Marketplace Terms And Conditions Checklist NZ

What rules do you actually need before your marketplace goes live? The reassuring answer is that you don't need to predict every possible issue, but you do need clear terms that explain who is responsible for what.

Marketplaces are different from ordinary online stores because there are usually three sides to manage: your platform, your sellers or providers, and your buyers or customers. If the rules are vague, you can end up caught in the middle of payment complaints, cancellation arguments, refund requests and user behaviour issues.

Good marketplace terms and conditions help everyone understand the deal from day one. They also give your business a practical process to follow when something doesn't go to plan.

What Should Marketplace Terms And Conditions Cover?

Your marketplace terms should cover the rules for buyers, sellers and your platform, because each group has different rights, obligations and risks.

A simple set of website terms usually won't be enough. A marketplace isn't just displaying information. You're usually facilitating listings, bookings, sales, payments, reviews, messages or delivery arrangements. Your terms need to reflect how your platform actually works.

At a minimum, your terms should explain:

• Who can use the platform: age requirements, account approval, identity checks and when you can refuse access.
• What sellers are responsible for: accurate listings, lawful goods or services, pricing, availability, delivery, quality and customer communications.
• What buyers are responsible for: truthful account details, payment, respectful conduct and following booking or purchase rules.
• What the platform does: for example, hosting listings, processing bookings, taking commission, providing messaging tools or helping manage complaints.
• What the platform doesn't do: for example, you may not manufacture products, perform services, guarantee seller performance or inspect every listing.
• How fees work: commissions, subscription fees, payment processing fees, payout timing and refund treatment.
• How cancellations and complaints are handled: your process, timeframes and who makes the final decision under your platform rules.

The key is to avoid treating your marketplace as if it's a simple two-party sale. Your terms should map the three-way relationship clearly.

Do I Need Separate Buyer And Seller Terms?

Usually, yes - separate buyer and seller terms are often cleaner because buyers and sellers have different responsibilities.

You can structure this in a few ways. Some marketplaces use one set of platform terms and conditions with separate sections for buyers and sellers. Others use separate buyer terms, seller terms and policies that sit alongside them. The right structure depends on your user journey and how complex the platform is.

Separate seller terms for marketplace vendors are especially helpful if sellers need to meet ongoing standards. For example, you may want rules around:

• listing approval and removal
• minimum service standards
• insurance, licences or qualifications
• stock availability and dispatch times
• prohibited products or services
• seller warranties about the information they upload
• your right to suspend or remove a seller

Buyer terms, on the other hand, usually focus on payments, cancellations, reviews, account conduct and how buyers interact with sellers under your terms of use.

Say Anika launches a New Zealand marketplace for freelance photographers. Her seller terms require photographers to upload accurate portfolios, hold any required permissions, honour confirmed bookings and respond within 2 business days. Her buyer terms explain that buyers must pay through the platform, cancel within the stated cancellation window and only leave reviews based on genuine completed bookings.

That split makes the rules much easier to enforce. Everyone can see the obligations that apply to them, rather than digging through one long document trying to work it out.

Who Is Responsible When Something Goes Wrong?

It depends on your marketplace model, but your terms should clearly say when responsibility sits with the seller, the buyer or the platform.

This is one of the most important issues for any online marketplace in New Zealand. If a product is faulty, a service isn't delivered, a seller cancels late or a buyer misuses the platform, your users will often come to you first - even if you didn't directly supply the product or service.

Your terms should explain your role in plain English. For example, your platform might be:

• a listing platform that connects users
• a booking and payment facilitator
• a reseller that sells goods or services in its own name
• an agent for sellers in limited circumstances
• a platform that provides extra guarantees or support beyond the seller's obligations

These models have different risk profiles. If your branding, checkout flow or receipts make it look like your business is the seller, it may be harder to argue that you're only a facilitator. Your website wording, terms and customer experience should line up.

A Worked Example

Imagine your platform lets local tutors list one-hour lessons for $80. You charge a 15% platform fee, so the tutor receives $68 and you keep $12.

If the tutor doesn't turn up, your terms should say:

• whether the buyer gets a refund, credit or rebooking option
• whether the $12 platform fee is refunded or retained
• whether the tutor is charged a cancellation fee
• how many no-shows trigger suspension
• what evidence the buyer needs to provide

Without those rules, your team may end up making one-off decisions that feel inconsistent to users. Clear terms let you respond quickly and fairly.

How Should Fees, Payments And Cancellations Work?

Your terms should explain exactly when money is charged, who receives it, what fees are deducted and what happens if a transaction is cancelled or refunded.

Money is where marketplace tension usually shows up first. Even a small misunderstanding can turn into a trust issue if users feel surprised by fees or payout delays.

Your terms should cover:

• Platform fees: whether you charge commission, subscription fees, listing fees, booking fees or a mix.
• Payment timing: when buyers are charged and when sellers are paid.
• Payment processors: whether a third-party payment provider is used and whether their terms also apply.
• Refunds: who funds the refund, whether platform fees are refundable and how long processing may take.
• Cancellations: user cancellation windows, seller cancellation rights and platform cancellation rights.
• Chargebacks: what happens if a buyer disputes a card payment through their bank.
• Taxes: who is responsible for GST, invoicing and tax records. You should get tax advice on the details.

For example, if a buyer pays $120 for a home cleaning booking under your booking terms and you charge 20%, your terms should say whether the cleaner receives $96 after the service is completed, whether you hold the $120 until completion, and what happens if the buyer cancels 3 hours before the booking.

