Marketplace Vendor Agreements in New Zealand for Makers

A local maker marketplace can look simple from the outside: vendors upload products, customers place orders and the platform takes a commission. The legal risk usually sits in the gaps. Who is responsible if a handmade candle is unsafe, a ceramic mug arrives broken, a vendor uses someone else's photo, or a customer wants a refund?

Common mistakes include copying generic online marketplace terms for vendors, staying vague about whether the platform or vendor is the seller, and treating commissions as an informal admin fee. A clear marketplace vendor agreement helps you onboard makers, manage product standards, protect listing content and resolve customer issues without making decisions from scratch each time.

For New Zealand platforms, the agreement should fit local consumer law, privacy rules and product compliance expectations while staying practical for small creative businesses.

Vendor Agreement Checklist for Local Maker Marketplaces

A marketplace vendor agreement should tell vendors exactly what they can sell, how orders are processed, when they get paid and what happens if something goes wrong.

For a handmade or local product marketplace, your vendor terms and conditions in NZ should be more detailed than a basic account sign-up page. Makers often operate from home studios, market stalls or small workshops, so they may not have formal systems for stock management, returns or product labelling. Your agreement needs to convert your platform rules into clear obligations they can follow.

Useful vendor terms usually cover:

• Vendor eligibility: whether vendors must be New Zealand based, hold an NZBN, be a registered company, operate as a sole trader, or meet your local maker criteria.
• Approved products: what categories can be listed, what products are banned, and whether you can reject items that do not match your brand or compliance standards.
• Listing requirements: product descriptions, pricing, photos, origin claims, dimensions, ingredients, materials, care instructions, shipping information and trader-status disclosures where the vendor is selling in trade.
• Order handling: who confirms orders, dispatch timeframes, packaging standards, tracking, substitutions and out-of-stock processes.
• Fees and commission: your commission rate, subscription fees, payment processing fees, refunds, deductions and payout timing.
• Customer service: who responds to questions, complaints, refund requests and delivery issues.
• Consumer law responsibilities: how the vendor and platform deal with the Consumer Guarantees Act 1993 and Fair Trading Act 1986.
• Product compliance: safety, labelling, recalls, restricted goods and category-specific obligations.
• Intellectual property: ownership and permitted use of photos, artwork, brand names, designs and listing copy.
• Data and privacy: how customer information is shared and used under the Privacy Act 2020.
• Suspension and termination: when you can remove listings, pause payouts, suspend a vendor or end the relationship.

A good starting point is to map the customer journey. For example, when a customer buys a handmade necklace, your agreement should answer who accepted the order, who holds the money, who ships the item, who wears the cost of a lost parcel, and who decides whether the customer receives a refund.

The agreement should also work with your customer-facing marketplace terms and conditions. If your customer terms say the platform manages all refunds, but your vendor agreement says vendors decide refunds themselves, your team will be stuck between two inconsistent documents at the first complaint.

Defining the Platform Role Between Vendors and Customers

Your vendor agreement needs to state whether your platform is the seller, an agent for vendors, or a technology and payment facilitator connecting customers with independent sellers.

This is one of the most important decisions for an online marketplace for local makers. It affects how you describe products, how you manage complaints, how payments flow and how much control you need over vendors. The wording should reflect how the platform actually operates, not just the position that sounds lowest-risk.

Many maker marketplaces want vendors to remain responsible for their own products while the platform handles listing infrastructure, checkout and marketing. In that model, your online marketplace terms for vendors might say the vendor is the seller of record and remains responsible for product accuracy, quality, dispatch and legal compliance. The platform provides marketplace services and may facilitate payment collection on the vendor's behalf.

Other platforms take a more active retail role. For example, the platform may buy stock from makers, resell products in its own name, control pricing, store goods in a warehouse and handle fulfilment. In that case, the legal documents should look less like a pure marketplace arrangement and more like wholesale supply terms or consignment terms.

Your agreement should deal with the platform's role in practical situations such as:

• Product pages: whether listings are vendor-generated content, platform-edited content, or a mix of both.
• Customer contracts: whether the customer buys from the vendor directly or from the platform.
• Trader status: whether the vendor is selling in trade, and how that status must be shown clearly online before the customer buys.
• Payment collection: whether you collect payment as agent, as merchant, or through a third-party payment provider.
• Tax invoices and receipts: who issues them and what vendor details appear to customers.
• Customer support: whether you provide first-line support and then recover costs from vendors where the issue is vendor-caused.
• Marketing: whether you can promote vendor products in emails, ads, gift guides and social media campaigns.

