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Home / Contracts & Documents / Marketplace & Seller Agreement
Last updated: 2 October 2026
Online marketplaces need clear terms with the sellers who list on them — commissions, listings, fulfilment, returns, payments and liability. Expertvuw’s team drafts marketplace seller agreements that reflect the E-Commerce Rules, GST TCS and intermediary obligations.
A marketplace agreement sets the relationship between an online platform (a marketplace e-commerce entity) and the sellers listing on it. It covers seller eligibility and KYC, listing and content standards, pricing freedom, commissions and fees, payment collection and settlement cycles, fulfilment and logistics, returns and refunds, customer grievance handling, IP and counterfeit controls, data use, and suspension and termination.
The Consumer Protection (E-Commerce) Rules, 2020 require marketplaces to display seller details, have a grievance officer, not manipulate prices, and obtain undertakings from sellers on the accuracy of product information. Under GST law, e-commerce operators must collect tax at source (TCS) on sales made through them by other suppliers and file the related returns. Marketplaces that qualify as intermediaries also have due diligence duties under the IT Rules, 2021.
Marketplaces with foreign investment must follow the FDI policy for the marketplace model, which restricts owning inventory and controlling sellers’ pricing.
Basis: Consumer Protection (E-Commerce) Rules, 2020; CGST Act, 2017 (section 52 – TCS by e-commerce operators); IT (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021; Consolidated FDI Policy (e-commerce). Last updated: 27 September 2026.
Seller details, grievance officer and fair practices required.
Marketplaces collect TCS on third-party sales.
Due diligence duties under the IT Rules, 2021.
Accuracy of product information must be confirmed.
Foreign-funded marketplaces cannot hold inventory.
Takedown and IP complaint processes should be defined.
Marketplace disputes often concern settlements and liability.
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Marketplace agreements connect with these services.
Platform terms for buyers.
Refund and returns policy.
Supplier contracts.
GST TCS and e-commerce GST.
Review the marketplace model.
Prepare seller agreement and policies.
Match buyer terms and refund policy.
Business and compliance review.
Implement click-through acceptance.
Revise as rules change.
Operate the marketplace in line with the terms.
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Share your query and our team will reply during business hours.
A contract between an e-commerce platform and its sellers covering listings, fees, payments, returns and liability.
Yes. E-commerce operators must collect TCS on sales by other suppliers through the platform.
Display of seller details, a grievance officer, fair practices and seller undertakings, among others.
No. The FDI policy allows only the marketplace model for foreign-funded e-commerce.
Yes, with clear IP complaint and takedown processes.
ACS – Director, Expertvuw Management Pvt Ltd
Agreements and policies are drafted by Expertvuw’s team for your review and negotiation. Where you need a legal opinion, dispute advice or representation, it is provided by independent advocates. Expertvuw is a corporate services company, not a law firm.