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Contract review

Reviewing a marketplace seller agreement

Review of an online marketplace's seller agreement and policies from the seller's side, annotated with a written explanation of the fees, suspension and returns terms, for a fixed fee of £495 in three working days.

Geoffrey Caesar

Geoffrey Caesar

— 5 min read
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Reviewing a marketplace seller agreement

Buy now, £495

A marketplace seller agreement is a standard form the seller accepts by clicking, that the marketplace can change by posting, and that gives the marketplace the right to suspend the seller's account, hold its money and delist its products. The seller cannot negotiate it, but the Platform to Business Regulation gives business sellers rights the terms must respect, and the terms decide what the seller can do when the marketplace acts. I review the agreement and the policies it incorporates and return them annotated, with a written explanation of what they mean for the seller and the rights the seller has against the marketplace, for a fixed fee of £495 in three working days.

Who this is for

Retailers, brands, makers and resellers in England and Wales selling through an online marketplace, whether a general marketplace, a specialist platform for handmade or vintage goods, a fashion or electronics platform or a food delivery marketplace, and want to know what the terms mean and what protection they have. The seller and the marketplace are businesses; the marketplace's consumer terms govern the sale to the buyer.

What to look for in a marketplace seller agreement

The rights the Platform to Business Regulation gives you

Regulation (EU) 2019/1150 as retained applies to online marketplaces that intermediate between business sellers and consumers, and requires their terms to be drafted in plain language and to set out the grounds for suspending, restricting or terminating a seller's account (Article 3), to give notice of changes to the terms with a period before they take effect, and to give a seller a statement of reasons before restricting or terminating its account (Article 4), with an internal complaint handling system and mediation available. The review reads the marketplace's terms against those requirements and sets out how the seller uses them.

Fees, subscriptions, advertising and how the marketplace changes them

The marketplace charges a referral fee by category, a subscription, fulfilment and storage fees, advertising fees and payment processing, and reserves the right to change any of them on notice. The review sets out the fee stack for the seller's categories, the notice the marketplace must give of changes under the Regulation and its own terms, the fees on returns and refunds, and the reserve and payout timing, so that the seller can price its products on the true cost of the channel.

Suspension, delisting and the money the marketplace holds

Account suspension is the marketplace's principal sanction, and it comes with a hold on the seller's balance and stock. The review explains the grounds in the terms, the statement of reasons and the appeal the Regulation requires, the seller's rights to its stock in the marketplace's warehouse and to its funds, the marketplace's right to hold funds against chargebacks and claims after termination, and what the seller should do on receipt of a suspension notice.

Ranking, the buy box and the marketplace's own products

The Regulation requires a marketplace to describe the main parameters that determine ranking and any differentiated treatment of its own products, and the marketplace's terms and policies will set the rules for winning the featured offer. The review explains what the seller is entitled to know, the policies on pricing parity, which restrict the seller from offering a lower price elsewhere, and the data the marketplace uses from the seller's sales to compete with it.

Returns, guarantees, product liability and the seller's own obligations

The marketplace's guarantee to buyers lets it refund the customer and charge the seller, and its returns policy is more generous than the law requires. The seller remains the trader for the sale and owes the buyer the rights in the Consumer Rights Act 2015 and the cancellation rights in the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, and it is the producer or importer for the purposes of the General Product Safety Regulations 2005 where it brings goods into the UK. The review explains the seller's own obligations, the marketplace's claim process, and the evidence the seller needs to contest a claim.

Customer data, intellectual property and the governing law

The marketplace controls the customer relationship and the seller receives only the data needed to fulfil the order, as a controller under the UK GDPR and the Data Protection Act 2018 for that purpose, with a prohibition on using it for marketing. The seller grants the marketplace a licence to its product content and images, which the review checks for scope and duration. The terms will be governed by a foreign law with disputes in a foreign court, and the review explains what section 27 of the Unfair Contract Terms Act 1977 and the Regulation's mediation route leave available to a UK seller.

What it costs

Standard review, £495. Marked-up document and a written explanation of the changes. Three working days.

Buy now, £495

Buying online forms the engagement on payment. The scope is what the contract review 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

  • Your own contract returned with my amendments as tracked changes, plus a clean version with every change accepted, ready to send to the other side
  • Comments in the document where a point needs explaining
  • A written explanation of what I have changed and why, by email or as an attachment if it is lengthy, marking the points I would hold firm on and the ones that are negotiable
  • A view on what is normal market practice and what is the other side pushing their luck
  • One round of follow-up questions by email, included

What is not included

  • Negotiating directly with the other side, which I quote separately once I know who is on the other side. Where the other side is willing to share a live document, I can work in that document directly
  • Drafting a replacement contract from scratch
  • Advice on the law of any jurisdiction other than England and Wales
  • Tax, accounting or regulatory advice
  • Disputes about a contract that is already signed

Questions I am often asked

The marketplace suspended our account with no explanation. What are our rights?

The Platform to Business Regulation requires a statement of reasons before your account is restricted or terminated, an internal complaints procedure and access to mediation. The review explains the grounds the terms allow, what to ask for, and how to recover your stock and your balance.

The marketplace refunded a customer and charged us even though the goods were returned damaged. Can it do that?

Under its guarantee terms it can, and it will hold you to its returns policy rather than the law. The review explains the claim process, the evidence you need to contest a claim, and how the marketplace's policy compares with your legal obligations to the buyer.

Can we sell the same products cheaper on our own website?

That depends on the marketplace's pricing policies, which can lose you the featured offer or restrict listings where your price elsewhere is lower. The review explains the policies that apply to you and the data the marketplace uses to enforce them.

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Not sure which service fits, or want to ask something first? Email me a few lines about your business and what you need. I reply, usually the same working day.
Email me

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.

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