Selling through an EU online platform — Amazon, Booking, Apple App Store, Google Play, Etsy, marketplaces, or hosted booking systems — means signing contracts that used to be almost entirely one-sided. Since July 2020, the EU Platform-to-Business (P2B) Regulation (2019/1150) has imposed minimum transparency and fairness obligations on those contracts. If you're a business user on an EU-reaching platform, the P2B Regulation gives you rights that the platform must build into its terms. Knowing them is the difference between accepting a bad agreement and negotiating from a position of law.
What is a P2B Regulation Compliance?
The Platform-to-Business Regulation (Regulation (EU) 2019/1150) applies to online intermediation services and online search engines that provide services to business users based in the EU and offering goods/services to EU consumers. It requires clear and unambiguous terms, advance notice of changes (minimum 15 days), disclosure of main ranking parameters, restrictions on suspension and termination (with reasons and cure periods), internal complaint-handling systems, and access to dispute resolution. It applies regardless of where the platform itself is established. The Digital Services Act (Regulation (EU) 2022/2065) adds further obligations on larger platforms from 2024.
Red flags to watch for
Art. 3 P2B requires at least 15 days' notice before term changes, with longer periods for complex changes. Shorter notice periods are unenforceable against business users.
Art. 4 P2B requires reasons for suspension and termination, and Art. 11 requires an internal complaint-handling system. Black-box removal clauses breach the Regulation.
Art. 5 P2B requires platforms to publish the main parameters determining ranking (and the relative importance of those parameters). Silence is a breach.
Wide MFN clauses are under EU competition-law scrutiny and have been prohibited in various Member State cases (Booking.com cases). They are also subject to the Digital Markets Act for designated gatekeepers.
Art. 12 P2B requires platforms to identify at least two mediators willing to handle disputes, and the mediation provisions must be practical for EU business users.
Art. 9 P2B requires clear terms on business users' access to data about their business and customers they bring to the platform.
Differentiated treatment of the platform's own products (or affiliates) must be disclosed under Art. 7 P2B. Undisclosed self-preferencing is also a Digital Markets Act issue for gatekeepers.
Your legal rights
Business users on EU online platforms have rights under Regulation (EU) 2019/1150 (P2B Regulation) including: clear and comprehensible terms (Art. 3), minimum 15-day notice of changes, suspension/termination with reasons and access to internal complaint-handling (Arts. 4, 11), main-ranking-parameter disclosure (Art. 5), differential-treatment disclosure (Art. 7), data access transparency (Art. 9), MFN transparency (Art. 10), and mediation access (Art. 12). Additional rights apply under the Digital Services Act (Regulation (EU) 2022/2065) for intermediary services, the Digital Markets Act (Regulation (EU) 2022/1925) for designated gatekeeper platforms, the Unfair Commercial Practices Directive (2005/29/EC), and the GDPR (Regulation (EU) 2016/679). Enforcement is by national authorities and via private action; the Commission coordinates at EU level.
Questions to ask before you sign
- 1How much notice do you give of term changes, and is it at least 15 days?
- 2What are the reasons you can suspend or terminate my account, and what appeal is available?
- 3What are the main ranking parameters, and how is their relative importance determined?
- 4Do you treat your own products or affiliates differently, and how is this disclosed?
- 5What data about my business and customers can I access and export?
- 6Are there MFN or parity clauses, and are they narrow or wide?
- 7Which mediators have you nominated for disputes under Art. 12 P2B?
Disclaimer: This guide is for educational purposes only and does not constitute legal advice. Contract law varies by jurisdiction and individual circumstances. Always consult a qualified legal professional before making decisions based on this information.