Put clear vendor rules behind your marketplace model

Website terms usually speak to customers. A vendor agreement deals with the separate legal relationship between the platform and the sellers, service providers or merchants using it. That relationship often involves commission structures, payment timing, listing standards, content rights, complaints handling, suspension rights and information sharing. If those issues are left to short-form terms, gaps can appear quickly once the platform starts operating at scale. A dedicated vendor agreement gives you a clearer contract for the supply side of the marketplace and helps document how the arrangement is meant to work.

Most marketplace vendor agreements cover onboarding requirements, vendor promises about listings or services, commission and fee settings, payment timing, refunds or charge adjustments where relevant, intellectual property permissions, confidentiality, privacy-related obligations, platform conduct rules, suspension or removal rights, liability allocation and termination. Some also deal with reviews, prohibited goods or services, and who is responsible for customer support at different stages. The exact mix depends on whether your platform simply facilitates introductions or plays a more active role in transactions, fulfilment or communications.

Key factors include what your vendors are selling, whether you process payments or just facilitate them, how disputes are handled, whether the platform sets mandatory service standards, and what information moves between vendors, customers and the platform. The legal drafting should follow your actual information-handling process, rather than relying on generic privacy wording. We also look at whether the platform controls pricing, communications, fulfilment steps or account suspensions, because those operational choices often affect how the agreement should allocate responsibility and risk.

Templates can be useful for spotting common headings, but they often stay too high level for a live platform. They may not reflect your commission model, your vendor onboarding flow, your moderation rules, or the way your marketplace actually handles customer and vendor data. They can also miss sector-specific issues if your platform operates in a sensitive or higher-risk area. A tailored agreement is usually more helpful once the platform has real operating rules and commercial settings that need to be documented clearly. Existing templates can sometimes be adapted, but they often need substantial revision.

Once we have the key details about your marketplace model, we prepare the agreement and work through any follow-up points needed to settle the drafting. Timing depends on the complexity of the platform and how many moving parts need to be reflected in the document, such as payment flows, vendor categories or platform conduct rules. This service covers the legal drafting work described on the page. It does not include technical implementation, security remediation, or ongoing representation if a dispute later arises between the platform and a vendor.

Just submit an enquiry via this page or click the 'get started' button on our website to submit an enquiry. After you've submitted an enquiry, one of our legal consultants will review your enquiry within 1 business day and get in touch to get a better idea of exactly what you are looking for.

Then your legal consultant will send through an email with a bit more information about the services you need, along with a fixed fee quote setting out costs, scope of the service and timing. Have a read through it, and if you're happy with the scope, you can accept and sign our engagement letter online - easy!

Once you've formally accepted, we'll connect you with a specialist lawyer and they will work with you to complete your project. They will contact you by email or phone if they need to get in touch.

Sprintlaw works on fixed-fee pricing wherever possible, so you can review the scope and cost before you decide whether to proceed. For the Marketplace Vendor Agreement service, pricing starts from $900.00.

After you enquire, a legal consultant will confirm what is included, the expected timing and whether any extra work is needed before you engage us.

We operate completely online, which means we can help you wherever you are in New Zealand. We have office spaces in Sydney, and in Melbourne, but our use of technology allows our team members to work remotely from around the world. Our legal team are mostly based in Sydney, Melbourne, Brisbane and Perth. We also have a London office for Sprintlaw UK.

Our legal team is made up of experienced lawyers, who are specialists in various areas of law and hold an Australian legal practising certificate. None of our Sprintlaw lawyers are New Zealand qualified lawyers and they do not currently hold a New Zealand practising certificate.

They provide legal services working remotely from Australia via our 'legal consultancy' model, through which (under section 6 and section 35 of the New Zealand Lawyers and Conveyancers Act 2006) our Australian legal team are permitted to provide legal services to New Zealand businesses provided they do not provide services in certain 'reserved' areas of law. You can read our FAQ page to learn a bit more about our 'legal consultancy' model.

Given the strong similarities between Australian and New Zealand law, and the areas of law in which we practice (being small business and startup law), we do not view the fact that our lawyers have not qualified in New Zealand as having any substantive impact on the quality of our service. We are committed to ensuring that we provide high quality, affordable legal services to all our New Zealand clients.

Our legal team have all trained at leading firms, but have left the traditional corporate law world to join us on our mission to create a new and better way of delivering legal services. They have specialist expertise in technology law, intellectual property law, contract drafting and review, corporate law and commercial law.