Marketplace Vendor Agreement

Marketplace Vendor Agreement

This agreement is between Ethical Holdings Ltd (“we”, “us”, “Coffee Nerdery”) and the roaster named below (“you”, “the Vendor”).

It covers the terms under which your coffee products are listed and sold through the Coffee Nerdery Collective at coffeenerdery.com.

We’ve written this agreement in plain English because we believe clarity is more valuable than legal jargon. If anything is unclear, ask us.

1. What is Coffee Nerdery Collective

The Coffee Nerdery Collective is an online marketplace where buyers can discover and purchase speciality coffee from vetted UK roasters.

How it works

  1. Your products are listed on coffeenerdery.com alongside coffees from other vendors.
  2. When a buyer places an order, it arrives in your Shopify dashboard like any other online order.
  3. You fulfil the order directly. You pack and ship the coffee to the buyer yourself.
  4. There is no intermediary warehouse, no bulk batching, and no extra handling. The buyer receives the same product they would get if they bought from your own website.

2. Commission

Coffee Nerdery takes a flat 15% commission on every sale made through the marketplace.

What this means in practice

  1. The 15% is calculated on the total sale price (excluding shipping charged to the buyer).
  2. This 15% includes all Shopify processing fees. There are no additional charges.
  3. You receive 85% of the product sale price and 100% of the shipping charged to the buyer (if any).
  4. There are no upfront fees, monthly fees, listing fees, or minimum volumes.
  5. You only pay commission on completed sales.

How and when you get paid

Shopify handles payments automatically. When a buyer completes an order on coffeenerdery.com, Shopify processes the transaction and releases your share (85% of the product sale price) directly to your connected Shopify Payments account. There is no manual invoicing and no payment runs from Coffee Nerdery.

During our internal testing, we have seen payments processed in as little as one hour after the order is placed. However, the actual timing of funds arriving in your bank account depends on when Shopify releases the payout to you, which follows your existing Shopify Payments payout schedule. Coffee Nerdery does not hold your money at any point in the process.

What will not change

The 15% commission is the same for every roaster on the marketplace. We do not offer volume discounts, negotiated rates, or preferential terms to any vendor.

If we ever need to change the commission rate, we will notify all vendors in writing at least 60 days before the change takes effect. You will have the option to withdraw from the marketplace before any new rate applies.

3. Your Products

Listing

  1. After the initial onboarding, your products are listed on the marketplace automatically by default. This requires no ongoing work from you.
  2. You can exclude specific products at any time. If there are coffees you don’t want listed (limited editions, pre-orders, wholesale-only products, or anything else), you can remove them from the marketplace without affecting your other listings.
  3. We may enhance your product descriptions (for example, adding tasting notes, origin details, or brewing guidance) to improve the buyer experience and search engine visibility. We will not misrepresent your products. If you believe a description is inaccurate, let us know, and we will correct it promptly.

Quality and fulfilment

  1. You are responsible for fulfilling orders to the same standard as orders placed through your own website. The buyer should receive the same product, the same packaging quality, and the same shipping speed.
  2. You are the seller. The buyer’s order is with you, fulfilled by you, and your brand is clearly identified throughout the process.
  3. If a product goes out of stock or becomes unavailable, you are responsible for updating your Shopify inventory. We rely on your live inventory data to prevent overselling.

4. What We Commit To

These are our commitments to you as a marketplace vendor:

  1. Fair treatment. No vendor receives preferential placement, boosted visibility, or better terms than any other. Your position in search results and recommendations is determined by relevance to the buyer, not by your sales volume or your relationship with us.
  2. Free quiz traffic stays free. If your products appear in our Discovery Quiz results, that visibility is earned by the relevance of your coffee. It costs you nothing, and it will never cost you anything. Quiz placement is completely independent of marketplace participation.
  3. No penalty for opting out. If you leave the marketplace, your coffees remain eligible for the free quizzes and directory. We will not reduce your visibility, remove your listings from the free tools, or treat you differently because you chose not to participate in the paid channel.
  4. Transparency. We publish our commission structure openly and will share aggregate marketplace performance data. If we change how the marketplace works, you will hear about it before it happens.
  5. Enhanced visibility. We invest in SEO and content to drive qualified traffic to the marketplace. When buyers find your coffee through search engines via our enhanced descriptions, you benefit from visibility you did not have to create or pay for separately.

5. Customer Service and Disputes

  1. Coffee Nerdery handles first-line customer enquiries about orders placed through the marketplace (order status, general questions, and platform navigation).
  2. You are responsible for product-related issues: quality concerns, shipping damage, incorrect items, or fulfilment delays. You are the seller, and the buyer’s product experience is in your hands.
  3. If a buyer requests a refund for a legitimate reason (damaged product, wrong item, non-delivery), you are responsible for processing that refund. The commission on refunded orders will be credited back to you once you provide evidence of the refund.
  4. We expect you to respond to customer issues within 2 business days. If a pattern of unresolved complaints emerges, we will discuss it with you directly before taking any action.

6. Joining, Commitment Period, and Leaving

Joining

Participation in the marketplace is voluntary. You are joining because you choose to, not because it is a condition of being listed on Coffee Nerdery’s free discovery tools.

