Marketplace Terms of Service

1. Who we are and what these terms cover

These Marketplace Terms of Service (the "Terms") are between you and Bitroad Limited ("Bitroad", "we", "us"). Our full company details are set out at the top of this page. By accessing or using the Bitroad marketplace, our websites, APIs, or agent interfaces (together, the "Platform"), you agree to these Terms. If you do not agree, do not use the Platform.

These Terms are presented to you, and require an affirmative action to accept (such as checking a box or clicking to agree), before you complete registration or place your first order. Acceptance is not inferred from continued browsing alone.

Sellers are additionally bound by the Seller Agreement; our handling of personal data is described in the Privacy Policy; returns, cancellations, and disputes are governed by the Returns & Disputes Policy. Those documents form part of your agreement with us.

Nothing in these Terms affects your statutory rights as a consumer. Where any provision here would reduce a right the law gives you, that provision does not apply to you to that extent.

Age. The Platform is intended for use by individuals aged 18 and over. By using the Platform you confirm that you are 18 or older, or that you are using it under the direct supervision of a parent or legal guardian who has agreed to these Terms on your behalf.

2. How Bitroad works

Bitroad is a marketplace intermediary. We provide the technology that lets sellers list goods and services and lets buyers (and buyers' AI agents) discover, order, and pay for them. When you place an order, the contract of sale is formed directly between you and the seller. Bitroad is not a party to that contract, is not the seller, reseller, importer, or manufacturer of the goods, and does not take title to them.

This intermediary position does not remove any responsibility we have to you under applicable law, including any duties that marketplace-operator, product-safety, or consumer-protection rules place on us directly (for example under the Digital Markets, Competition and Consumers Act 2024). Sellers must clearly indicate whether they are acting as a trader or a private individual, and we surface that status on listings.

Some jurisdictions treat an online marketplace as a "marketplace facilitator" for tax purposes. That is a tax-collection concept only and does not make Bitroad the seller of, or liable for, the goods. Where such rules apply, they are addressed in the Seller Agreement and the section on tax below.

3. AI agents acting on your behalf

Bitroad is designed for agent-first commerce: you can connect your own AI agent and authorise it to transact for you. The following terms govern that relationship.

3.1 You are the principal; the agent is your tool

Every agent on Bitroad acts for a named human or business "principal". You are the principal for any agent you connect. The agent is your representative; it is not an independent party and it is not a Bitroad service. When your agent confirms a purchase within the authority you have given it, a binding contract is formed between you and the seller, on the same terms as if you had clicked "buy" yourself.

3.2 Setting a delegation is your consent

You authorise your agent by creating a "delegation" that sets spending limits — per transaction, per day, and in total. An agent has no purchasing authority when first connected; it can only transact once you have actively set these limits yourself, and it cannot change or expand them on its own. Creating that delegation is your consent to the purchases your agent makes within it; separate human approval is not required for each individual order.

3.3 You are bound within your limits

If your agent buys within the limits you set, you are bound by that purchase even if it was not what you would have chosen — the limits are the protection. The limits also cap your exposure if your agent is manipulated (for example by a malicious listing). We do not treat a purchase as authorised where we failed to enforce a limit you set, and your delegation never removes a statutory cancellation right.

3.4 You are still a consumer

Buying through an agent does not change your legal status. If you are an individual acting outside your trade, business, craft, or profession, you are a consumer and you keep the full set of consumer protections — cancellation, returns, and quality rights — exactly as if you had ordered by hand.

3.5 A named human stands behind every agent

We require a named human or identified business behind every agent. You represent and warrant that you are that person or entity, that the identity and contact details you give us are accurate, and that you are authorised to bind any business on whose behalf you act. Business principals additionally indemnify us against losses arising from breaches of these warranties; we do not seek an indemnity from consumer principals.

3.6 Who is responsible for what

Responsibility sits with the party in control: you bear the actions of your agent taken within your delegation (including where your agent is manipulated, up to your caps); sellers bear their listings, fulfilment, and the conformity of what they sell; and Bitroad bears its own platform failures, subject to the liability limits in section 11 and to the rule that we never exclude liability the law forbids us to exclude.

3.7 Sellers can rely on a validated order

A seller may treat an order that passed Bitroad's delegation checks as authorised by the principal and may fulfil it accordingly. Sellers need this certainty to ship with confidence.

4. Accounts and access

You must give accurate registration information and keep your credentials secure. You are responsible for activity under your account and under any agent or API key you create, except to the extent it results from our own failure.

Access to the marketplace is curated, not vetted. Our checks are limited: we confirm a working email address and that a seller has completed Stripe's onboarding. We do not represent that we verify a seller's identity, integrity, products, or suitability, and "curated" is not a statement that any seller or item has been vetted or approved by us. We never describe a seller as "verified".

5. Buying on Bitroad

Prices, availability, and product information are provided by sellers. When you (or your agent) start a purchase, we create a short-lived "purchase intent" that reserves stock and snapshots the price. A purchase intent expires after 15 minutes if not confirmed. Cancelling an unconfirmed purchase intent is always free.

At the moment of confirmation we re-check the price against the snapshot within a small fixed per-unit tolerance; if the price has moved beyond that tolerance the purchase does not complete. A contract of sale is formed with the seller when the purchase is confirmed and payment is authorised.

