Seller Agreement

1. Parties, scope, and onboarding

This Seller Agreement is between you (the "Seller") and Bitroad Limited ("Bitroad", "we", "us"), whose details appear at the top of this page. It applies whenever you list or sell on the Bitroad marketplace and is in addition to the Marketplace Terms of Service and Privacy Policy. Where this Agreement and the Marketplace Terms conflict on a seller-specific matter, this Agreement governs.

To sell, you must complete onboarding with our payment provider, Stripe, including Stripe Connect. Stripe carries out the identity and anti-money-laundering ("KYC/AML") checks required of the regulated payment provider. Bitroad relies on those checks and does not itself carry a separate KYC/AML obligation as marketplace operator; your ability to sell is conditional on passing them. We reserve the right to decline, suspend, or terminate a Seller to comply with sanctions or other legal obligations.

2. Your listings

You are responsible for your listings and for the goods you sell, including their description, price, images, availability, safety, labelling, and legal compliance. Listings must be accurate and must not mislead. You must correctly indicate whether you sell as a trader or as a private individual; most sellers on Bitroad are traders.

You must provide and keep current a genuine trading identity and a geographic trading address as part of onboarding. This is required so that lawful order confirmations can be issued (see section 3). You warrant that this identity and address are true and that you are entitled to sell what you list.

3. Order confirmations issued on your behalf

Consumer law requires certain pre-contract and post-contract information to be given to buyers in a durable form. You appoint Bitroad as your agent to send the order-confirmation notice to buyers on your behalf for orders placed through the Platform, and you authorise us to include your trading identity, address, and contact details in it. You warrant that those details are accurate and remain responsible for the underlying obligation to provide them.

4. Prohibited and restricted items

You must not list or sell anything unlawful, and you must not list or sell items in the following prohibited categories. These map to the nine categories our automated screen enforces, plus a catch-all:

1. Weapons — firearms, ammunition, and offensive weapons (including flick knives, stun guns, and knuckledusters).
2. Alcohol — beer, wine, spirits, and other alcoholic drinks.
3. Tobacco and vapes — cigarettes, cigars, tobacco, nicotine products, and e-cigarettes/vapes.
4. Prescription medicines — prescription-only medicines and controlled pharmaceuticals.
5. Controlled substances — illegal drugs and controlled substances.
6. Adult content — pornographic material and adult products.
7. Gambling — lottery tickets, scratch cards, casino chips, and similar.
8. Live animals — live animals of any kind.
9. Hazardous materials — fireworks, asbestos, compressed-gas cylinders, and other dangerous goods.
10. Anything else prohibited by law or that we reasonably determine is unsafe, illegal in the buyer's or seller's jurisdiction, or otherwise unsuitable for a general marketplace.

You must not include, in a listing or any other content, material designed to manipulate, mislead, or subvert automated systems — such as hidden instructions or prompt-injection aimed at buyers' AI agents or at Bitroad's own systems. Doing so is a serious breach of this Agreement.

5. Screening is not a guarantee

We may operate automated keyword and other screening to help keep prohibited items off the marketplace. This screening is discretionary and is not a guarantee: it does not verify or approve your goods, it may not catch every prohibited item, and it does not transfer responsibility to us. You remain fully responsible for the legality and safety of what you sell. We do not represent to buyers that items have been "checked" or "screened for safety".

6. Fees

Bitroad charges a platform fee on each completed sale, deducted from the sale proceeds before payout:

Payment-processing fees charged by Stripe, and any taxes, are separate from the Bitroad platform fee. Different rates may apply where separately agreed in writing, including Founding 50 accounts (see section 7). Where Bitroad is required to collect a tax such as UK VAT on a sale (section 10), the amount we retain to remit that tax is in addition to the platform fee and is taken from the inclusive price.

7. The Founding 50 programme

Our promise to the first 50 sellers on Bitroad is this:

As a Founding 50 seller, you pay no Bitroad seller fee, ever, for as long as your account stays active. When we introduce fees for everyone else, your rate stays at zero.

7.1 A permanent commitment

This is a permanent commitment, not a promotion we can end on notice. It endures for the life of your active account and is not terminable at will. It survives general changes to our fees under the Marketplace Terms.

7.2 What "active" means

Your account is "active" for this purpose while you maintain at least one live listing and current Stripe Connect onboarding. You do not need to make any particular number of sales to keep your zero fee.

7.3 What the zero fee covers

Your zero fee means no Bitroad seller fee. It does not waive third-party charges: Stripe's payment-processing fees and any applicable taxes still apply, as they do for all sellers.

