E-commerce and marketplace contracts: a guide
Selling online involves a web of contracts among retailers, platforms, and consumers. Knowing the sensitive points helps structure e-commerce and marketplace operations more securely.
Who are the parties involved
In marketplace operations, there are usually at least three players: the platform that intermediates the sales, the retailer that offers the products, and the consumer. The relationships among them are typically governed by distinct contracts and terms of use.
Liability and the consumer relationship
Online sales, as a rule, attract the application of consumer protection rules. The allocation of liability between platform and retailer depends on the business model and the circumstances, and is usually subject to specific analysis.
Clauses that usually deserve attention
- Commission and payout rules for the retailer
- Exchange, return, and right-of-withdrawal policy
- Liability for delivery, inventory, and product quality
- Use of trademarks, images, and content on the platform
- Processing of consumers' personal data
Intellectual property in the digital storefront
The use of trademarks, photos, and product descriptions may involve third-party rights. Defining in the contract who is responsible for this content tends to reduce conflicts related to intellectual property.
Data protection in the operation
Since e-commerce handles customer data, the operation usually needs to be aligned with data protection legislation. Setting out in the contract the roles of each party in the processing can help allocate responsibilities.
Frequently asked questions
Who is liable for a product sold in a marketplace?
It depends on the model and the circumstances. In many cases, both the platform and the retailer may be called upon to answer, in light of consumer rules. Each situation requires its own analysis.
Does the right of withdrawal apply to online purchases?
As a rule, purchases made off premises, such as over the internet, are subject to specific withdrawal rules set out in consumer legislation. The details depend on the specific case.
Need guidance on this topic?
This article is informational. For guidance on your specific case, talk to our team.