The Platform-to-Business (P2B) Regulation 2019/1150 on promoting fairness and transparency for business users of online intermediation services, known as the Platform-to-Business (P2B) Regulation, is applicable from 12th July, 2020, allacross the Eurepean Union.
Ratio legis of Platform-to-Business (P2B) Regulation
Todayit is almost impossible to imagine an online market without the world-famous paltform based companies such as Amazon, eBay etc., which are the most important distribution channels for merchants. Hence, many of these Online Platforms had unilaterally formulated the Terms and Conditions which unfavorableaffectedmerchants and their businesses.
So, the ratio legis of thisPlatform-to-Business Regulation is to create a fair, transparent and predictable business environment in which smaller market participants will be protected.
The Terms and Conditions must be clearly expressed
The Terms and Conditions that applies between the Online Platform, on one side, and the merchant, on the other side must be„drafted in plain and intelligible language,“ as the Platform-to-Business (P2B) Regulation clearly says. Furthermore, the Terms and Conditions should be accessible for merchants prior to the conclusion of the contract as well asduring the business relationship. Beside mentioned, it is important that the Terms and Conditionsdefine the cases in which the parties can suspend or terminate the access to the Online Platform. Also, it is very important that the Terms and Conditions contain an information which refers to „additional distribution channels or any partner programs through which the Online Platform could market the merchant’s products or services,“as well asinformation how the Terms and Conditions could affect the merchant’s intellectual property rights.
The Notice Periodin case of changes of the Terms and Conditions
It is clear and completely normal that the Terms and Conditions are subject to change over time, why it was also necessary to prevent misuses in this segment. In this respect, the Platform-to-Business Regulation prescribes that the changes of the Terms and Conditions cannot be with immediate effect. So, the period between the notification of the new Terms and Conditions and their entry into force should not be less then fifteen days.
This period of fifteen days (so called „thenotice period“) gives an opportunity to merchant to not accept newly proposedTerms and Conditions and to terminate the contractual relationship with the Online Platform. The provisions about notice period does not apply in case when the Terms and Conditions must be amended because of data protection regulation or other legal obligation.
Other obligations of the Online Platform
Duty to inform – This obligation exists in a situation when the Online Platform suspends or restricts the provision of its services to the merchant. About the suspension or restriction of the provisions of services, the Online Platform must inform the other side at latest at the time when the suspension or restrictionenters into force.
In the event that the Online Platform decides to terminate provision of its services to the other party, it is obliged to notify it about the reasons for termination at least thirty days before the decision takes effect.However, the mentioned deadline of thirty days will not apply in the situation when the other party has repeatedly violated the contractual obligations, as well as when the termination of the provision of services is based on the law.
Offer Ranking – Online Platforms have the obligation to state in the text of Terms and Conditionsa determining parameters for the ranking of the merchant’s offers.
Applicability of the Platform-to-Business (P2B) Regulation
The Platform-to-Business (P2B) Regulation is applicable to Online Platforms and toonline search engineswhen:
– it is about commercial users,
– it is about merchants who have a domicile in the Eurepean Union and offer their
services and goods to consumers that are located in the European Union.
The scope of application of this Regulation does not depend on fact that online platform has no registered head office or branch in the European Union.
We point out that there are alsosituations in which this Regulation is non-applicable. For example, the Platform-to-Business Regulation is not applicable to „peer-to-peer online intermediation services without the presence of business users, pure business-to-business online intermediation services which are not offered to consumers, online advertising tools and online advertising exchanges which are not provided with the aim of facilitating the initiation of direct transactions and which do not involve a contractual relationship with consumers.“