Trader-status disclosure is especially important for maker marketplaces because some vendors may look like hobby sellers while still selling in trade. Under the Fair Trading Act 1986, a vendor who is in trade must make that trader status clear online, whether the customer buys from the vendor directly or from the platform. If the platform acts as an intermediary that manages the offer and sale, it must also take reasonable steps to ensure the disclosure appears clearly where customers can purchase. Your vendor agreement should require vendors to confirm whether they are in trade, keep that information current and allow the platform to display or update the disclosure on listings, checkout pages or seller profiles.

For example, a platform promoting products as curated New Zealand-made gifts should be careful if it lets vendors self-certify origin claims without checks. If a product is imported and merely packaged locally, a broad claim like New Zealand made could raise issues under the Fair Trading Act 1986. Your vendor agreement should require vendors to provide accurate origin information and allow the platform to remove or edit claims that may mislead customers.

Control is also relevant. If you reserve the right to approve listings, set product standards and manage refunds, that can improve customer trust. However, your terms should still be clear about which tasks you are taking on and which obligations remain with vendors. Vague statements like the platform is not responsible for anything will not be persuasive if the platform controls the whole transaction and markets itself as the retailer.

Commission, Fees and Order Rules That Prevent Disputes

A commission marketplace agreement should make the money flow clear enough that a vendor can reconcile every sale without emailing your support team. Commission disputes are common when the platform grows, especially if early vendors have informal arrangements, launch discounts or custom fees.

Your vendor agreement should set out:

• Commission rate: whether it is a percentage of the product price, total order value, shipping fee, gift wrapping fee or another amount.
• Other fees: listing fees, monthly subscriptions, promoted placement fees, payment processing costs, chargeback fees or admin fees.
• GST treatment: how prices are displayed and how tax invoices are handled, without turning the agreement into tax advice.
• Payout timing: whether vendors are paid after dispatch, after delivery, after a cooling-off period, monthly, or on another cycle.
• Deductions: when you can deduct refunds, customer credits, commissions, penalties, shipping adjustments or amounts owed by the vendor.
• Currency and payment method: usually New Zealand dollars and a nominated bank account or payment provider account.

For example, if a customer buys a $120 handmade bag and pays $10 shipping, the agreement should say whether your 20 percent commission is calculated on $120 or $130. If the customer later receives a refund because the bag was not dispatched, the agreement should say whether the vendor repays the full amount, whether commission is reversed and who pays the payment processing fee.

Order rules matter just as much as fees. A customer will usually see the marketplace brand first, even if the vendor is technically the seller. Your vendor terms should set minimum standards, such as:

• vendors must keep inventory accurate and promptly mark products as unavailable;
• vendors must dispatch within the timeframe shown on the listing or agreed with the customer;
• vendors must use packaging suitable for the product type, especially fragile ceramics, glassware, skincare or food items;
• vendors must provide tracking details where your platform requires tracking;
• vendors must notify the platform immediately if they cannot fulfil an order;
• vendors must not contact customers outside approved channels for unrelated marketing.

A practical agreement also gives the platform operational tools. You may need the right to cancel an order, issue a customer credit, arrange replacement goods, pause a vendor's account or source a substitute product where the vendor does not respond.

Payment provider terms and any related vendor finance arrangements should also be considered. If you use a third-party checkout or split-payment tool, your vendor agreement should require vendors to comply with that provider's onboarding, identity verification and acceptable use requirements. This is especially relevant if funds are held before payout or if the provider can reverse transactions due to fraud, chargebacks or suspected policy breaches.

Product Compliance, Refunds and Listing IP

Product compliance, refund handling and intellectual property rules should be built into the vendor agreement because these are the areas where handmade marketplaces most often face customer-facing risk.

Local makers sell a wide range of goods, from candles, soaps and jewellery to children's clothing, artwork, homewares, food products and digital downloads. Different categories can raise different legal issues. Your platform does not need to become an expert in every product line, but it does need clear contractual rights to set standards, ask questions and remove risky listings.

