Every Contract a Marketplace Business Needs in the UK (2025)
Last updated: February 2025
Legal Requirements for a Marketplace
UK marketplace operators face a complex regulatory landscape. The Consumer Rights Act 2015 and Consumer Contracts Regulations 2013 apply to consumer transactions on the platform. The Online Intermediation Services Regulation (derived from EU P2B Regulation, retained in UK law) requires transparency in rankings and search results. The Payment Services Regulations 2017 may require FCA authorisation if the marketplace holds or transfers funds. UK GDPR applies to all user data processing. The E-Commerce Regulations 2002 require specific information disclosure.
Essential Contracts
The overarching terms governing all users' access to the platform, including account creation, prohibited conduct, and dispute resolution
Specific terms for sellers including commission rates, listing standards, fulfilment obligations, and the marketplace's right to remove listings
Consumer-facing terms incorporating Consumer Rights Act 2015 and Consumer Contracts Regulations 2013 requirements, clarifying the marketplace's role
Must address data processing for both buyers and sellers, including how personal data is shared between parties to facilitate transactions
Recommended Contracts
Documents the relationship with payment service providers, escrow arrangements, and compliance with Payment Services Regulations 2017
A published procedure for handling buyer-seller disputes, required under the Online Intermediation Services Regulation
Procedures for handling IP infringement claims and counterfeit goods, essential for limiting the marketplace's secondary liability
Common Legal Risks for a Marketplace
- Being classified as a payment service provider and operating without FCA authorisation
- Liability for defective products sold by third-party sellers if the marketplace is deemed the 'trader'
- Lack of transparency in ranking algorithms breaching the Online Intermediation Services Regulation
- Counterfeit goods on the platform creating IP infringement liability
- Consumer complaints to the CMA if the marketplace's role in the transaction is unclear
Industry-Specific Notes
Marketplace operators must clearly communicate whether they are acting as an agent or principal in each transaction — this determines consumer law liability. If the marketplace holds funds between buyer payment and seller settlement, FCA authorisation under the Payment Services Regulations 2017 may be required. Using an authorised payment institution as a partner can avoid this requirement.
FAQ
Is a marketplace liable for products sold by sellers on its platform?
It depends on the marketplace's role. If the marketplace is merely an intermediary connecting buyers and sellers, the seller is the trader and bears consumer law liability. However, if the marketplace takes title to goods, sets prices, handles returns, or presents itself as the seller, it may be deemed the trader under the Consumer Rights Act 2015. The CMA has been increasingly scrutinising marketplaces that blur these lines. Clear terms making the marketplace's role explicit are essential.
Does a UK marketplace need FCA authorisation?
Potentially, yes. If the marketplace receives payments from buyers and holds them before passing to sellers, this may constitute a payment service under the Payment Services Regulations 2017, requiring FCA authorisation. The exemption for 'commercial agents' is narrow and requires the agent to genuinely negotiate or conclude the sale. Most marketplaces partner with authorised payment institutions (like Stripe Connect or Mangopay) to handle funds and avoid the need for their own FCA authorisation.
What transparency obligations does a UK marketplace have to sellers?
Under the Online Intermediation Services Regulation (retained EU law), marketplaces must: publish clear terms and conditions with 15 days notice of changes, explain the main parameters used for ranking in search results, disclose any differentiated treatment of the marketplace's own products, provide a complaint handling system, and identify mediators for dispute resolution. Failure to comply can result in representative actions by trade bodies.
Related Business Types
All the contracts a marketplace needs
AccountsOS generates UK-compliant contracts tailored to your business. From £10/month.
Get Started FreeThis is guidance, not legal advice. Consult a solicitor for complex matters.
View all business types