Marketplace terms and conditions: what they must say

A marketplace’s terms and conditions are the rules of the game: who can publish, what is forbidden, how you moderate, in what order listings appear, what happens when people disagree. In 2026, they are no longer a text you copy into the footer: consumer law and two EU regulations set a good part of them, and a user, a seller or an authority can ask you to account for them. This guide from the Marketplace Factory team, which creates complete marketplaces from a single sentence, legal pages included, explains who writes what, what the texts require, the twelve-section outline, what we generate for each site and what is left to have reviewed. It follows EU law, with notes for the UK and the US.

Who writes what: the operator, the sellers, the software

A marketplace brings three parties together, and each has its texts.

• You, the operator, publish the marketplace: its terms of use, which apply to everyone, buyers and sellers alike, and its legal notice are yours, even when a tool drafts them. If you charge your sellers for services (commission, subscription, featured placement), your terms say so too.
• Your professional sellers sell under their own responsibility, with their prices, their guarantees and their terms of sale. The law asks you to give them a space on the platform to inform buyers before the sale.
• The software vendor provides and hosts the tool. With Marketplace Factory, it is named as the host in your legal notice, acts as processor for your users’ data, and its terms of sale and terms of use govern your relationship with it.

What the texts require in 2026

Informing consumers fairly

Since the Omnibus Directive (EU) 2019/2161, a new Article 6a of the Consumer Rights Directive requires online marketplaces to tell consumers, before they are bound: the main parameters that determine the ranking of offers and their relative importance, in a dedicated section that is easy to reach from the page where offers appear; whether the third party offering the product is a trader or not, based on its own declaration; if it is not a trader, that EU consumer rights do not apply to the contract; and, where relevant, how obligations are shared between the seller and the marketplace.

The same directive treats as misleading search results that hide payment “specifically for achieving higher ranking”, and it adds a rule on reviews: if you give access to consumer reviews, you must say whether and how you ensure they come from consumers who actually used or bought the product. Submitting or commissioning fake reviews is banned outright.

Moderating: the DSA, Articles 14, 16 and 17

The EU’s Digital Services Act applies to every marketplace serving users in the Union. Three of its articles touch your terms directly, and also apply to micro and small enterprises:

• Article 14: your terms describe the restrictions you impose and how you moderate (policies, procedures, tools, automated decisions, human review, complaint handling), in clear and accessible language; you apply them in a diligent, objective and proportionate way;
• Article 16: anyone must be able to notify you electronically of content they consider illegal; the notice gives its reasons, the exact address of the content, the name and email of its author (except for child sexual abuse material) and a statement of good faith;
• Article 17: every restriction (removal, demotion, suspension of an account or of payments) comes with a statement of reasons: the facts, the ground, law or your terms, and the means of redress.

The other DSA duties, and the exemption small platforms enjoy, are detailed in our guide to marketplace legal requirements in the EU.

Your business sellers: the P2B Regulation

If businesses sell on your platform, the P2B Regulation adds its requirements. Its Article 3 calls for clear and intelligible terms, available at all times, including before sign-up, which state the grounds on which you may suspend, restrict or terminate an account; any change must be notified to them on a durable medium at least fifteen days before it applies. Its Article 4 requires a statement of reasons for a suspension and, save for exceptions, thirty days’ notice before ending the whole relationship. Its Article 5 asks you to explain the main ranking parameters, and the effect of any payment.

Buyers: withdrawal and disputes

A consumer who buys at a distance from a trader generally has fourteen days to withdraw, with exceptions set by Article 16 of the Consumer Rights Directive: accommodation, car rental, catering or leisure booked for a specific date, goods made to the consumer’s specifications or clearly personalised. The UK keeps the same exceptions in regulation 28 of its Consumer Contracts Regulations. Between private individuals, the right does not apply: your terms must say so plainly.

Since 19 June 2026, Directive (EU) 2023/2673 also requires a withdrawal function for contracts concluded through an online interface: a function labelled “withdraw from contract here” or an unambiguous equivalent, available throughout the withdrawal period, a confirmation function labelled “confirm withdrawal”, and an acknowledgement of receipt on a durable medium.

One change to note: the EU Online Dispute Resolution platform no longer exists. Regulation (EU) 2024/3228 stopped new complaints on 20 March 2025 and repealed the ODR Regulation with effect from 20 July 2025: remove the old link from your terms. National mediation rules remain; in France, for example, every consumer has the right to a free consumer mediator, whom your terms must name.

