With the rapid growth of electronic commerce, online marketplaces have become one of the most important tools for commercial activities. Sales conducted through platforms such as Amazon allow businesses to reach millions of consumers, while the legal relationship between these platforms and sellers is regulated through e-commerce intermediation agreements.
E-commerce intermediation agreements (also referred to as platform agreements) are the primary legal instruments that establish the rights and obligations between Electronic Commerce Intermediary Service Providers (ECISP) and Electronic Commerce Service Providers (ECSP).
In Türkiye, these agreements are mainly regulated by Law No. 6563 on the Regulation of Electronic Commerce and the Regulation on Electronic Commerce Intermediary Service Providers and Electronic Commerce Service Providers.
This article examines the legal nature of e-commerce intermediation agreements, the essential elements that such agreements must include, and the obligations of platform operators.
What Are ECISP and ECSP?
Electronic commerce legislation is structured around two main actors.
Electronic Commerce Intermediary Service Provider (ECISP)
An ECISP refers to platforms that enable the sale of goods or services belonging to third parties in an electronic commerce environment. In other words, operators of online marketplaces are considered ECISPs.
Examples include:
– online marketplace platforms
– e-commerce applications
– multi-vendor e-commerce websites
These platforms act as intermediaries between sellers and consumers.
Electronic Commerce Service Provider (ECSP)
An ECSP refers to sellers who offer goods or services through these platforms. Individuals or legal entities that open stores and sell products on such platforms are considered ECSPs.
The commercial relationship between these two parties is governed by e-commerce intermediation agreements.
Classification of ECISPs According to Their Scale
Electronic commerce legislation imposes different obligations depending on the size of the platform. Accordingly, ECISPs are classified based on their annual transaction volume.
The purpose of this classification is to impose more comprehensive responsibilities as the platform’s economic power and transaction volume increase.
Generally, ECISPs are classified as follows:
– ECISP
– Medium-scale ECISP
– Large-scale ECISP
– Very large-scale ECISP
As the size (scale) of the platform increases, stricter regulations apply in areas such as data management obligations, competition restrictions, advertising activities, and commercial relations with sellers.
Essential Elements of an E-Commerce Intermediation Agreement
The terms of the commercial relationship between an ECISP and an ECSP must be determined through a written or electronic intermediation agreement.
According to the applicable legislation, such agreements must include at least the following elements:
– the scope of intermediation services provided to the ECSP
– conditions for restricting, suspending, or terminating the intermediation service
– service fees charged by the platform and conditions under which such fees may change
– parameters used in ranking products or recommending them to consumers
– payment periods for payments made to the seller
– information regarding the operation of the platform’s internal communication system
– provisions ensuring that the intermediation agreement is accessible to the seller
– information regarding withdrawal periods (right of withdrawal)
– provisions concerning the protection of intellectual and industrial property rights
– conditions regarding access to data obtained by the platform
These elements aim to ensure that the relationship between the platform and the seller is conducted in a transparent and predictable manner.
However, depending on the scale of the platform, the scope of the required contractual elements may expand.
How Is an E-Commerce Intermediation Agreement Signed?
Under electronic commerce legislation, a wet signature is not mandatory for the validity of an intermediation agreement.
The contract may be concluded through various methods, including uploading a physically signed agreement to the platform, using an electronic signature, electronically approving the contractual terms on the platform, or confirming the agreement through digital approval or a checkbox system.
Therefore, sellers who open stores on e-commerce platforms usually become parties to the agreement by accepting the contract electronically.
Main Obligations of ECISPs
Electronic commerce intermediary service providers are subject to numerous obligations under the legislation.
The main obligations include:
Maintaining platform accessibility: The platform must remain technically operational and accessible so that sellers can continuously benefit from the service.
Establishing an internal communication system: ECISPs must establish an internal system through which sellers can access their information and documents.
Preventing intellectual property infringements: Platforms must establish effective and fast complaint mechanisms for intellectual and industrial property rights violations.
Preventing unlawful content: Necessary measures must be taken to prevent the sale of goods or services that are prohibited in electronic commerce.
Preventing unfair commercial practices: Platforms must treat sellers equally and refrain from discriminatory practices.
Protection of personal data: Platforms must process and protect personal data in accordance with Law No. 6698 on the Protection of Personal Data.
Payments to sellers: Payments owed to sellers must be made within five business days at the latest from the date the sales amount enters the platform’s control and the product is delivered to the buyer.
Transparency of the agreement: The intermediation agreement must be clear, understandable, and stored in the platform’s internal system in a way that allows sellers to access it easily.
Failure to comply with these obligations may lead to administrative fines imposed by public authorities, as well as legal disputes between ECISPs and ECSPs.
Conclusion
E-commerce intermediation agreements constitute the foundation of the commercial relationship between online marketplace platforms and sellers. These agreements contain comprehensive legal regulations governing the rights and obligations of both parties.
Considering the increasing regulatory requirements related to platform size, data governance rules, and the protection of seller rights, the preparation of such agreements requires technical and legal expertise.
For start-ups and companies planning to operate in the e-commerce sector, ensuring that intermediation agreements are drafted in compliance with the applicable legislation and regularly updated is of great importance.
Therefore, obtaining professional legal assistance when drafting or reviewing such agreements may provide significant benefits.
