What is a online marketplace vendor agreement?
Running a multi-vendor marketplace means relying on sellers you don't control to describe products honestly, ship them on time and treat buyers well. When something goes wrong — a counterfeit item, a pile of chargebacks, a seller who stops answering — you need a clear agreement that says what you can do and what the seller agreed to.
This template covers seller verification and approved categories, listing accuracy and a licence to display the seller's photos and text, a standard prohibited-items list you can add to, commission on the item price with or without shipping, optional subscription and listing fees, card fees, payouts on a weekly, fortnightly or monthly cycle after a hold period, and limited holds for fraud or high returns. It sets dispatch times, returns that never undercut consumer law, a review policy that bans fake or bought reviews, taxes including marketplace collection rules, buyer data, suspension with reasons and a chance to respond, ending with notice, and responsibility for products.
- Best for
- Small and niche multi-vendor marketplaces onboarding independent sellers
- Signed by
- The marketplace operator and the vendor
- Money terms
- Commission, optional monthly and listing fees, payout cycle and hold period
- Length
- 3 pages, initialled by both on every page
When to use a online marketplace vendor agreement
- A handmade goods marketplace signing up its first makers
- A regional farm marketplace onboarding producers
- A vintage furniture platform setting rules for dealers
- A B2B parts marketplace formalising terms with suppliers
- A community marketplace replacing click-through terms with a signed agreement for larger sellers
What you fill in
22 blanks, then the name and email of each person who signs: marketplace, vendor.
1 The parties
- Agreement date*
- Marketplace operator (legal name)*
- Marketplace name and web address*
- Vendor (legal name)*
- Vendor business address*
- Vendor's shop name on the marketplace
2 Selling
- Product categories approved*
- Marketplace seller policies*
- Extra prohibited items
3 Fees
- Currency*
- Commission*
- Commission charged on* the item price, excluding taxes and shipping charges · the item price and shipping charges, excluding taxes
- Monthly subscription fee
- Fee per listing
- Card and payment processing fees* included in the commission · charged to the Vendor at cost, in addition to the commission
4 Payouts
- Payouts made* weekly · every two weeks · monthly
- Order becomes payable (days after delivery)*
5 Orders
- Vendor dispatches orders within (business days)*
- Returns* the marketplace's standard returns policy · the Vendor's own returns policy shown on each listing
- Returns accepted within (days of delivery)*
6 Term
- Notice to end the agreement (days)*
- Governing law*
7 Who signs
- Marketplace signature and date, job title, initials on every page · A person authorised to sign for the marketplace operator.
- Vendor signature and date, job title, initials on every page · The seller, or a person authorised to sign for the selling business.
What the online marketplace vendor agreement covers
- Onboarding
- Listings and content
- Prohibited items
- Prices, fees and commission
- Buyer payments and payouts
- Orders and delivery
- Returns, disputes and reviews
- Taxes and buyer data
- Suspension and removal
- Term and ending
- Responsibility
- General
Using the online marketplace vendor agreement, step by step
1 Name the marketplace and vendor
Enter your operating company, marketplace name and web address, and the vendor's legal name, address and shop name.
2 Set what can be sold
List approved categories, point to your seller policies and add anything else you prohibit.
3 Set fees and payouts
Enter the commission and what it applies to, any monthly or listing fee, who bears card fees, the payout cycle and hold period.
4 Set orders, returns and term
Set dispatch time, returns policy and window and notice to end, then send it to the vendor to sign.
Tips before you send it
- Check whether you must collect sales tax or VAT on sellers' sales where you operate — many places have marketplace facilitator rules.
- Your payment provider may require seller identity checks before payouts; the agreement lets you delay payouts until they are done.
- Keep the hold period short and explain it; sellers care most about predictable payouts.
- Use suspension for serious or repeated problems and always give reasons — it keeps good sellers and avoids disputes.
Sign it online in minutes
- Fill in the blanks. Names, dates and amounts go straight into the agreement — the preview shows exactly where.
- Name who signs. Tick “This is me” for your own part. FileIt builds the PDF with every signature, date and initials box on the right line, and you can check or move anything before sending.
- Send it. Each signer gets a secure link and signs from any device — no account needed. The signed PDF, with an audit trail and a Certificate of Completion, is filed in your vault and emailed to everyone.
Online marketplace vendor agreement: frequently asked questions
Who is the seller to the buyer?
The vendor. The sale contract for each order is between the vendor and the buyer, and the vendor is responsible for its products' safety, labelling and legal compliance. The marketplace collects payment on the vendor's behalf.
Can the marketplace hold a vendor's money?
Orders become payable a set number of days after delivery. Beyond that, the marketplace may hold payouts linked to specific orders where there are unusually high returns, complaints or chargebacks or a reasonable suspicion of fraud, and must say why.
Can the marketplace change its fees?
Yes, with at least 30 days' written notice. A vendor who doesn't accept the change can end the agreement before it takes effect.
Can a vendor remove bad reviews?
No. Vendors may reply politely. The marketplace removes reviews only if they break its review policy, not because they are negative, and vendors must not buy, swap or pressure for reviews.
Can it be signed electronically?
In most countries, including the US (ESIGN Act and UETA), the UK, the EU (eIDAS) and Canada, an electronic signature is generally valid for an agreement like this one. FileIt keeps an audit trail and a Certificate of Completion with the signed PDF as evidence of who signed and when.