DEPOT

Terms of Service

title: Terms of Service lastUpdated: 2026-07-04 status: DRAFT

DRAFT — PENDING LEGAL COUNSEL REVIEW, NOT LEGAL ADVICE. Tailored to DEPOT's real model (curated multi-vendor resale; platform = merchant of record; Stripe escrow via separate charges & transfers). Every liability-, fee-, and jurisdiction-specific clause is marked > COUNSEL:. Placeholders {{ }} depend on the EU entity decision.

Terms of Service

These Terms govern your use of DEPOT, operated by {{DEPOT_LEGAL_ENTITY_NAME}} ("DEPOT", "we"). By using the service you agree to them. DEPOT is a curated marketplace where independent third-party sellers ("traders") offer fashion items to buyers.

1. The role of DEPOT

  • DEPOT is an online marketplace and the merchant of record for transactions on the platform. We facilitate the sale, collect payment, hold funds in escrow, and pay out traders.
  • Each item is offered and supplied by an independent trader, not by DEPOT. The trader is responsible for the accuracy of the listing, the condition and authenticity of the item, and shipping it.
  • DEPOT curates the storefront and homepage editorially. Curation is not a warranty of any item.

COUNSEL: The merchant-of-record characterisation drives VAT, consumer-liability, and product- liability exposure. Confirm how MoR interacts with DEPOT's liability to buyers for defective / counterfeit / non-conforming goods vs. the trader's liability under EU consumer and product- liability law, and reflect the agreed allocation here and in §8.

2. Accounts

You must be at least 18 and provide accurate information. Sign-in is passwordless (email magic-link). You are responsible for activity under your account.

3. Buying

  • Prices are shown inclusive of applicable taxes at checkout. Items are one-of-a-kind; a purchase reserves and then buys that specific unit.
  • Escrow: your payment is collected by DEPOT and held — it is not released to the trader immediately. Funds are released to the trader only after the statutory return window has elapsed following delivery, and provided no dispute is open (see the Returns & Refunds policy).
  • Payment is processed by Stripe. DEPOT never receives your full card details.

4. Selling (traders)

  • Selling is application-gated: you apply, and a human reviews your application. Approval is at DEPOT's discretion and may include a founding-cohort fee arrangement.
  • You must provide and keep current the identity, tax, and payout information we are legally required to collect (DSA trader identification; DAC7 tax reporting). Payouts may be withheld if this information is missing or unverified.
  • You warrant that you have the right to sell each item, that it is authentic and accurately described, and that the sale complies with law. Prohibited items include counterfeits, stolen goods, unsafe products, and anything unlawful to sell.
  • Fees: DEPOT charges a platform fee of {{PLATFORM_FEE_PCT}}% on a completed sale, deducted at payout. Founding-cohort traders may have a promotional 0% fee for a defined period. Stripe processing costs apply as disclosed.
  • You appoint DEPOT as merchant of record and authorise DEPOT to collect payment from buyers and to pay you the net amount as a Stripe Connect transfer after the escrow window.

COUNSEL: Confirm the fee/VAT treatment (is the platform fee itself VATable; is DEPOT the "deemed supplier" under EU OMP VAT rules), and the exact payout-withholding grounds. Confirm the trader's statutory status and any obligations DEPOT must pass through.

5. Escrow, payouts, and disputes

Funds move: buyer pays → held in escrow → released to the trader after the return window and any dispute is resolved. DEPOT operates a human-reviewed, seller-fair dispute process: on a dispute, the payout is paused and a person reviews the case against the published policy before any refund or release. DEPOT's dispute decision is a contractual determination between the parties on the platform and does not remove any statutory right a consumer has.

6. Prohibited conduct

No fraud, no off-platform payment diversion, no counterfeit or unlawful goods, no circumvention of fees, no misuse of other users' data. We may suspend listings or accounts (without deleting records, to preserve the audit trail) where these Terms or the law are breached.

7. Intellectual property

Traders grant DEPOT a licence to display their listing content on the platform. DEPOT's brand and software remain DEPOT's property.

8. Liability

To the extent permitted by law, DEPOT is not liable for the acts of independent traders beyond its role as merchant of record and its own statutory obligations. Nothing in these Terms limits liability that cannot be limited by law, including a consumer's statutory rights.

COUNSEL: This clause is the highest-risk item. EU consumer law heavily restricts liability limitation against consumers, and merchant-of-record status may attach seller-like liability to DEPOT. Draft the enforceable limitation for {{MEMBER_STATE}}; do not rely on this placeholder.

9. Governing law and disputes

These Terms are governed by the law of {{GOVERNING_LAW_JURISDICTION}}. Consumers retain the protection of the mandatory rules and the courts of their country of residence. EU consumers may use the {{ODR_PLATFORM_REFERENCE}} online dispute resolution platform.

COUNSEL: Confirm governing law, the consumer-jurisdiction carve-out (Rome I / Brussels I recast), and the current status/reference of the EU ODR platform.

10. Changes

We may update these Terms; material changes will be posted here with a new date.