RATCH SELLER AGREEMENT

Last updated: 20 May 2026

This Seller Agreement (“Agreement”) governs the use of the Ratch marketplace platform (“Ratch”, “Platform”, “we”, “us”, “our”) by any user offering products for sale through the Platform (“Seller”, “you”, “your”).

By creating a seller account, listing products, or using seller services on Ratch, you agree to be legally bound by this Agreement.

1. MARKETPLACE STATUS

Ratch operates solely as an online marketplace platform connecting independent sellers with buyers.

Ratch:

• is not the seller of listed goods;
• does not take title to products;
• does not act as importer, manufacturer, distributor, or reseller;
• does not hold customer funds;
• is not a payment institution or escrow service.

All sales contracts are formed directly between the Seller and the Buyer.

The Seller is solely responsible for fulfilling all obligations arising from sales conducted through the Platform.

2. PAYMENT PROCESSING

All payments are processed by independent third-party payment providers.

By using Ratch, you authorise the applicable payment provider to:

• receive payments from buyers;
• process transactions;
• deduct applicable fees;
• remit funds to you.

Ratch does not:

• receive customer money as trustee or agent;
• operate payment accounts;
• store payment card information;
• guarantee payment processing services.

Your use of third-party payment providers is subject to their own terms and conditions.

Ratch shall not be liable for:

• payment delays;
• failed transactions;
• withheld payouts;
• payment provider account suspensions;
• chargebacks;
• fraud investigations conducted by payment providers.

3. SELLER STATUS AND LEGAL RESPONSIBILITY

You acknowledge and agree that:

• you are an independent seller;
• you are solely responsible for your products and business activities;
• you act in your own name and not on behalf of Ratch.

You are solely responsible for:

• compliance with all applicable laws;
• tax obligations;
• VAT registration where required;
• customs and import obligations;
• consumer rights compliance;
• product safety compliance.

Nothing in this Agreement creates:

• an employment relationship;
• partnership;
• franchise;
• agency relationship;
• joint venture.

4. SELLER ELIGIBILITY

You must:

• be at least 18 years old;
• have authority to operate the business;
• provide accurate account information;
• maintain current contact and payment details.

Ratch may request identity verification documents at any time.

Failure to provide requested information may result in suspension or termination.

5. PRODUCT LISTINGS

5.1 Accuracy

All listings must:

• accurately describe products;
• include truthful photographs;
• clearly disclose pricing;
• state delivery costs and estimated dispatch times.

Misleading or deceptive listings are strictly prohibited.

5.2 Prohibited Products

You must not sell:

• counterfeit goods;
• stolen goods;
• illegal items;
• unsafe products;
• recalled products;
• infringing goods;
• products prohibited under UK law.

Ratch may remove listings immediately without notice.

5.3 Intellectual Property

You warrant that:

• you own or are licensed to use all listing content;
• your products do not infringe third-party rights;
• your listings do not violate trade marks, copyrights, patents, or design rights.

6. CONSUMER LAW COMPLIANCE

You agree to comply with all applicable consumer protection laws, including:

• Consumer Rights Act 2015;
• Consumer Contracts Regulations 2013;
• Consumer Protection from Unfair Trading Regulations 2008;
• General Product Safety Regulations 2005.

You are solely responsible for:

• refunds;
• cancellations;
• statutory warranties;
• returns handling;
• customer complaints.

Nothing in this Agreement excludes consumer rights under applicable law.

7. FEES

Ratch may charge:

• listing fees;
• transaction commissions;
• subscription fees;
• advertising fees;
• optional service charges.

Applicable fees will be published on the Platform.

Ratch may amend fees upon reasonable notice.

Unless otherwise stated, fees are non-refundable.

8. TAXES

You are solely responsible for:

• determining applicable taxes;
• collecting taxes;
• reporting taxes;
• remitting taxes to relevant authorities.

Ratch does not provide tax advice.

9. SHIPPING AND FULFILMENT

You are solely responsible for:

• shipping products;
• delivery performance;
• packaging;
• customs declarations;
• lost parcels;
• insurance.

Dispatch times shown in listings must be accurate.

10. DISPUTES AND CHARGEBACKS

Sellers are responsible for resolving disputes directly with buyers.

Ratch may, at its discretion:

• investigate complaints;
• request supporting evidence;
• remove listings;
• suspend accounts;
• assist in dispute resolution.

Ratch is not liable for:

• chargebacks;
• refund claims;
• buyer fraud;
• seller losses arising from disputes.

11. ACCOUNT SUSPENSION AND TERMINATION

Ratch may suspend or terminate seller accounts immediately where we reasonably believe:

• this Agreement has been breached;
• fraudulent activity has occurred;
• intellectual property infringement exists;
• consumer harm may occur;
• legal or reputational risks arise.

Ratch may remove listings without prior notice.

12. PLATFORM LICENCE

Ratch grants Sellers a limited, revocable, non-exclusive licence to use the Platform for lawful selling activities.

This licence may be revoked at any time.

13. CONTENT LICENCE

You grant Ratch a worldwide, royalty-free, non-exclusive licence to:

• display listings;
• promote products;
• use uploaded content in marketing;
• reproduce content for Platform operation.

You retain ownership of your intellectual property.

14. LIMITATION OF LIABILITY

Nothing in this Agreement excludes liability that cannot legally be excluded under the laws of England and Wales.

To the fullest extent permitted by law, Ratch shall not be liable for:

• loss of profits;
• loss of sales;
• reputational damage;
• indirect or consequential losses;
• customer disputes;
• shipping failures;
• payment provider actions;
• loss arising from Platform downtime.

Ratch’s total liability to any Seller shall not exceed the total fees paid by the Seller to Ratch during the preceding 12 months.

15. INDEMNITY

You agree to indemnify and hold harmless Ratch, its directors, employees, and affiliates against all claims, liabilities, losses, damages, costs, and expenses arising from:

• your products;
• your listings;
• your breach of this Agreement;
• infringement of third-party rights;
• breach of applicable laws.

16. DATA PROTECTION

Sellers must comply with UK GDPR and all applicable data protection laws.

Customer personal data may only be used for order fulfilment and related customer service purposes.

Marketing communications require lawful consent where required by law.

17. CHANGES TO THIS AGREEMENT

Ratch may amend this Agreement at any time by publishing updated terms on the Platform.

Continued use of seller services constitutes acceptance of revised terms.

18. GOVERNING LAW

This Agreement shall be governed by the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction over disputes arising under this Agreement.

19. CONTACT

Ratch 2026

legal@ratch.uk