Notes for the UK and the US

In the UK, the duties above do not apply as EU law, but close equivalents do. Consumer cancellation rights come from the Consumer Contracts Regulations 2013. Fake reviews are banned, and the CMA’s guidance on fake reviews expects businesses that publish reviews to have policies and procedures to prevent and remove them. If users post content that other users can see, check whether you run a “user-to-user service” under the Online Safety Act, whose illegal-content duties have been enforced since 17 March 2025.

In the US, Section 230 says no provider of an interactive computer service shall be treated as the publisher of information provided by another. To benefit from the copyright safe harbour, a platform must designate an agent to receive notices of claimed infringement, show that agent’s contact details on its site and register them with the Copyright Office (17 U.S.C. 512(c)(2)): your terms usually include that copyright policy. And the FTC’s final rule on fake reviews allows civil penalties against knowing violators. Whatever the country, make users accept your terms with a clear, recorded action, such as a box they tick.

The twelve-section outline

Here is the structure we recommend, section by section, with the text that justifies it. The terms of sale then cover price, payment, withdrawal and guarantees.

Two mistakes come up often. The first: promising what the site does not do, such as “all listings are verified” when none are. The second: describing ranking or moderation borrowed from another platform. Your terms commit what your site really does; write them from it.

What Marketplace Factory generates for each site

Every marketplace created with Marketplace Factory receives its legal pages, written in the site’s language and for the country where you are established:

• the legal notice, with Marketplace Factory named as the host, and the mentions specific to your country, such as the Impressum in Germany and Austria or the Livro de Reclamações in Portugal;
• the privacy policy and the cookies page;
• the terms of use, written from how the site really works: its role, the account (the version accepted and its date are kept), professionals and private individuals, ranking, prohibited activities, checks and reporting, reasoned sanctions and redress, data, governing law;
• the terms of sale as soon as the site takes payments: who sells, the price and payment on Stripe’s secure page, when the seller is paid, cancellation, withdrawal and its exceptions, complaints and mediation;
• the “How listings are ranked” page, written from the site’s real settings: a listing featured for a fee carries a sponsored label, a choice by your team a featured label;
• the “Reviews: how we check them” page: a review can only be left after a purchase, a rental, a booking or a session paid on the site, and any removal is reasoned and can be contested;
• the “Withdraw from contract here” page, open without signing in: the declaration, its verification, its confirmation, then a dated acknowledgement sent by email; the same button sits in “My requests”;
• the “Report” button on every listing, every profile and at the bottom of every page, signed in or not, with the form the DSA asks for: the reason, the name, the statement of good faith.

On the sellers’ side, every professional declares their identity, and their company registration is checked. On the checks’ side, listings and profiles are reviewed automatically when published: content that seems prohibited is set aside for a person on your team, never deleted automatically. The activities refused everywhere are kept up to date on our page of prohibited and restricted activities, to which your terms refer.

We reread these pages in production on 10 October 2026, on a marketplace published for our tests: terms of use, ranking “up to date as of 10 October 2026”, review policy, withdrawal page, reporting form. The sites in the examples gallery also show their terms of use, section by section.

Before going live, the studio asks you for what it cannot know on its own: who publishes the site, its address, who is responsible for publication and, if your site takes payments, your consumer mediator. Until that information is there, nothing is published.

What is left to have reviewed

Ready pages do not replace a legal look at your project. Before you open, have these reviewed:

1. What you charge your sellers: the commission rate, subscriptions, paid featured placements, and how you will change them, with fifteen days’ notice for business sellers in the EU.
2. Your cancellation rules, chosen among four (flexible, moderate, strict, non-refundable): they must stay compatible with consumer rights.
3. The rules of your trade: licences and fees in real estate, registration numbers for short-term rentals, prohibited wording in job posts, regulated health professions.
4. Your liability and your insurance, above all if you rent out valuable items.
5. Your mediator or dispute-resolution body, where your country requires one.
6. Your privacy policy, with your own processing: marketing, analytics tools, newsletters.
7. The law of other countries, if you target buyers abroad.

Then keep a simple discipline: date every version, keep the old ones, and tell your users before any significant change. On a marketplace created with Marketplace Factory, the version accepted by each of your users and its date are kept from sign-up. The security of the data these terms promise to protect is covered in our guide to marketplace hosting and security.

In short

Well-written terms protect your users as much as you, and they are easier to review when they describe a site that already works. With Marketplace Factory, the base is ready on the day you open: legal pages written from your site, in its language and for your country, and the features the law asks for, from reporting to online withdrawal. What is left is to review what belongs only to you. For the money that flows between buyers and sellers, read our guide to marketplace payments with Stripe Connect.