Product Safety and Compliance

Vendors should promise that their products comply with New Zealand laws, mandatory standards and any platform policies that apply to their category. The Fair Trading Act 1986 includes product safety and misleading conduct rules, and the Commerce Commission can take action where traders mislead consumers or breach product safety requirements. Some goods may also be affected by sector-specific rules, such as cosmetics labelling, food safety requirements, electrical product requirements or children's product standards.

A maker marketplace contract should require vendors to:

• provide accurate product descriptions, materials, ingredients and care instructions;
• avoid misleading claims about origin, sustainability, health benefits or performance;
• hold any licences, registrations, approvals or certifications required for their products;
• notify the platform of any safety issue, customer injury allegation, recall or regulator contact;
• cooperate with product withdrawals, recalls, investigations and customer notices;
• indemnify the platform for losses caused by non-compliant products, where appropriate.

Claims need special care. Phrases like organic, hypoallergenic, therapeutic, eco-friendly, compostable, handmade in Aotearoa or locally sourced should only be used where the vendor can substantiate them. Your agreement can require vendors to keep evidence for claims and provide it on request.

Refunds, Returns and Consumer Guarantees

New Zealand customers buying from a business are protected by the Consumer Guarantees Act 1993, and those rights cannot simply be removed by saying no refunds in your terms. If goods are faulty, not as described, not fit for purpose or not of acceptable quality, the customer may have remedies.

Your vendor agreement should allocate the work and cost of refunds without suggesting that customers lose their statutory rights. For instance, the agreement might say the platform can decide customer refund requests in line with applicable consumer law and platform policies, and the vendor must reimburse the platform where the refund arises from a vendor issue.

Common refund clauses for maker marketplaces address faulty or damaged goods, incorrect items, missing components, late delivery, custom products, change-of-mind returns if offered, return shipping costs, response timeframes and evidence such as photos of damage. Personalised goods need tailored wording. A custom engraved bracelet may not be suitable for a change-of-mind return, but the customer may still have rights if the engraving is wrong, the clasp breaks or the item does not match the listing.

IP in Photos, Descriptions and Designs

Listing content should stay usable by the platform while vendors retain ownership of their creative work unless another arrangement is agreed.

Most vendor terms give the platform a licence to use vendor content for operating and promoting the marketplace. This can cover product photos, descriptions, maker bios, logos, videos, packaging images and social media content submitted to the platform. The licence should be broad enough for your real marketing activities, such as email campaigns, paid ads, gift guides, homepage features and social posts.

At the same time, vendors should warrant that they own or have permission to use all content they upload. This helps if a vendor copies a photographer's image, uses a famous character on a product, or lists goods that infringe another brand's trade mark. Trade marks can be registered through IPONZ, and copyright can protect original photos, artwork, patterns and written content without registration.

Your agreement should let you remove listings that may infringe intellectual property rights, investigate complaints and ask vendors for proof of rights. If your platform has its own brand assets, such as badges, templates or campaign artwork, vendors should only be allowed to use them under your rules.

Privacy and Customer Data

Vendors should only use customer information to fulfil marketplace orders and related customer service tasks.

Under the Privacy Act 2020, businesses handling personal information need to collect, use, store and disclose it appropriately. A marketplace commonly shares customer names, delivery addresses, email addresses or phone numbers with vendors so they can fulfil orders. Your vendor agreement should limit how vendors use that information.

For example, a vendor should not add marketplace customers to their own newsletter, contact them on social media for unrelated sales, or keep customer data longer than needed unless they have a lawful basis and appropriate consent. Your agreement should also require vendors to protect customer information, report privacy incidents promptly and follow any privacy, security or data processing instructions issued by the platform.

Onboarding, Enforcement and Exit Rules

The best vendor terms are usable in everyday operations, from approving a new potter to removing a vendor who repeatedly ships late.

Legal drafting should match how your team will actually run the platform. If every maker must be approved before listing, a vendor due diligence process should say acceptance is at the platform's discretion and may depend on product fit, compliance information, identity checks, brand standards or category capacity. If you allow open self-sign-up, you still need rights to review and remove listings later.

A strong onboarding process often includes:

1. collecting the vendor's legal name, trading name, NZBN if they have one, contact details and bank details;
2. asking whether the vendor is a company, sole trader, partnership or trust, and whether they are selling in trade;
3. requiring acceptance of your vendor agreement before listings go live;
4. checking product categories for higher-risk goods, such as imported goods, food, skincare, children's products or electrical items;
5. collecting evidence for specific claims, certifications or licences where relevant;
6. confirming how customer complaints and returns will be handled.

