P2B Regulation: transparency for online platforms, but is that really fair?

Online platforms are often the gateway to the customer

For many tech companies, an online platform is not an extra sales channel, but a core part of the business model. Think of sales via marketplaces, distribution via app stores or lead generation via specialized platforms. This makes the relationship with such a platform commercially important, but also vulnerable.

Those who depend on a platform will have to deal with rules that are usually hardly negotiable. For example, the platform determines how offers are ranked, when accounts are restricted or closed, what terms apply, and what data is available. This is extra relevant for startups and scale-ups, because they often do not yet have a strong negotiating position and are relatively quickly affected by changes in visibility, access or conditions.

The P2B Regulation was created to better protect business users of online platforms. On paper, that sounds promising: fairness and transparency. In practice, however, the main emphasis is on transparency. And that is an important difference.

What exactly does the P2B Regulation regulate?

The P2B Regulation applies to online intermediation services that enable business users to offer goods or services to consumers. So it's about the relationship between platform and business user, not primarily about the consumer side.

In doing so, the regulation focuses on platforms that act as intermediaries between provider and end user. These can be classic marketplaces, but also, under certain circumstances, other digital services where professional users make their offerings visible to consumers.

It is remarkable that the protection is limited. The scheme only applies to business users who target consumers via the platform. Anyone who mainly sells to other companies via a platform is therefore not automatically included. This is an important point of attention, especially for innovative B2B platform models. In practice, the dependence on a platform in a B2B environment can be just as great.

For startups and scale-ups, this means first taking a close look at whether their platform relationship falls within the scope of the P2B Regulation. This question is less technical than it seems, because applicability determines what information and procedural safeguards you can invoke as a business user.

The core of the regulation: mainly transparency obligations

If you look at the scheme in terms of content, you will quickly see a pattern. The P2B Regulation mainly contains rules that oblige platforms to be clearer about how they work. This is useful, but different from a firm obligation to act materially fairly or in a balanced way.

For example, the general terms and conditions must be clear and understandable. They must also be easily available during the commercial relationship. In addition, those terms must include information about essential parts of the platform relationship, such as the reasons for suspension or termination of services, key ranking parameters, information about intellectual property rights, and the terms under which the contractual relationship may end.

This is relevant for tech companies because many operational risks are hidden in those conditions. Not only content matters, but also predictability. A startup that depends on a single distribution channel is of little use if a platform reserves great freedoms in abstract, open or vague terms.

The regulation therefore tries to prevent conditions from being too unclear. However, the question remains how much protection that offers in practice. After all, clarity about the platform's far-reaching jurisdiction does not make that authority more reasonable.

Clear terms are not yet fair terms

That distinction is essential for founders and legal teams. A platform can be fully transparent about a regime that is commercially unfavorable for the user. The user then knows better where they stand, but still has little room to oppose it.

Dependency plays a major role, especially in the platform economy. A growing tech company can largely derive its turnover, user growth or visibility from one platform. In such a situation, the right to read terms or receive changes in advance is valuable, but not always sufficient. The bargaining power often remains with the platform.

That is immediately the central tension in the P2B Regulation. The scheme wants to contribute to fairness, but it mainly does so by requiring information. Transparency is important for platform users, but transparency alone does not prevent a platform from making hard, unilateral or commercially unbalanced choices.

Limitation, Suspension, and Termination of Accounts

One of the most sensitive issues in platform relationships is restricting, suspending, or terminating an account. For a startup, this can have direct consequences for turnover, customer contact and reputation.

The P2B Regulation requires that the terms and conditions contain the reasons for such decisions. Also, if it restricts, suspends or terminates, a platform must provide a justification that matches those pre-formulated reasons. In the event of complete termination, in principle, an announcement period of thirty days applies, except in specific exceptional situations.

That sounds like a solid guarantee, but here too, the procedural nature prevails. The regulation mainly says that the platform must be clear about the grounds and how it acts. She says much less about the substantive question when a termination is really proportionate or equitable.

