Terms for a marketplace platform

A marketplace is three contracts: the platform's terms with sellers, its terms with buyers, and the contract between buyer and seller that the platform arranges but is not party to. The terms have to keep the platform in the middle without becoming the seller, meet the rules that apply to platforms serving business users and consumers, handle payments without straying into regulated activity, govern content and reviews, and provide a way to resolve the disputes that come with volume. I draft the seller terms and the buyer terms for a fixed fee of £995, delivered in five working days.

Who this is for

Businesses in England and Wales operating or launching a marketplace for goods, services or digital products where third parties sell to buyers through the platform, from a niche marketplace to a category leader.

What matters in marketplace platform terms

The platform as intermediary

The terms should say that the platform provides the venue and tools, that the contract for each sale is between the buyer and the seller, that the platform is not the seller and gives no warranty for the goods or services, and what the platform does do: listing, search, messaging, payment processing and dispute tools. A platform that sets prices, holds stock or fulfils orders is closer to a seller than an intermediary, and the terms should describe the model that is being run rather than the one that is convenient.

Seller terms and the business-user rules

The seller agreement should cover onboarding and verification, listing rules, pricing and fees, the seller's obligations to buyers under consumer law, prohibited items, performance standards and the platform's right to suspend or delist. Where sellers are businesses, the retained platform-to-business rules in Regulation (EU) 2019/1150 require the terms to be in plain language, to explain ranking, to give notice of changes and reasons for suspension, and to provide a complaints system, and the seller terms should be drafted to those requirements.

Buyer terms and consumer information

The buyer terms should say who the buyer is contracting with, how to identify whether a seller is a trader or a private individual, which decides whether the buyer's rights under the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 apply to the sale, what the platform's own service to the buyer is, and how payments, refunds and disputes work. The platform should require sellers to provide the pre-contract information those Regulations require and should present it, because a platform that hides who the seller is misleads the buyer.

Payments and the regulated perimeter

Where the platform collects payment from buyers and pays sellers, it is handling money for others, which can be a payment service under the Payment Services Regulations 2017 unless the platform acts as commercial agent for the seller within the exclusion in those Regulations or uses a regulated payment provider to hold and move the funds. The terms should describe the model accurately, appoint the platform as the seller's agent to receive payment where that is the structure, state when the seller is paid and what is deducted, and address refunds and chargebacks.

Content, reviews and online safety

The terms should take a licence to listings and content, make sellers responsible for their accuracy and lawfulness, provide notice-and-takedown for infringing listings within the hosting position in regulation 19 of the Electronic Commerce (EC Directive) Regulations 2002, and govern reviews, which Schedule 20 to the Digital Markets, Competition and Consumers Act 2024 makes a legal issue by banning fake reviews and requiring reasonable steps to prevent them. Where buyers and sellers interact, the reporting and complaints tools the Online Safety Act 2023 expects should be provided.

Fees, disputes, data and termination

The terms should state the platform's fees and when they are charged, VAT on them, the dispute process between buyer and seller and the platform's role in it (a decision on refunds within stated rules, without becoming liable for the outcome), the platform's liability cap for its own service under section 11 of the Unfair Contract Terms Act 1977 for sellers and within the Consumer Rights Act 2015 for buyers, and termination of accounts with reasons. The platform is a controller of buyer and seller account data and sellers are controllers of their customer data under the UK GDPR, and the terms should say so.

What it costs

SaaS terms of service, £995. Your standard customer-facing terms. Five working days.

Buying online forms the engagement on payment. The scope is what the saas and technology contracts page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• A bespoke contract drafted for how your product is sold, delivered and supported
• Service levels you can meet, with remedies that are proportionate rather than aspirational
• A liability position that is defensible and will survive enterprise procurement
• IP and data provisions that fit together rather than contradicting each other
• A commercial note on where you will get pushback and what is worth conceding
• One round of amendments

What is not included

• Negotiating individual enterprise deals, which I quote separately
• Advice on the law of jurisdictions outside England and Wales
• Technical security certification or audit
• Regulatory advice for regulated sectors such as financial services or health

Questions I am often asked

A buyer wants a refund for faulty goods and the seller has vanished. Is the platform liable?

Not for the goods, if the terms make the contract the seller's and the platform's role clear, and the platform did not present itself as the seller. Many platforms offer a buyer guarantee commercially; the terms make it a defined commitment rather than an implied one.

Do we need to be authorised to take payments for sellers?

It depends on the model. Acting as the seller's commercial agent, or using a regulated provider to hold and move funds, keeps most marketplaces outside authorisation. The terms describe the model, and whether it fits the exclusion is a question to settle before launch.

Can we remove a seller without giving a reason?

For business sellers, the platform-to-business rules require a statement of reasons and a complaints route. The terms provide both, with immediate suspension for serious breaches.

Related guidance and services

• SaaS and technology contracts, £995, the service this page describes
• Contract review, £495
• Data protection agreements and privacy terms, £795
• Terms and conditions for an online marketplace connecting buyers and sellers
• Acceptable use policy for a platform

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.