If you use escrow-style features, delayed payouts or stored payment details, get tailored advice before launch. Payment flows can affect your compliance obligations and the contracts you need with payment providers.

Do The Consumer Guarantees Act And Fair Trading Act Apply?

Yes, they can apply to marketplace activity in New Zealand, especially where buyers are consumers and sellers are acting in trade.

The Consumer Guarantees Act 1993 gives consumers certain guarantees for goods and services, such as acceptable quality, fitness for purpose, reasonable care and skill, and completion within a reasonable time where no time is agreed. In many cases, the seller or service provider will carry these obligations. However, your platform terms and website shouldn't try to remove rights that the law says consumers have.

The Fair Trading Act 1986 is also very relevant. It prohibits misleading or deceptive conduct and includes rules about false or misleading representations. For a marketplace, this can affect:

• how seller ratings and reviews are displayed
• whether sponsored listings are clearly identified
• claims about product quality, availability or delivery times
• pricing, discounts and fees
• statements that suggest your platform verifies sellers if it doesn't actually do so

Your terms can require sellers to comply with these laws, but that won't always be enough on its own. If your platform controls how listings appear, promotes certain sellers or makes its own claims, your business should be careful that those claims are accurate.

For peer to peer marketplace legal risk, the key question is whether users are genuinely private individuals or whether some are operating in trade. If a seller regularly sells goods or services through your platform, they may be treated differently from someone making a one-off private sale.

Your terms should require sellers to identify whether they're acting in trade where that matters, and to comply with consumer law obligations that apply to them.

What Privacy And IP Rules Should Your Platform Terms Include?

Your terms should protect user data, platform content and seller content, because marketplaces usually collect and display a lot of information.

Under the Privacy Act 2020, your business needs a clear basis for collecting, using, storing and sharing personal information. Marketplace platforms often collect names, addresses, payment details, messages, profile photos, reviews, location data and identity information.

Your Privacy Policy should sit alongside your terms and explain things like:

• what personal information you collect
• why you collect it
• who you share it with, such as sellers, buyers, couriers or payment providers
• whether information is stored or accessed overseas
• how users can request access to or correction of their information
• how you handle privacy breaches

Your platform terms should also cover acceptable use of data. For example, sellers shouldn't scrape buyer details, contact buyers outside the platform if that's prohibited, or use customer data for unrelated marketing without proper consent.

IP rules matter too. Sellers may upload photos, logos, product descriptions, videos and course materials. Your terms should say that sellers keep ownership of their content, but give your platform a licence to host, display, promote and adapt it as needed to operate the marketplace.

You should also protect your own brand, platform design, copy and software. If you're building a distinctive marketplace brand, consider whether to apply for trade mark protection through IPONZ. Your terms should prohibit users from copying your platform content, misusing your brand or suggesting an association that doesn't exist.

What Clauses Should Go Into A Marketplace Terms Checklist?

Your checklist should match your actual platform flow, not just copy a generic template.

Templates can be useful for spotting common clauses, but marketplace documents work best when they're tailored to your model, payment flow and user types. A lawyer should tailor the terms before you use them, especially if you're handling payments, ratings, cancellations or regulated products.

Here is a practical outline you can use to brief your legal team:

1. Platform Description: explain what your marketplace does and whether you act as facilitator, reseller, agent or another role.
2. Account Rules: set eligibility, registration, verification, password security and account suspension rights.
3. Buyer Obligations: cover payment, truthful information, conduct, cancellations, reviews and platform use.
4. Seller Obligations: cover listings, lawful supply, licences, quality standards, delivery, tax and customer communications.
5. Fees And Payments: set commission, subscriptions, payout timing, deductions, refunds, chargebacks and payment provider terms.
6. Cancellations And Refunds: explain user cancellation windows, seller cancellation consequences and platform decision-making.
7. Consumer Law: preserve non-excludable rights under New Zealand law and require sellers to meet their legal obligations.
8. Reviews And Content: set rules for honest reviews, moderation, prohibited content and removal rights.
9. Privacy And Data Use: connect to your Privacy Policy and restrict misuse of user information.
10. Intellectual Property: protect platform IP and get a licence to use seller-uploaded content.
11. Platform Liability: explain what you're and aren't responsible for, while avoiding unfair or misleading exclusions.
12. Termination: set when users can close accounts and when you can suspend or remove users.
13. Changes To The Terms: explain how you'll update terms and notify users.
14. Governing Law: state the New Zealand law position if your platform is aimed at New Zealand users.

Make sure your sign-up process also supports the terms. Users should have a clear chance to read and accept them before creating an account, listing products or making a purchase.

Key Takeaways

• Marketplace terms need to manage three-way risk between buyers, sellers and your platform.
• Separate buyer and seller terms often make your rules easier to understand and enforce.
• Your payment, cancellation and refund clauses should be specific, especially where you take commission or delay payouts.
• The Consumer Guarantees Act 1993 and Fair Trading Act 1986 can affect how your marketplace presents listings, fees, reviews and refunds.
• Your Privacy Policy and IP clauses should match how your platform collects data and displays user content.
• A tailored document is safer than a generic template, especially if your platform handles payments, bookings or high-value transactions.

If you'd like help with your marketplace terms, seller rules, buyer terms or privacy documents, you can reach us at 0800 002 184 or team@sprintlaw.co.nz for a free, no-obligations chat.