Once an order is confirmed you cannot simply cancel it at will. This is an operational rule and is subject to your statutory cancellation right (for example the 14-day cooling-off right on many consumer distance sales), your remedies for faulty or misdescribed goods, and any other right the law gives you that cannot be excluded. How to exercise these is set out in the Returns & Disputes Policy.

6. Monitoring and anomaly auto-pause

To protect buyers, sellers, and the platform, we operate automated checks that may pause or hold activity that looks anomalous (for example, spending patterns that suggest a compromised agent). This is a discretionary right, not a promise. We do not warrant that our systems will detect or prevent misuse, fraud, or error, and exercising or not exercising this right creates no liability for us beyond section 11. Where activity is paused, a human review route is available.

7. Fees

Using Bitroad as a buyer is free; the price you see is the price you pay. Sellers pay Bitroad a platform fee, which is deducted from their sale proceeds before payout and is described in the Seller Agreement. Where the law makes Bitroad responsible for collecting a tax such as VAT on a sale (see section 8), that tax is accounted for within the price shown and does not add a separate charge to you at checkout.

8. Payments and tax

Payments are processed by Stripe. Stripe is the regulated payment services provider; Bitroad does not hold, control, or transmit your funds and never takes payment into a Bitroad bank account for onward payout to sellers. For goods, funds are paid directly into the seller's Stripe balance at the time of charge. Your use of the payment functionality is subject to Stripe's applicable terms.

The contracting Stripe entity is Stripe Payments UK Limited, an electronic money institution authorised by the Financial Conduct Authority for the issuing of electronic money (firm reference number 900461).

Sellers are responsible for their own taxes, except where deemed-supplier or marketplace-facilitator law places the obligation on Bitroad, in which case Bitroad collects and remits it. In particular, for UK VAT, where an overseas seller sells goods that are located in the United Kingdom at the point of sale to a UK buyer, UK law makes the marketplace the deemed supplier for VAT. In those cases Bitroad accounts for UK VAT to HM Revenue & Customs. VAT is calculated out of the inclusive price shown; the buyer pays the same displayed price, and the seller receives the price net of that VAT. This is explained further in the Seller Agreement.

9. Returns, cancellation, and disputes

Returns, cancellations, refunds, and the dispute process are governed by the Returns & Disputes Policy, which forms part of these Terms. That policy provides, among other things, a uniform 30-day change-of-mind return with free return shipping and no restocking fee, full statutory faulty-goods rights, and a structured dispute process. Your statutory rights sit above every operational window in that policy and are never reduced by it.

10. Acceptable use

You must not use the Platform to:

• list, buy, or facilitate anything unlawful, or any item in a prohibited category (see the Seller Agreement for the full list);
• impersonate any person or misrepresent the human or business behind an agent;
• interfere with, overload, probe, or attempt to bypass the Platform's security, rate limits, or spending controls;
• craft listings, messages, or other content designed to manipulate or mislead automated systems or other users' AI agents (for example, prompt-injection through listing content); or
• infringe others' intellectual-property, privacy, or other rights.

We may suspend or restrict access, remove content, or pause activity where we reasonably believe these Terms have been breached or to comply with law.

11. Our liability to you

We never exclude or limit liability for: death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; your statutory rights as a consumer under the Consumer Rights Act 2015; or anything else the law does not allow us to exclude or limit.

Subject to that, and except for the non-excludable matters above:

• we are not liable for indirect or consequential loss;
• for business users only, we are not liable for loss of profit or loss of data;
• our total liability to a consumer for any failure is capped at the greater of (a) the aggregate value of all orders affected by that failure and (b) £100 (or the equivalent value in the buyer's local currency — including US dollars or euros — converted at the exchange rate on the date of the claim); and
• our total liability to a business user is capped at the greater of (a) the platform fees that user paid us in the 12 months before the event giving rise to the claim and (b) £1,000 (or the equivalent value in the relevant local currency, converted at the exchange rate on the date of the claim).

Bitroad is not liable for the acts or omissions of sellers, of buyers, or of a buyer's agent acting within its delegation. Claims about the goods themselves lie against the seller.

12. Governing law and disputes

These Terms and any dispute arising from them are governed by the law of England and Wales, and the courts of England and Wales have non-exclusive jurisdiction. You may also bring proceedings in the courts of your own place of residence where applicable law gives you that right. If you are a consumer resident elsewhere, you keep the full benefit of any mandatory consumer-protection law of your country or state of residence — including any protection that cannot be waived by contract — and nothing here limits your right to bring proceedings in that jurisdiction where the law entitles you to do so. We do not impose mandatory arbitration or a class-action waiver on you.

13. Changes to these Terms

We may change these Terms from time to time, but only for a valid, stated reason (for example to reflect a change in law or regulation, in our services, or in how the Platform operates). When we do:

• for changes that materially affect consumers, we give at least 30 days' advance notice by email before they take effect (non-material changes take effect when posted);
• you may close your account and stop using the Platform, free of charge, before a change takes effect; and
• changes do not apply retroactively to orders already placed.

A separate, narrower change mechanism applies to the Founding 50 seller fee commitment, as described in the Seller Agreement.

14. Contact

General support: [email protected]. Complaints: [email protected].