This is an essential point for startups and scale-ups. An account closure can be formally well substantiated, while the impact for the company is disproportionate. Especially when a company relies heavily on one channel, the practical damage is often considerable, even when the platform neatly mentions a reason.

Why this is so important in practice

Platform terms and conditions regularly include broad powers to intervene in the event of alleged violations. This may include suspicions of violations, policy deviations or other broad criteria. For users, this creates uncertainty. Not only about what exactly is prohibited, but also about when an incident leads to a warning, a temporary restriction or a complete closure.

The P2B Regulation forces platforms to be more transparent about this. But transparency doesn't solve everything. Even when the reasons are on paper, discussion often remains possible about whether those reasons are sufficiently concrete, whether they have actually been fulfilled and whether the chosen measure is appropriate.

For young companies, it is therefore wise to take a critical look at termination grounds, escalation procedures and recovery options right from the start of the platform relationship. These are not purely legal details, but conditions that directly affect continuity and scalability.

Unilateral changes to terms remain a risk

Another recurring problem in platform relationships is unilaterally changing terms and conditions. Platforms want to maintain flexibility in adapting their policies, commercial models or technical design. For the business user, such changes can have major consequences.

The P2B Regulation states that proposed changes must be notified on a durable data carrier. They are also not allowed to enter immediately. A reasonable and proportionate notice period must be used, partly depending on the nature and impact of the change. In addition, the user must be able to terminate the agreement before the change takes effect.

On paper, this seems like a balanced solution, but for many startups, in practice, this feels like a take it or leave it situation. Those who are commercially dependent on the platform often have little real choice. Leaving is a legal option, but sometimes economically hardly feasible.

For scale-ups, this is extra relevant when the platform plays a central role in distribution, customer acquisition or app distribution. A change in ranking rules, pricing structure, access conditions or data usage can directly affect the economics unit. The fact that the platform announces such a change in time does not mean that the user will have a real negotiating position.

Ranking determines visibility, and therefore turnover

For many providers, not only access to a platform is important, but especially the position on it. Those who appear high in the search results or recommendations have a greater chance of clicks, conversion and turnover. The way in which a platform ranks therefore directly affects the commercial value of participation.

The P2B Regulation requires platforms to describe in their terms and conditions the most important parameters that determine ranking. It should also be explained why these parameters are relatively important. If payment, directly or indirectly, can affect ranking, this should also be mentioned.

This is useful information, especially for startups that want to optimize their offerings. It helps to better understand what factors play a role in visibility on the platform. At the same time, the requirement remains general. Platforms do not have to fully expose their algorithms and do not have to provide information that would allow manipulation of search results or that could be considered a protected trade secret.

For tech companies, this means that the scheme provides some insight but does not create complete transparency. Those who rely on platform traffic can therefore still face unpredictability, especially when ranking factors change regularly or are difficult to reconstruct from practice.

Transparency about ranking is not the same as control

That distinction deserves attention. A platform can best explain which types of factors are important, while their concrete impact remains difficult to predict in daily practice. This means that it remains complicated for providers to determine why visibility rises or falls.

For startups that want to test, optimize and scale quickly, this is a real operational risk. Decisions about pricing, content, fulfillment, or product presentation are often partly based on the assumption that platform logic is somewhat predictable. When that predictability is limited, dependency occurs without real control.

Priorizing own services remains a sensitive issue

The P2B Regulation also requires platforms to be transparent about differentiated treatment. This essentially includes treating the platform's own offerings, or the offerings of parties over which the platform controls, differently from other business users.

This can take many forms. Think about better visibility, more attractive presentation, better access to data, or other commercial benefits. For third parties on the platform, this can distort competition.

Here, too, the regulation mainly opts for transparency. The platform should describe what differentiated treatment occurs or can occur, and which economic, commercial or legal considerations play a role in this. This makes monitoring possible, but does not automatically prohibit the practice.

For startups and scale-ups, this is particularly relevant when they compete on a platform with the platform itself. Then not only access to customers is important, but also whether the playing field is really level. Transparency about possible advantages helps, but does not eliminate the risk of competition.

