	16 Mar 2021
Law	English law and EU law
Language	English (UK)
^†Word count	16,779
^†Template pages	23

† These figures are approximations.

We do not limit the number of copies of a template you can make on your own computer. Nor do they limit the number of times you can print and sign a document. We do however limit the number of copies of a template you can create in the Docular editor, and also the number of websites / digital products with respect to which a template may be used.

There are four different licences under which you can access a Docular template.

	Free licence	Standard licence	Extended licence	Professional licence
Number of document instances	1	1	5	25
Number of websites or digital products	1	1	5	25
Sub-licences permitted	None	1	5	25
Document licence period	No expiry	No expiry	No expiry	No expiry
Credit for Docular	Yes	No	No	No

Number of document instances

Document templates are the products available for sale on this website; whereas document instances are "clones" of the templates, which you can edit using Docular's online editor and export from the website.

We will update our document templates from time to time, but this will not affect your document instances. When you create a document instance, it will be based upon the latest version of the underlying document template at the time of creation of the instance, irrespective of your date of purchase.

You can save your document instance to our servers at any time, and return to editing later. Once you are happy with your editing, you can export the document and save it to your computer.

Number of websites or digital products

The licences include numerical limits upon: (a) the number of websites (including cloud services) on which documents may be published; and (b) the number of digital products (such as software programs) with which documents may be distributed.

Sub-licences permitted

All of our paid licences allow you to sub-license to a client of yours the right to use a document created using Docular.

When you sub-license that right, it becomes attached to the particular client. The number of sub-licences you may grant is numerically limited and, again, the limitation corresponds to the document instance limitation.

Document licence period

This is the period of the licence to use documents created using and exported from the Docular online editor. In short, the licences do not expire. There are no ongoing licence fees.

Credit for Docular

Each free template includes a textual credit for Docular (eg "this document was created using Docular") and you must retain that credit in all versions of the document.

Legal T&Cs

For full details of the licensing rules governing the use of Docular templates, instances and exports, see our terms and conditions.