By business type

Terms & Conditions Generator for marketplaces

Written for two-sided platforms: joint controllership, seller data, DSA duties and payouts.

Generate your terms and conditions Read the terms and conditions guide

Marketplace terms are two contracts in one system. The buyer terms have to make the contracting party unmistakable; the seller terms have to carry the obligations the DSA and consumer law push down the chain.

Marketplaces have a role problem that single-sided businesses do not. For your own account and platform data you are a controller. For data flowing between buyer and seller you may be a joint controller, a processor, or an independent controller depending on the specific flow - and Article 26 requires joint controllers to have an arrangement and to make its essence available to individuals.

The Digital Services Act added a substantial layer for marketplaces serving the EU: trader traceability, notice-and-action, statements of reasons for removals, internal complaint handling, and a ban on dark patterns in interface design. These are platform obligations, not seller obligations, and they cannot be delegated.

Payouts introduce a third dimension. Splitting payments between platform and seller usually means identity verification on sellers, tax reporting obligations, and a payments partner who becomes a significant party in the data chain.

What a terms and conditions for an online marketplace has to cover

Who the consumer contracts with, stated unambiguously
Seller obligations: accuracy, legality, fulfilment and consumer rights compliance
Notice-and-action, statements of reasons and the internal complaints route
Fees, payouts, holds and chargeback allocation
Suspension and delisting grounds, with an appeals route

How an online marketplace actually moves personal data

Buyer data shared with sellers

Name, delivery address and order contents passed to a seller who then becomes a controller in their own right for fulfilment.

Seller onboarding and verification

Identity documents, bank details and tax identifiers collected for verification and reporting.

Messaging between users

On-platform messages are personal data you host, with moderation, retention and disclosure questions attached.

Reviews and ratings

Published personal data about identifiable sellers and buyers, with rights to object and correct.

Payouts and tax reporting

Seller earnings data reported to tax authorities under marketplace reporting rules.

Moderation and enforcement records

Evidence of removals and suspensions, retained to support the statements of reasons the DSA requires.

Third parties the draft will ask you about

Stripe Connect or Adyen for Platforms · identity verification vendors · AWS or Google Cloud · Zendesk · trust and safety tooling · tax reporting providers

The rules that apply

GDPR Article 26 joint controllership

Where you and sellers jointly determine purposes and means, you need an arrangement and must make its essence available to data subjects.

Digital Services Act

Trader traceability, notice-and-action, statements of reasons, internal complaints, and interface design rules for marketplaces serving the EU.

Seller identity and tax reporting

Marketplace reporting rules require collection and reporting of seller identity and income data in many jurisdictions.

Consumer law allocation

Who the consumer contracts with - platform or seller - determines who owes cancellation rights and remedies.

Payments and KYC on sellers

Split payments usually trigger identity verification duties through the payments partner.

What the generated terms and conditions contains

Who the contract is with and how it is formed
Your legal entity, and the exact moment acceptance happens - account creation, checkout, or continued use.
The service, the licence and its limits
What you are actually providing, what the user may do with it, and what they may not.
Price, payment, renewal and cancellation
Billing cycle, auto-renewal, price-change notice, and how either side ends the arrangement.
Acceptable use and enforcement
The behaviour that gets an account suspended, and the process you follow before you suspend it.
User content and intellectual property
Who owns what, the licence you need to run the service, and the takedown route for infringing material.
Warranties, liability and indemnity
Disclaimers that survive local consumer law, and caps that are actually enforceable rather than theatrically broad.
Governing law, jurisdiction and disputes
The law that applies, the courts that hear it, and any pre-litigation steps you require.

The marketplace document set

Map each data flow to a role
Controller, joint controller or processor - per flow, not per relationship.
Put an Article 26 arrangement in the seller terms
And publish its essence where buyers can find it.
Build DSA notice-and-action
Reporting route, statements of reasons, internal complaints, and record-keeping.
Separate buyer terms from seller terms
Two audiences, two sets of obligations, two documents.
Minimise what sellers receive
And say what they receive in the buyer-facing policy.
Document the payouts and reporting chain
Including the payments partner’s own role and the tax reporting obligation.

Where this usually goes wrong

No Article 26 arrangement with sellers

Where joint controllership genuinely exists, the arrangement is mandatory and its essence has to be available to users.

Treating sellers as processors when they are controllers

A seller fulfilling an order decides its own purposes. Calling them a processor misdescribes the relationship and the contract.

Missing DSA notice-and-action machinery

It is a platform obligation with its own procedural requirements, including statements of reasons and internal appeals.

Dark patterns in the interface

Explicitly prohibited by the DSA for marketplaces, and separately actionable under consumer law.

Buyer data over-shared with sellers

Sellers need what fulfilment requires, not the full customer record.

Unclear contracting party

If a consumer cannot tell whether they contracted with you or a seller, the cancellation and remedy obligations land on you.

Frequently asked questions

Is a marketplace a controller or a processor?

Usually a controller for platform data and, for some flows, a joint controller with sellers. Sellers are typically independent controllers for fulfilment. The right answer is per data flow rather than per relationship.

What does the DSA require of marketplaces?

Trader traceability, a notice-and-action mechanism, statements of reasons for moderation decisions, an internal complaint-handling system, and interface design free of dark patterns.

Do I need separate terms for buyers and sellers?

Yes. They have different obligations, different rights and different commercial terms, and merging them produces a document that is unclear to both.

How much buyer data should sellers receive?

What fulfilment requires and no more. Over-sharing is a minimisation failure and increases your exposure when a seller mishandles it.

Are terms and conditions legally binding?

They are when the user had a genuine opportunity to read them and took a positive step to accept. Clickwrap - a ticked box next to a visible link - holds up far more reliably than a "by using this site you agree" line in the footer.

What is the difference between terms of service and terms and conditions?

Nothing substantive. "Terms and conditions" is the more common phrasing in the UK and Commonwealth markets, "terms of service" in the US and in SaaS. The clauses do the same job.

Can I limit my liability to zero?

No. Most consumer regimes void attempts to exclude liability for death, personal injury or fraud, and unfair-terms rules strike out caps a court considers unreasonable. A cap that is drafted to survive review is worth more than one that is struck out entirely.

Do I need terms if I sell nothing?

If users can register, post, comment or upload, yes - the terms are what let you moderate, suspend and remove content without being in breach of contract yourself.