Data, Access, and Dependency

Within platform relationships, data is often a strategic topic. This includes not only customer data, but also transaction data, performance information and insights that help a provider improve its offerings.

The P2B Regulation requires that the terms describe the technical and contractual access to data provided or generated by the user, including when such access is missing. This is valuable because data is a direct factor for tech companies in product improvement, customer retention and commercial direction.

At the same time, this obligation leaves an important problem. Transparency about restricted access is not yet a solution to that limitation. For startups that want to refine their business model based on platform data, this can be an essential brake on growth. Especially when the platform itself does have broad data sets, but the provider only gets a limited window into its own performance.

Parity clauses: transparent but still potentially problematic

Another classic point of tension is the parity clause, also known as the most favoured nation clause. In this way, a platform, for example, limits the provider's ability to offer the same product or service cheaper or under more favorable terms elsewhere.

For the platform, this is understandable from the revenue model. It wants to prevent users from only using the platform for orientation and then buying elsewhere. For providers, however, such a clause can significantly restrict commercial freedom of movement.

The P2B Regulation requires platforms to include the reasons for such restrictions in the terms. Again, the following applies: transparency is key. But that transparency can give the impression that the clause is acceptable on its own, as long as it is properly explained.

For startups and scale-ups, this is an important warning sign. The fact that a disability is communicated transparently does not automatically mean that it is unproblematic. Especially when pricing strategy, acquisition costs and channel control are crucial for growth, such clauses can have a significant commercial impact.

Complaints handling is one of the few true standards of conduct

Where the P2B Regulation does go a little further than just transparency, is in dealing with complaints and mediation. Platforms must have an internal system for complaints from business users. These complaints should be dealt with in a transparent and equal manner, commensurate with the importance and complexity of the issue.

In addition, platforms must indicate which mediators they are willing to work with, and they must cooperate in good faith in mediation attempts.

These are important parts, precisely because conflicts in platform relationships often only really become visible when a problem already exists. Examples include sudden account restrictions, unclear ranking declines, data access that changes, or changes in terms with a direct commercial impact.

For startups, a working complaints mechanism is not a formality. When a platform is a crucial growth factor, rapid and serious treatment of a complaint can make the difference between temporary disruption and permanent damage. That is precisely why it is relevant that the regulation not only requires information on this point, but also prescribes actual behaviour.

What does all this mean for startups and scale-ups?

The most important lesson is that the P2B Regulation offers useful safeguards, but is not a panacea. In particular, it improves the information position of business users. This is valuable because it makes platform practices more visible and more testable. But it doesn't always eliminate the power asymmetry between platform and user.

For startups and scale-ups, the following questions in particular are practically relevant:

· How dependent is the company on a single platform for turnover or distribution?

· How concrete and predictable are the grounds for limitation or termination?

· What room does the platform have to unilaterally change terms and conditions?

· How transparent is the ranking logic, and how does it affect growth?

· Does the platform itself compete with providers on the platform?

· What data do you get and what data you don't?

· What complaint route is available if things go wrong?

At Startup-Recht, we often see that platform terms are initially accepted as standard documentation, while in reality they have a direct impact on commercial scalability, pricing, risk distribution and exit opportunities. Especially for young growth companies, it is wise to assess these conditions early, not only when an account is suspended or visibility suddenly declines.

Conclusion: transparency helps, but does not solve the core problem

The P2B Regulation is a step forward for business users of online platforms, mainly because it forces platforms to be clearer about their terms, ranking, data access, account measures and complaint procedures. This makes the relationship with the platform more transparent and more predictable.

At the same time, the core criticism is clear: transparency does not guarantee fairness. A platform can be open about rules that are still heavy, one-sided, or difficult for the user to influence. For startups and scale-ups, this means critically monitoring legal and commercial dependency on platforms.

Those who grow via a platform would therefore do well to look beyond whether the platform adequately explains what it does. The more important question is often: what does that explanation mean in concrete terms for your negotiating position, your operational space and your growth model? In practice, that is exactly the difference between being visible on a platform and actually standing firm.

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