7.4 The only way this can change

We may vary the Founding 50 fee terms only where a change in law, a regulator, or our payment provider requires it, only to the minimum extent necessary, and on at least 30 days' notice. This narrow reservation overrides the general change-of-terms mechanism in the Marketplace Terms for Founding 50 accounts; no other basis for change applies to them.

7.5 Programme details

The programme is capped at 50 sellers and, once full, is closed. Places are non-transferable. We keep a dated internal register of Founding 50 members numbered 1 to 50. Founding 50 sellers may display a badge reading "Confirmed as one of the first 50 sellers on Bitroad". Where we show a live count of remaining places, that count is accurate and reflects the true number remaining. Founding 50 sellers also receive the standard-payout benefit in section 8.

8. Payouts and payout tiering

Payouts are made to your Stripe balance on Stripe's schedule. To manage risk, we apply payout tiers, published here:

We may move a Seller to a more cautious tier — for example on a negative balance, an elevated rate of disputes, or missed return-label deadlines — and will give notice when we do.

9. Refunds, return costs, and your balance

You fund refunds and buyer-facing return costs on your sales, including the prepaid return labels required by the Returns & Disputes Policy. You must maintain a sufficient balance, or authorise us and Stripe to debit you, to cover refunds, chargebacks, return-shipping costs, and adjustments. You are liable for any deficit. Where a buyer is auto-refunded because you did not upload a return label in time, we recover that amount from you. We may suspend payouts or selling while your balance is negative.

10. Tax, including UK VAT

You are responsible for your own taxes on your sales, except where deemed-supplier or marketplace-facilitator law places the obligation on Bitroad, in which case Bitroad collects and remits the tax. This exception is live for UK VAT.

10.1 UK VAT deemed-supplier rule

Non-UK sellers may sell on Bitroad but must dispatch from UK-located stock. Where an overseas seller sells goods that are in the United Kingdom at the point of sale to a UK buyer, UK VAT law makes the marketplace the deemed supplier for VAT purposes at any order value. In those cases:

• Bitroad accounts for and remits the UK VAT to HM Revenue & Customs;
• VAT is carved out of the inclusive price shown to the buyer — the buyer pays the same displayed price;
• you, the Seller, receive the sale proceeds net of that VAT, and Bitroad retains the VAT portion (via the payment application fee) to remit it.

You must give us accurate information about where your stock is located and your own VAT status.

11. Orders placed by buyers' agents

Many orders are placed by a buyer's AI agent acting within spending limits set by the buyer. You may treat an order that passed Bitroad's delegation checks as authorised by the buyer and fulfil it accordingly (the "safe harbour"). This does not change your obligations to deliver conforming goods or the buyer's statutory rights.

12. Returns and disputes

You must honour the Returns & Disputes Policy, which applies uniformly across the marketplace. In summary, you must: accept 30-day change-of-mind returns with no restocking fee; upload a prepaid return label within 2 business days of approving a return; bear the cost of return shipping; refund promptly on receipt; and honour statutory faulty-goods rights. If you miss the label deadline, the buyer is auto-refunded and the amount is recovered from you. You must respond to disputes within 72 hours.

13. Suspension, termination, and survival

You may close your store at any time; we will guide you through settling in-flight orders and any outstanding balance. We may suspend or terminate your selling privileges for breach of this Agreement, legal or risk reasons, or a persistent negative balance, giving such notice as is reasonable in the circumstances (immediately where necessary to prevent harm or comply with law).

On termination, obligations that by their nature should survive do so — including outstanding fees and balances, refund and return obligations for orders already placed, tax obligations, liability and indemnity provisions, and our record-retention obligations. The Founding 50 commitment ends only when the account is no longer active as defined in section 7.

14. Liability between us

Nothing in this Agreement excludes liability that cannot lawfully be excluded (including for death or personal injury caused by negligence, or for fraud). Subject to that, neither party is liable to the other for indirect or consequential loss, or for loss of profit or loss of data; and Bitroad's total liability to you under or in connection with this Agreement is capped at the greater of (a) the platform fees you paid us in the prior 12 months and (b) £1,000 (or the equivalent value in the relevant local currency, converted at the exchange rate on the date of the claim). This B2B cap is set with the Founding 50 zero-fee position in mind.

As a business principal or Seller, you indemnify us against losses arising from your breach of this Agreement, your listings or goods, or the warranties you give about your identity and authority.

15. Governing law

This Agreement is governed by the law of England and Wales, and the courts of England and Wales have jurisdiction.

16. Changes to this Agreement

We may change this Agreement for a valid, stated reason, on at least 30 days' notice for material changes, without retroactive effect on orders already placed, and with a free right to close your store before a change takes effect. The Founding 50 fee commitment can be changed only under the narrow reservation in section 7.4.