What Terms Should I Include in My Marketplace Terms and Conditions in England?

If you run an online marketplace, you must have well-written marketplace terms and conditions to protect your commercial interests. Nearly every business advertises, performs services or delivers products through a website. Some companies, like yours, will allow the sale of goods by others through their website or digital apps on an ‘online marketplace’. As with any sales environment, you should have written rules that buyers and sellers must agree to. These are sometimes known as marketplace terms and conditions or a marketplace vendor agreement. This article will explore the requirements of marketplace terms and conditions, so you can determine what you must include in your document.

What is a Marketplace Terms and Conditions Document?

A marketplace vendor agreement aims to outline the rules that apply to sellers to protect buyers. Your business will want to keep site users happy to ensure high traffic to the site and encourage repeat customers. Furthermore, you should also avoid unnecessary legal risk or liability by limiting users to only using your website for lawful purposes.

Regardless of form, a terms and conditions document aims to confirm the legal position between the business hosting the website and the marketplace users. They also provide that continued marketplace use will constitute the purchasers and sellers agreeing to the terms and conditions.

Lengthier versions may also include:

• clarification that it is the user’s responsibility to ensure that access to the website is legal in their country;
• circumstances the website will ban the user; and 
• users who send offensive or abusive messages or regularly break the terms and conditions face suspension or account deletion.

Why Are These Types of Documents Useful?

Online marketplaces are similar to physical marketplaces. Customers do not do business directly with the property owner (or the company hosting the website). Instead, they carry out business with the seller utilising that marketplace. Therefore, it is helpful for your marketplace terms and conditions document to have wording that places all liability on the seller using the website (or app), not on your company.

Furthermore, you should also set out the risks the buyer accepts. Once again, these are not the responsibility of the hosting marketplace. In summary, the website host wants to clarify that they simply provide the website, not any binding rights regarding the quality or delivery of purchased goods. This is similar to a mobile phone manufacturer not being responsible for the content of calls made on their handsets. While they provide the technology, they do not influence how their users use the phones.

Do Courts Enforce Marketplace Terms and Conditions?

Courts tend to recognise these documents as a type of legal contract. In this way, they will enforce them within a dispute as long as the document is: 

• reasonable;
• clear;
• precise; and
• the user agrees to them.

The requirement of the user’s agreement explains why most online marketplaces state that continued website use constitutes acceptance of the terms and conditions. You do not want to irritate customers by having a pop-up window asking for consent to the T&Cs every time someone enters. By including a term that website use establishes acceptance of its T&Cs, your business can avoid this issue. Similarly, the issue of whether the document is reasonable can be contentious. Generally, if the wording is clear and does not contain unfair or absurd rules, it will likely be reasonable. 

Key Takeaways

To summarise, marketplace terms and conditions documents aim to provide website or app users with information about their legal rights whilst using the company’s online services.  Your company benefits from the document by setting clear rules you can refer to in any future legal dispute. The document essentially acts as a user rulebook whilst using your website (or app). Because of the need to tailor the document to meet the needs of your website, it is worth considering professional drafting of the document for your online services.

If you need help with a marketplace terms and conditions document, our experienced contract lawyers can assist as part of our LegalVision membership. For a low monthly fee, you will have unlimited access to lawyers to answer your questions and draft and review your documents. Call us today on 0808 196 8584 or visit our membership page.

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