Terms and conditions for an online marketplace connecting buyers and sellers

A marketplace stands between buyers and sellers and is blamed by both. The terms have to define what the platform is (not a party to sales, unless it chooses to be), onboard sellers and disclose whether they are traders, run fees and payments without straying into regulated activity, preserve buyers' rights against sellers, handle disputes, prohibited items and reviews, and take the platform's own liability seriously. I draft those terms for a fixed fee of £995, delivered in five working days.

Who this is for

Online marketplaces, booking platforms and two-sided platforms in England and Wales connecting independent sellers or service providers with consumers and businesses, taking a commission or listing fee, with or without payment processing.

What matters in marketplace terms

What the platform is and is not

The terms should say that the platform provides the venue and tools, that each sale or booking is a contract between the seller and the buyer, that the platform is not a party to it and does not warrant the seller's goods or services, and that the platform's obligations are to run the service as described. Where the platform does act as seller of record, or guarantees delivery, the terms must say so, because the obligations follow.

Sellers, onboarding and trader status

Sellers accept seller terms covering eligibility, verification, accurate listings, compliance with consumer law and product rules, fees, and removal for breach; where the platform intermediates between business sellers and consumers, the assimilated Regulation (EU) 2019/1150 requires those seller terms to be plain and intelligible, to give notice of changes and to explain ranking and any differentiated treatment. Buyers must be told whether they are buying from a business or a private seller, because their rights differ, and the terms should require sellers to declare their status and the platform to display it. Business sellers are traders responsible to consumers under the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.

Fees, payments and regulated activity

Fees and commission are stated in the seller terms and deducted or invoiced as described, with interest on late payment under the Late Payment of Commercial Debts (Interest) Act 1998. Handling buyers' money on the way to sellers can be a regulated payment service under the Payment Services Regulations 2017, so the terms should say that payments are processed by a named licensed provider under its terms, or that the platform is authorised, and should not describe a payment flow the platform is not entitled to run.

Buyers' rights, disputes and prohibited items

Buyers' rights against sellers are preserved, and the terms should provide a dispute process the platform runs as a facilitator, with stated outcomes it can impose within its rules (refunds from held funds, seller sanctions), while saying that legal rights are unaffected. The terms should list prohibited items and conduct, give the platform the right to remove listings and sellers, and provide a route for intellectual property complaints and for reports of illegal content, which the Online Safety Act 2023 may require of a service hosting user content.

Reviews, data and the platform's liability

Reviews are user content: the terms should require them to be genuine, prohibit fake or incentivised reviews, which Schedule 20 to the Digital Markets, Competition and Consumers Act 2024 bans, and allow moderation. The platform is a controller of user data for running the service and sellers are controllers of the data they receive, and the terms and privacy notice should say so under the UK GDPR and the Data Protection Act 2018. The platform's liability should be limited to its fees, excluding the acts of sellers and buyers, not applied against a consumer's statutory rights, and tested for reasonableness against businesses under the Unfair Contract Terms Act 1977.

What it costs

Customer or supplier terms and conditions, £995. One set of terms, customer-facing or supplier-facing, drafted for your business. Five working days.

Review of your existing terms, £495. You already have terms and want them checked and brought up to date. Returned marked up with my amendments and an explanation of the changes. Three working days.

Buying online forms the engagement on payment. The scope is what the terms and conditions drafting 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 full set of bespoke terms drafted for your business, reflecting the legal requirements that apply to your business and sector
• A note in plain English explaining the terms I have drafted for you
• Liability, payment, termination and IP provisions that protect your position and are drafted to withstand scrutiny from the other side
• Guidance on how to incorporate the terms properly
• Your questions and comments answered by email or phone
• One round of amendments to finalise the terms ready for use

What is not included

• Negotiating your terms with individual customers (I am happy to quote for this as an additional service if required)
• Sector-specific regulatory compliance beyond the contract terms themselves
• Website privacy notice and cookie compliance, which I quote separately
• Terms governed by the law of another country
• Tax advice

Questions I am often asked

A buyer wants a refund from us for goods a seller never sent. Are we liable?

If the terms say sales are between seller and buyer and the platform is not a party, the buyer's claim is against the seller, and the platform's role is the dispute process it provides, including any refund from held funds. If the platform guaranteed delivery or acted as seller of record, it is liable as it promised.

Can we hold buyers' payments and release them to sellers after delivery?

Only if the payment flow is run by a licensed payment provider or the platform is authorised, because holding others' money can be a regulated activity. Structure the flow with a provider and say so in the terms.

We suspect a seller is posting fake reviews of their own products. What do we do?

Remove them and act against the seller under the seller terms. Fake reviews are banned and the platform should have a process for finding and removing them.

Related guidance and services

• Terms and conditions drafting, £995, the service this page describes
• Contract review, £495
• Terms and conditions for an online community or forum

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.