Marketplace Seller Agreement Template

Marketplace Seller Agreement Template

This Marketplace Seller Agreement (the “Agreement”) is entered into as of [Effective Date] by and between:

Marketplace Operator: [Company Legal Name], with an address at [Address] (“Marketplace”).
Seller: [Seller Legal Name], with an address at [Address] (“Seller”).

Marketplace and Seller may be referred to individually as a “Party” and collectively as the “Parties.”

1. Purpose and Scope

1.1 Purpose. This Agreement governs Seller’s use of the Marketplace to list, market, and sell products or services (“Products”) to customers.
1.2 Scope. This Agreement covers Seller listings, orders, fulfillment, returns, fees, payments, and compliance requirements.

2. Seller Account and Eligibility

2.1 Registration. Seller must provide accurate business information and keep it current.
2.2 Verification. Marketplace may require identity, business, tax, and bank verification before allowing sales.
2.3 Authorized Users. Seller is responsible for all activity on its account and must keep credentials secure.
2.4 Suspension. Marketplace may suspend Seller access for suspected fraud, compliance issues, or risk to customers.

3. Listings and Product Requirements

3.1 Listing Standards. Seller must provide accurate descriptions, pricing, images, and availability information.
3.2 Prohibited Items. Seller must not list: illegal items, restricted goods, counterfeit products, or items prohibited by Marketplace policies.
3.3 Quality and Safety. Seller warrants Products meet applicable safety standards and legal requirements.
3.4 Pricing and Promotions. Seller sets prices subject to Marketplace rules on deceptive pricing and promotions.
3.5 Inventory Management. Seller must maintain accurate inventory to avoid overselling.

4. Orders, Fulfillment, and Delivery

4.1 Order Acceptance. Seller must accept and fulfill orders according to Marketplace service levels unless canceled under Marketplace rules.
4.2 Shipping and Handling. Seller is responsible for packaging, shipping, tracking, and delivery to the customer unless Marketplace provides fulfillment services.
4.3 Delivery Timeframes. Seller must meet delivery timeframes disclosed in listings or required by Marketplace standards.
4.4 Proof of Fulfillment. Seller must provide proof of shipment/delivery upon request (tracking, signature confirmation, etc.).
4.5 Customer Communications. Seller must respond to customer inquiries within [__] hours/days.

5. Returns, Refunds, and Chargebacks

5.1 Return Policy. Returns and refunds are handled under: ☐ Marketplace return policy ☐ Seller return policy (approved by Marketplace).
5.2 Refund Processing. Seller authorizes Marketplace to process refunds to customers according to applicable policies.
5.3 Chargebacks. Seller is responsible for chargebacks and related fees if attributable to Seller’s actions (non-delivery, misrepresentation, quality issues), subject to Marketplace investigation.
5.4 Withholding. Marketplace may withhold payouts to cover chargebacks, refunds, disputes, or potential fraud.

6. Fees and Payments

6.1 Marketplace Fees. Seller will pay:

• Listing fee: $[__] (if applicable)

• Transaction fee: [__]% of sale price

• Payment processing fee: []% + $[] (if applicable)

• Other fees: [Define]
  6.2 Payout Schedule. Marketplace will pay Seller: ☐ Daily ☐ Weekly ☐ Biweekly ☐ Monthly, less fees and reserves.
  6.3 Reserves (Optional). Marketplace may hold a reserve of $[] or []% for up to [__] days to manage risk.
  6.4 Taxes. Seller is responsible for all taxes related to its sales unless Marketplace is legally required to collect/remit in certain jurisdictions.

7. Seller Responsibilities and Compliance

7.1 Legal Compliance. Seller must comply with all applicable laws, regulations, and consumer protection requirements.
7.2 Licenses and Permits. Seller must obtain and maintain necessary licenses and permits.
7.3 No Misleading Practices. Seller must not use deceptive marketing, false claims, or prohibited advertising practices.
7.4 Data Protection. Seller must protect customer personal data and use it only for fulfilling orders and customer service, not for unrelated marketing unless permitted by law and Marketplace rules.
7.5 Security. Seller must maintain reasonable security controls to protect accounts and data.

8. Intellectual Property and Marketing

8.1 Seller IP. Seller retains ownership of its trademarks and product content, subject to licenses granted below.
8.2 License to Marketplace. Seller grants Marketplace a non-exclusive, worldwide, royalty-free license to use Seller’s names, trademarks, images, and listing content to operate and market the Marketplace and Seller’s Products.
8.3 Counterfeit Claims. Marketplace may remove listings for suspected IP infringement and may request documentation from Seller.

9. Disputes and Enforcement

9.1 Dispute Handling. Marketplace may manage customer disputes under its dispute process and require Seller cooperation.
9.2 Seller Cooperation. Seller must provide information and evidence within [__] days of request.
9.3 Enforcement Actions. Marketplace may remove listings, impose restrictions, or terminate Seller for repeated policy violations.

10. Term and Termination

10.1 Term. This Agreement begins on the Effective Date and continues until terminated.
10.2 Termination by Seller. Seller may terminate with [] days’ written notice.
10.3 Termination by Marketplace. Marketplace may terminate immediately for fraud, illegal activity, or material breach, or with [] days’ notice for convenience.
10.4 Effect of Termination. Upon termination, Seller must stop using Marketplace and may need to fulfill pending orders or handle returns, as required by Marketplace policies.

11. Disclaimers and Limitation of Liability

11.1 Marketplace Provided “As Is.” To the extent permitted by law, the Marketplace is provided “as is” without warranties.
11.2 Limitation. To the extent permitted by law, Marketplace’s liability is limited to fees paid to Marketplace in the [__] months before the claim, except where prohibited.

12. Miscellaneous

12.1 Independent Parties. The Parties are independent contractors.
12.2 Assignment. Seller may not assign without Marketplace’s written consent.
12.3 Governing Law. This Agreement is governed by the laws of [State/Country].
12.4 Notices. Notices must be sent to the addresses above or updated notice contacts provided in writing.
12.5 Entire Agreement. This Agreement is the entire agreement regarding Seller’s use of the Marketplace.

Signatures

By signing below, the Parties agree to this Marketplace Seller Agreement as of the Effective Date.

Marketplace Operator: [Company Legal Name]
Authorized Signatory Name: [Name]
Title: [Title]
Date: [Date]
Signature: ___________________________

Seller: [Seller Legal Name]
Authorized Signatory Name: [Name]
Title: [Title]
Date: [Date]
Signature: ___________________________