Do not rely only on a friendly welcome email. If your platform ever needs to deduct a refund from a payout or remove a non-compliant listing, you need evidence that the vendor accepted the terms. For online acceptance, keep records of the version accepted, the date, the vendor account and any later updates.

Your terms should also explain how changes work. Platforms evolve. You may introduce new categories, change commission rates, update privacy rules or add fulfilment services. A variation clause can allow you to update terms with notice, but material changes should be handled carefully, especially where they affect fees or payout rights. Vendors should have a clear way to stop using the platform if they do not accept future changes.

Enforcement clauses should give you a range of responses, rather than forcing an all-or-nothing termination. Depending on the issue, you may need to request more information, edit or remove a listing, pause new orders, withhold or delay payouts connected to a dispute, require the vendor to cover refunds or replacements, suspend the account while an issue is investigated, or terminate access to the marketplace.

Exit rules are equally important. When a vendor leaves, your agreement should say what happens to pending orders, unpaid commissions, refunds after termination, customer data and existing marketing content. For example, if a vendor's handmade platter appears in a published Christmas gift guide, you may want the right to keep that old campaign live even after the vendor closes their account. On the other hand, you may need to remove active listings promptly so customers cannot order unavailable goods.

Dispute processes should stay practical. A small maker may not have the resources for complex formal processes, and your platform may not want to spend weeks on every payout complaint. Your agreement can require good faith escalation through support channels, set response timeframes, allow temporary operational decisions by the platform and specify New Zealand law as the governing law.

For companies operating the platform, governance also matters. If you run the marketplace through a New Zealand company, the Companies Act 1993 and Companies Office records will sit in the background. Make sure your contracting entity is correct in the vendor terms, customer terms, privacy policy and payment provider account. Mixing a founder's personal name, a trading name and a company name across documents can create confusion when enforcing rights or receiving payments.

FAQs

Do I Need Separate Vendor Terms and Customer Terms?

Yes. Vendor terms govern your relationship with makers, including commissions, listings, payouts and compliance. Customer terms govern purchases, refunds, delivery and customer use of the platform. They should work together, but they do different jobs.

Can My Marketplace Say Vendors Are Responsible for All Refunds?

You can allocate refund costs to vendors where the issue is caused by their product or fulfilment, but customer-facing refund handling must still respect the Consumer Guarantees Act 1993 and Fair Trading Act 1986. Your terms should avoid blanket no-refund wording for consumer purchases.

Should Vendors Disclose If They Are Selling In Trade?

Yes. Vendors who are in trade must make that status clear online. If your platform manages the offer and sale, your agreement and listing process should help ensure trader-status disclosure appears clearly where customers can buy.

Should Vendors Own Their Product Photos and Descriptions?

Usually, vendors can keep ownership of their photos and descriptions while granting the platform a licence to use them for operating and promoting the marketplace. The agreement should also require vendors to confirm they have rights to all uploaded content.

What If a Vendor Sells Products That Are Not Really Local?

Your agreement should prohibit misleading origin claims and let you request evidence, edit descriptions, remove listings or suspend the vendor. Claims like New Zealand made, locally sourced or handmade should be accurate and capable of being backed up.

Can I Change Commission Rates Later?

Yes, if your vendor agreement gives you a clear process for changes and you provide appropriate notice. Fee changes should be handled carefully so vendors understand when the new rate applies and whether it affects existing orders.

Key Takeaways

• A marketplace vendor agreement should define whether the platform, vendor or another party is the seller in the customer transaction.
• Vendor listings should clearly disclose trader status where a vendor is selling in trade, and the platform should take reasonable steps to ensure this appears at the point of purchase.
• Commission, payout and deduction rules should be specific enough to handle refunds, chargebacks, shipping fees and payment provider costs.
• Vendor terms should require accurate listings, lawful product claims, product safety compliance and cooperation with recalls or investigations.
• Refund clauses need to work with New Zealand consumer law, especially the Consumer Guarantees Act 1993 and Fair Trading Act 1986.
• IP, privacy, onboarding and exit clauses help protect listing content, customer data, the platform's brand and marketplace operations.

If you are setting up or updating a marketplace for local makers, Sprintlaw can help with your vendor agreement, customer terms, privacy policy and IP clauses. Contact us at 0800 002 184 or team@sprintlaw.co.nz for a free, no-obligations chat.