Effects of exclusivity and price parity clauses in food delivery: the FCCA's decision on Wolt's contractual practices

In May 2025, the Finnish Competition and Consumer Authority ("FCCA") concluded its self-initiated investigation into food delivery platform Wolt's contractual practices. The investigation had been ongoing since September 2022. Wolt's contracts with restaurants included clauses on exclusivity and price parity. In this article, our experts summarise how the authority assessed the exclusivity and price parity clauses under the prohibition on abuse of a dominant position and vertical competition rules.

The FCCA presented its preliminary findings of competition concerns to Wolt in February 2024. A few months later, Wolt announced that it would cease using exclusivity and price parity clauses in its contracts with restaurants in Finland and that the changes would take effect by October 2024.

The FCCA's decision does not ultimately conclude whether Wolt's contractual practices amounted to prohibited restrictions of competition. Despite this, the decision demonstrates how the authority has put into practice the application of competition law in the context of online platforms, offering valuable guidance for self-assessments.

What market definition was the FCCA's assessment based on?

To assess Wolt's market position and the competitive effects of the contract clauses, the FCCA considered different alternative market definitions.

Product-wise, the FCCA's preliminary market definition covers the order-and-delivery platforms for restaurant food. Orders made directly from the restaurants' own sales channels or via order-only platforms were not considered part of the same market. Geographically, the FCCA found it justified to assess the market on a national level, although the assessment also identified some local aspects.

As a result of the preliminary market definition, Foodora was found to be Wolt's only competitor.

Different product market definition alternatives led to very high (over 70%) market shares for Wolt in Finland. Moreover, the FCCA found that Wolt's market position was bolstered by its strong brand and customer image, the weak bargaining power of customers, limited competitive pressure from outside the market, and entry barriers such as network effects.

While the FCCA's decision does not ultimately conclude whether Wolt is in a dominant market position, the decision goes on to assess Wolt's contract practices under the prohibition on abuse of a dominant position as well as vertical competition rules.

How did the FCCA assess Wolt's exclusivity clauses?

Wolt applied exclusivity clauses with a number of its Finnish partner restaurants. According to the FCCA, the clause prohibited the restaurants from concluding contracts on intermediary and delivery services with operators listed in the contract. In turn, Wolt offered the restaurants lower commission fees and increased investments into marketing co-operation. In some contracts, the exclusivity clause was strengthened by a compensation mechanism, such as requiring restaurants that deviated from the exclusivity to pay additional retroactive commissions.

According to the FCCA, the relevant case law by default prohibits a dominant company from using exclusivity clauses that oblige a contract party to purchase all or most of its needs from the dominant company.

The FCCA also refers to more recent case law, noting that exclusivity clauses do not automatically restrict competition: competition authorities will, in the event of counterevidence, assess such evidence and other relevant factors. The FCCA found that no such counterevidence had been submitted that would oblige the FCCA to assess the effects of the exclusivity clauses in more detail.

In the decision, the FCCA analyses the markets and conduct of market operators in order to describe the legal and economic context of Wolt's conduct. The decision places particular weight on the importance of network effects: a higher number of users of the food order-and-delivery platform makes the platform more appealing to restaurants, which in turn further increases the number of users, and so on.

The risk of market tipping, meaning that the market concentrates to a single company due to network effects, played a key role in the FCCA's assessment of the exclusivity clauses. The FCCA noted that exclusivity clauses can lead to market tipping particularly when a dominant company uses them widely or targets them at critical contract partners. Generally relevant factors recognized by the FCCA include whether users tend to use only one platform (single-homing), costs of switching platforms, discounts provided by the platforms, data-induced learning and the zero-price services for one user group of the platform.

The FCCA also looked into whether there already were signs of the market tipping in Wolt's favour by analysing customer order and restaurant data from Wolt and Foodora. A relevant question for the FCCA's assessment was how large a share of the customers' order demand had been transferred from a competitor to another due to the exclusivity clauses. Customer shifts to Wolt due to exclusivity clauses were significantly greater than shifts from Wolt to its competitor. Customers tended to transfer to Wolt a significant number of other purchases in addition to those from restaurants under exclusivity. The FCCA found this to imply that Wolt benefited from network effects more than its competitor.

In addition to effects on customer behaviour, the FCCA found the exclusivity clauses to increase restaurants' single-homing on Wolt's platform. This could in the FCCA's view strengthen a positive feedback loop typical of network effects.

The FCCA's decision also notes that some of Wolt's exclusive contracts with restaurants were not profitable for Wolt in the short term. However, the FCCA does not elaborate on how relevant the authority considered this in its assessment.

As its conclusion, the FCCA found that Wolt's market position and exclusivity clauses brought about a risk that Wolt's competitor would be marginalized or foreclosed, which could lead to price increases or quality decreases. As Wolt gave up its exclusivity clauses, the FCCA did not find it necessary to conclude whether the clauses were prohibited or not.

How did the FCCA assess Wolt's price parity clauses?

In addition to exclusivity clauses, Wolt's contracts with restaurants included price parity clauses that restricted Finnish restaurants from offering lower prices in their own sales channels compared to the Wolt platform. The decision describes the clause as a so-called narrow price parity clause and highlights that such clauses remove the competitive pressure the supplier faces from the buyers' direct sales channels. According to Wolt, the clause did not restrict the restaurants' pricing for other food delivery services.

The FCCA found that the clause prevented restaurants from passing on Wolt's commission to end-customers. Restaurants under a parity clause could transfer the commission to their prices in all channels or seek to differentiate the products sold via the Wolt platform from those sold in their own channels in order to account for the commission in the platform price. Questionnaire studies indicated that restaurants subject to a parity clause ended up raising prices in both sales channels (i.e., their own and the platform) or differentiating their products more often than restaurants that were not subject to a parity clause. A significant part of the respondents stated that the commission had not affected their pricing or product range.

It is acknowledged in the decision that narrow parity clauses can be presumed lawful under the vertical block exemption regulation in cases where the contract parties' market shares remain moderate (below 30%). In Wolt's case, the block exemption regulation's market share thresholds would be exceeded based on the FCCA's preliminary market definition.

Restrictions of competition may be allowed where the conduct leads to sufficient efficiency benefits. Wolt argued that its price parity clause created efficiencies as it prevented freeriding among restaurants. Wolt also referred to consumer protection as justification for the price parity. In its assessment of Wolt's efficiency claims, the FCCA found the risk of restaurants' freeriding to be limited and noted that Wolt had deviated from the price parity clause in some of its most significant contracts. The FCCA did not ultimately conclude whether the possible efficiency gains could outweigh the harm to restaurants and consumers.

Implications of the FCCA's decision

The decision shows that the FCCA is ready to implement its understanding of the particularities of platform markets to investigate and possibly intervene in competitive issues.

Companies that are in a strong position under a plausible market definition should carefully consider their contract practices, particularly in markets prone to network effects and market tipping. The decision shows which kinds of factors the FCCA may focus on in this context. Focusing on similar points in self-assessments provides more legal certainty for companies and allows them to use the most effective contractual practices while implementing their commercial strategies in a compliant manner.