Legal Frameworks Regulating B2B Marketplaces

Gregoire Chauvin

The relative ease with which you can start and run a B2B marketplace online makes many people believe that BtoB marketplaces exist in a very relaxed legal environment on the Internet. The truth is that online marketplaces are subject to strict regulations that govern both the existence of B2B marketplaces and the ways they are allowed to do business and conduct financial transactions online.

Taxes and Online Payments that frame B2B marketplaces

Taxation is one of the biggest challenges a B2B marketplace owns us facing as taxes due depending on your geographical location (including your home state in federal states like the U.S. or Canada), type of goods you allow on your marketplace as well as whether you apply any taxes on the financial transactions across your marketplace platform. Corporate and VAT are usually applied in your home location but the tax regulations are very sophisticated and always changing so you need to follow any applicable tax legislation changes if you are to be in compliance with all the tax regulations.

Other regulations concern the payments made on and through a B2B marketplace or an e-procurement solution. Legislation that governs online transactions/payments are becoming very strict and sometimes restrictive in the last years. A small BtoB marketplace might be even unable to comply internally with all the requirements for accepting credit card payments online.

Legal frameworks such as the new Strong Customer Authentication (SCA) requirements that are part of the Payment Services Directive and the PCI compliance requirements in the United States ask for so high a standard that the average online marketplace will find it difficult to comply.

The usual way to meet these requirements is to use the services of a third-party payment provider such as PayPal, Adyen, Square, Stripe or Authorize.Net.

Trademarks, Patents and Copyright

Protection of intellectual property rights is another field where B2B marketplaces should operate with care. It is a criminal offense to sell counterfeit goods and to sell unauthorized copies of copyright work, which can cause you trouble if such goods enter your online marketplace.

Of course, you cannot physically check all the goods and products that sellers offer on your online platform but you can make sure you have warned them by adopting comprehensive Terms and Conditions and Terms of Use governing your online solution, clearly stating that distribution of goods and services that infringe any copyright is prohibited.

Copyright and trademark protection aside, all the goods or supplies being exchanged through your B2B or e-procurement platform should be safe. Securing exchanges of products and services is a very complex procedure, especially when international transactions (import and export) is involved, so make sure you have protected your platform against liability in case of someone selling unsafe products through your platform.

Age Restrictions and Restricted Products

Your B2B online marketplace should, in any case, comply with legislation such as the Children’s Online Privacy Protection Act (COPPA), which stipulates you are not allowed to collect any personal information from persons below the age of 13. If you are facilitating the distribution of adult goods and services, you’ll need to comply with even stricter legal requirements and will need to verify the age of your customers, which in turn varies by country.

Although B2B marketplaces are only intermediaries, they still need to comply with a variety of laws regulating what you can sell, buy and ship online and to/from which countries. For instance, the European Commission has a dedicated web page where all the trade sanctions against specific countries are listed. The United States government has a similar web page, listing the trade restrictions imposed on specific countries.

Concluding Words

Running a completely compliant B2B marketplace requires from online marketplace owners to actively follow the changes in the legislation that governs their specific industry vertical or market. If you are a general B2B marketplace, then you need to comply mostly with the legal frameworks governing the online payments and the exchange of goods and services online but bear in mind that laws are adopted and amended on a regular basis.


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