onTerms Marketplace Module v1.0 — Standard Terms (England & Wales)

onterms:marketplace:1.0.0:EW · Status: v0.9 DRAFT — Not legal advice.

For marketplace / platform intermediaries operating a three-corner relationship (Operator / Seller / Buyer). Immutable adopt-verbatim body; typed Elections; composes with CORE, onDPA (onterms:dpa:1.0.0:EW), the payments module (onterms:payments:1.0.0:EW) for money flow, and the dispute module. Capitalised terms from the Dictionary. This module governs the Operator↔Seller (business-user) relationship; consumer-facing Buyer terms are separate and out of scope.

0. B2B-only

The Operator↔Seller relationship is gated by a registry-verified RegistryAttestation at enrolment (spec/verifier.md §V2). (Where a Buyer is a consumer, consumer law governs the Seller↔Buyer sale directly — not this module.)

1. Structure & role

1.1 The Operator provides a platform intermediary service enabling Sellers to list and transact with Buyers. 1.2 The Operator is an intermediary, not a principal to the Seller↔Buyer contract: the sale is between Seller and Buyer; the Seller is responsible for its listings, goods/services, descriptions, legal compliance, and its contract with the Buyer. The Operator does not warrant Buyer performance.

2. Commission / take-rate — [fix X-2]

2.1 The Operator charges the elected commission on completed transactions, bounded by an explicit maximum so an abusive take-rate cannot validate. 2.2 Commission is deducted from settlement (payments module); changes require notice per clause 5.

• marketplace.commission.ratePct · money-string percent, min "0.00" max "50.00" · "15.00"
• marketplace.commission.fixedPerTxn · money-string ≥ "0.00" · "0.00"

3. Seller onboarding & content responsibility

3.1 The Seller completes onboarding (identity, and where relevant tax/regulatory status) and warrants its listings are accurate, lawful, non-infringing, and that it may sell the listed goods/services. 3.2 The Seller indemnifies the Operator for claims arising from its listings, goods/services or Buyer dealings (subject to CORE caps); the Operator provides the listing tools and the agreed Buyer-facing storefront.

4. Listings, ranking & buyer protection

4.1 The Operator may set reasonable, non-discriminatory listing rules and content moderation (notice-and-takedown for unlawful/infringing listings, clause 7). 4.2 Ranking transparency: the Operator describes the main parameters determining ranking and any differentiated treatment. 4.3 Buyer protection: the Operator operates the elected buyer-protection / dispute-and-refund policy; Seller-funded refunds follow the policy.

• marketplace.buyerProtection.policy · enum {none, standard, enhanced} · standard
• marketplace.ranking.transparencyPublished · bool · true

5. Delisting, suspension & termination (notice + reasons)

5.1 The Operator may restrict, suspend, delist or terminate a Seller for breach, legal/risk reasons, or repeated Buyer complaints — giving the Seller a statement of reasons and reasonable prior notice, except where immediate action is required by law/risk or for illegal content (where notice may follow). 5.2 The Seller may terminate on notice; accrued settlement obligations survive. 5.3 P2B-style fairness as a voluntary contractual floor — [fix X-6]: clauses 4.2 and 5.1 (ranking transparency; reasons + notice on delisting/termination) are adopted as a voluntary, contractual best-practice baseline aligned to the principles of the EU Platform-to-Business Regulation (2019/1150) — they are not presented as mandatory retained UK law (the Operator may exceed them). They apply because this module adopts them, not because they are imposed.

6. Payments flow

Money movement (collection, settlement timing, reserves, chargebacks, payout) is governed by the payments module where incorporated; otherwise the Order sets settlement timing. The Operator is not the Buyer's or Seller's bank.

7. IP & notice-and-takedown

The Operator operates a notice-and-takedown process for alleged IP infringement or unlawful content; repeat-infringer Sellers may be removed. Sellers warrant non-infringement and respond to valid notices.

8. Data protection

Personal data Processing (Buyer/Seller data) is governed by onDPA; the Order/onDPA fixes who is Controller/Processor for each activity. Neither party re-uses the other's customer data outside the platform purpose.

9. Liability (CORE) — [fix X-1/X-2]

9.1 General cap = the greater of (a) the elected multiple × the commission paid and payable to the Operator (for Operator liability) / the Seller's relevant fees (for Seller liability) over the relevant period and (b) the monetary floor, where the monetary floor is one-directional — it raises the cap only on claims brought by the small party; it is never that party's own exposure ceiling. A fixed-sum cap basis, if elected, must carry a non-zero floor (a "fixed sum of 1.00" cannot validate). 3× super-cap for data/security; fixed uncapped carve-outs (death/PI, fraud, IP indemnity, confidentiality, payment). Consequential loss excluded. 9.2 Disputes per the dispute module; governing law England & Wales default.

• marketplace.liability.capBasis · enum {fees_multiple, fixed_sum} · fees_multiple
• marketplace.liability.capMultiple · enum {1, 1.5, 2, 3} · 1
• marketplace.liability.floor · money-string, min "1000.00" (a fixed_sum basis requires a floor ≥ this) · "1000.00"

Elections (consolidated)

Hard-coded E&W overlays (not Elections)

Operator is an intermediary, not principal, to the Seller↔Buyer sale; P2B-style fairness is a voluntary contractual floor, not mandatory retained law; CRTPA 1999 excluded; death/PI + fraud never excluded; UCTA-reasonable mirrored caps with a one-directional floor; commission and any fixed-sum cap are bounded (no abusive take-rate / derisory fixed cap can validate); governing law E&W default; composes with CORE/onDPA/payments/dispute.