You are building a platform that connects buyers with sellers. Perhaps it is community-run food businesses, tradespeople, or goods from suppliers overseas. Your terms say: “We are only a marketplace. We are not responsible for what sellers do.” Then a customer receives a faulty product, the seller stops replying, and the complaint lands in your inbox.
Whether that sentence in your terms protects you is one of the first marketplace platform legal requirements in the UK to understand. The answer depends on what your business actually does, not just on what your terms say.
What Is the Difference Between a Marketplace and a Seller?
A seller (in legal terms, a “principal”) sells goods or services to the customer in its own right. The customer’s contract is with that business, and it carries the legal duties that come with it.
A marketplace is an intermediary: it introduces buyers to sellers, and the contract for the goods is between the buyer and the seller, not with you. Your role is closer to a broker or an introducer.
Being a true intermediary is attractive, because the seller, not you, generally answers to the buyer. But the label is a starting point, not the answer.
How Does English Law Decide Which One You Are?
Courts and regulators start with your terms, but test them against how the business actually runs. Terms that match reality carry real weight. Terms that say “we are only a platform” while the business behaves like a seller will not protect you.
These are the questions that usually matter:
- Who sets the price? If you decide what customers pay, you look more like a seller.
- Whose name is on the contract and the invoice? Is it “sold by” the seller or “sold by” you?
- Who takes the money? If customers pay you and you pass it on, you are more closely involved.
- Who handles delivery, returns and refunds? If customers deal only with you after the sale, you look like the one standing behind it.
- How is the brand presented? If customers reasonably believe they are buying from you, that belief carries weight.
The Consumer Rights Act 2015 is the main statute for sales to consumers. It says goods must be of satisfactory quality, must match their description, and must be fit for any particular purpose the buyer has made known, and it gives consumers a right to reject faulty goods and receive a refund. These duties fall on the trader who sells to the consumer. If your platform sells in its own right, those duties are yours. If it acts in the seller’s name, the seller is generally the trader, but the consumer-protection rules in the next section can still reach a platform for the information it presents, whatever it calls itself.
What Do the New Consumer Rules Mean for Platforms?
The consumer-protection part of the Digital Markets, Competition and Consumers Act 2024 came into force on 6 April 2025, replacing the older Consumer Protection from Unfair Trading Regulations 2008 for practices from that date. It gives the Competition and Markets Authority (CMA) the power to enforce consumer law directly and to impose penalties of up to £300,000 or 10% of worldwide turnover, whichever is higher.
Three points matter for platforms in particular:
- Fake reviews. The Act bans fake reviews, and platforms that host reviews are expected to take reasonable and proportionate steps to prevent their publication and to remove them.
- Drip pricing. This is where a headline price is shown and non-optional fees are added later. The total price, including mandatory fees, must be clear up front.
- Marketplace responsibility. The CMA’s guidance says a marketplace operator that presents information about products listed by others is responsible for that information being compliant, and that both the operator and the seller may be held responsible where the invitation to purchase breaks the rules.
In short, “the seller’s problem” is not a safe assumption for a platform.
If your platform lets users post content such as listings or messages, the Online Safety Act 2023 is also likely to be relevant, because online marketplaces are generally treated as “user-to-user services”. The limited exemption covers services where users can only comment on or review content the provider itself publishes, so a marketplace where sellers post listings is unlikely to qualify.
What Should I Put in Place Before Launch?
- Decide your model on purpose. Choose whether you are a seller or an intermediary before you write a single term, then build the business to match.
- Use separate, tailored contracts. A marketplace normally needs terms for sellers and terms for buyers, plus a privacy notice. One generic document copied from a large platform rarely fits.
- Know who your sellers are. Decide how you check them and how buyers can tell whether they are buying from a business or a private individual. A platform’s own threshold for treating someone as a business is not the legal test of who counts as a trader.
- Set up a complaints and refunds process. Customers will contact you first, whatever your terms say.
- Moderate reviews properly. Have a clear, honest process for checking and publishing them.
- Check payments before you build them. The FCA lists online marketplaces among the businesses that may need authorisation or registration for payment services, particularly where customers’ money is paid into an account you control before it reaches the seller. Offering payment services without being authorised or registered is an offence. This is a regulatory question that may need specialist advice, and it is better asked before launch than after.
What Mistakes Do Platform Founders Usually Make?
The most common mistake is relying on the sentence “we are only a platform” while running a business that behaves like a seller.
The second is copying terms from a well-known marketplace. Those terms were written for a different business, with different risks and a legal team behind them.
The third is assuming that rules from another country apply here, or that a platform based abroad is outside UK consumer law. If you sell to UK consumers, UK law is likely to matter.
The fourth is treating payments as a technical feature rather than a legal question.
Do I Need a Solicitor to Launch a Marketplace?
If you are testing a simple listings directory with no payments, no commission and only business customers, you can take a careful first step with well-adapted templates.
Once you take payments, charge commission, sell to consumers or hold money for sellers, take advice before launch. That is when the structure and the contracts need to match how the business really works.
Planning a Marketplace? Start With the Structure
The legal position of a marketplace is decided early, in the way you design the business. If you are planning to launch, I offer fixed-fee advice so you know the cost before we start.
This post is for general information only and does not constitute legal advice. For advice specific to your situation, contact Wael directly.