The growing role of digital platforms in food sales has raised concerns among competition authorities, particularly around the power of dominant platforms to “tip” the market-attracting restaurants and consumers so effectively that competitors struggle to survive. In Finland, the Finnish Competition and Consumer Authority (“FCCA”) recently published the findings of an inconclusive assessment that offers fresh insight into the contractual terms used by dominant platforms.

Contract terms in the platform economy under scrutiny

In 2022, the FCCA launched a self-initiated investigation into the contract terms of two major food delivery platforms operating in Finland. The focus was on exclusivity and price parity clauses imposed on restaurants. While both platforms were examined, the investigation primarily targeted the leading player (hereafter, the “Platform”), which held an estimated 70–80% market share, significantly dominating the Finnish market.

Following the FCCA’s preliminary findings, the Platform announced in February 2024 that it would voluntarily withdraw both exclusivity and price parity clauses from its contracts. Consequently, the FCCA closed the case – for now - without issuing a formal decision on whether the clauses violated competition law. Nonetheless, the findings provide important practical guidance on how competition authorities may assess platform dynamics and the risks posed by certain contract clauses.

Platform dominance and contractual restrictions

The key question was whether the Platform’s contractual terms could contribute to market foreclosure or tipping, given its dominant position – potentially amounting to an abuse of dominance. Under EU competition law, abuse of dominance refers to conduct by a company in a dominant market position that distorts competition, such as imposing unfair trading conditions or excluding rivals, without objective justification.

Exclusivity clauses

Exclusivity clauses refer to contract terms that prevent a business partner – in this case, a restaurant – from selling through competing platforms. Starting in mid-2022, the Platform began including such clauses in its contracts with Finnish restaurants. Some contracts also included retroactive commissions or other penalties if the restaurant breached the exclusivity. In exchange, restaurants received lower commissions and additional marketing support.

The FCCA considered whether these clauses could strengthen network effects, potentially distorting competition. When exclusivity is widely applied – especially by a dominant platform – it can distort the competitive balance, tipping the market further in favour of the incumbent. 

The FCCA highlighted several factors that reinforce platform dominance:

• Customers’ tendency to use a single platform
• High switching costs
• Targeted discounts
• Data-driven advantages
• Free delivery or services for select users

Order-level data analysis showed that when restaurants moved to using the Platform’s service, a significant share of customers followed and shifted more of their purchases to that platform. This pattern was not mirrored by the competitor, suggesting that the exclusivity clauses helped reinforce the Platform’s dominance. During the period these clauses were in effect, the Platform’s market share increased by an estimated 5–10%.

Price parity clauses

Price parity clauses, also known as most-favoured-nation (MFN) clauses, prohibit a seller from offering better prices or conditions through other channels, including its own website. In this case, restaurants were not allowed to charge customers more on the Platform’s service than on their own sales channels, effectively preventing them from passing on commission fees.

The Platform defended the clause as necessary to maintain price competitiveness, reduce costs for end customers, and avoid free-riding by restaurants benefiting from its services.

However, based on survey responses, the FCCA found that restaurants subject to price parity clauses were more likely to raise prices across all sales channels or to limit their product offerings, compared to restaurants not bound by such restrictions.

Lessons for the platform economy

While the FCCA ended its investigation without reaching a final legal conclusion, the case sends a clear message: contractual restrictions such as exclusivity and price parity clauses are under increased scrutiny, especially when used by dominant players in digital markets. It also reinforces the importance of self-assessment and compliance when designing platform business models.

Importantly, the closure of this case does not mark the end of regulatory interest. The FCCA is now assessing the competitive effects of the clause removals, with a report expected by the end of 2025.

For more information, please contact Katia Duncker, Petteri Metsä-Tokila or Maria Karpathakis.

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