Minimum commitment

When you join the marketplace, you commit to participating for a minimum of 12 months from the date of this agreement. During that period, you must have at least one coffee product listed and available for sale on the marketplace at all times.

You may choose which products to list and may rotate, add, or remove individual products freely, as long as at least one product remains available.

After the initial 12-month period, the agreement continues on a rolling basis and you may leave at any time by giving us 30 days’ written notice.

Early termination

Either party may end this agreement before the 12-month period expires, without penalty, if any of the following apply:

  1. You stop selling coffee online entirely. If you remove all coffee products from your own website and are no longer trading as a coffee roaster, this agreement ends automatically.
  2. Either party ceases trading or becomes insolvent. If either Coffee Nerdery or the Vendor goes out of business, enters administration, or is otherwise unable to operate, this agreement ends immediately.
  3. Material breach. If either party materially breaches this agreement and fails to remedy the breach within 14 days of written notice, the other party may terminate immediately.

Platform Access and Partner Account

The Vendor agrees to keep the Collective application installed and active for a minimum of 12 months from their initial onboarding date. The Vendor further agrees to create a Partner account for Ethical Holdings Ltd within their platform and to maintain that access without interruption for the same 12-month period. Removal of the application or revocation of Partner account access prior to the expiry of this period shall constitute a material breach of this Agreement.

Leaving after the commitment period

After the initial 12 months, you may leave the marketplace at any time by disconnecting from Shopify Collective or by notifying us in writing with 30 days’ notice. There is no exit fee and no penalty.

Outstanding orders

Regardless of when or why this agreement ends, any orders already placed and paid for must still be fulfilled. You cannot cancel orders that buyers have already completed.

Removal by Coffee Nerdery

We may remove a vendor from the marketplace if they consistently fail to fulfil orders, deliver substandard products, or behave in a way that damages the trust of our buyers. We will always try to discuss concerns with you before taking this step, except in cases of clear fraud or serious misconduct.

7. Intellectual Property

You grant Coffee Nerdery permission to use your brand name, logo, product images, and product descriptions for the purpose of listing and promoting your products on the marketplace and in related marketing materials (social media, email, content). This permission lasts for as long as you are a marketplace vendor and ends when you leave.

We will not alter your brand identity or misrepresent your products. The enhanced descriptions we create are additions to your product information, not replacements.

If you leave the marketplace, the permission granted above ends for new content. However, any content we created or published during your participation (blog posts, social media posts, emails, case studies, or other marketing materials that feature your brand or products) may remain published. We are not required to remove or edit any existing content created in good faith while you were an active vendor. If specific published content becomes factually inaccurate after your departure, we will make reasonable efforts to update or annotate it if you ask us to.

Surviving licence for existing content

When you leave the marketplace, we will remove your active product listings. However, any content we have already published that references or features your brand, products, or imagery (for example, blog posts, social media posts, newsletters, case studies, or educational content) may remain live. You grant us a perpetual, non-exclusive, royalty-free licence to continue displaying this existing content after you leave.

This means we will not retroactively delete or edit historical content that was created in good faith during your time on the marketplace. If you have a specific concern about a particular piece of content, raise it with us and we will consider it reasonably.

8. Data and Privacy

We will share relevant order information with you (buyer name, shipping address, order contents) as needed for fulfilment. You must handle this data in accordance with UK data protection law (UK GDPR).

You may not use buyer data obtained through the marketplace for unsolicited marketing unless the buyer has separately opted in to your own mailing list. Marketplace orders do not constitute marketing consent.

We may use aggregate, anonymised marketplace data (sales trends, category performance, conversion rates) for our own analysis and may share anonymised and or aggregated insights publicly. We will not share individual vendor sales data with other vendors or third parties.

9. Liability

You are responsible for the products you sell: their quality, safety, labelling, allergen information, and compliance with UK food regulations. Coffee Nerdery is a marketplace facilitator, not the manufacturer or producer of your products.

You must hold appropriate product liability insurance for the products you sell. If you are unsure about your obligations, seek independent legal advice.

Coffee Nerdery is not liable for losses arising from platform downtime, technical issues, or events outside our reasonable control. We will make reasonable efforts to keep the marketplace operational and to notify you of any planned maintenance or known issues.

10. Changes to This Agreement

We may update this agreement from time to time. If we make material changes (changes to the commission rate, significant changes to how the marketplace operates, or changes to your obligations), we will notify you at least 30 days in advance and give you the option to leave before the changes take effect.

Minor clarifications, formatting changes, or additions that do not affect your obligations or our commitments will be communicated but do not require advance notice.

11. Authority to Bind

The individual accepting this Agreement represents and warrants that they have full legal authority to enter into this Agreement on behalf of the business entity identified in the accompanying application form, and that by accepting these terms, that business entity shall be bound by all obligations set out in this Agreement. Ethical Holdings Limited accepts no liability arising from any acceptance of this Agreement by an individual who did not have such authority at the time of acceptance.

12. Governing Law

This agreement is governed by the laws of England and Wales. Any disputes will be resolved through good-faith discussion first, and through the courts of England and Wales if necessary.