Legal models of aggregators and marketplaces operation

Elena Mashina

Table of content:

Today, Russian marketplaces and aggregators are very popular, because they can offer potential buyers low prices, and manufacturers and suppliers - an increase in turnover and good conditions for cooperation. But according to what legal models should they work on the territory of the Russian Federation? Let's consider the key subtleties of the question.

What is a marketplace / aggregator?

There are no clear definitions for these concepts in the current legislation of the Russian Federation. Even more - the work of marketplaces / aggregators is not regulated by any law. If only some norms that can be attributed to certain situations. So, starting in 2019, a revision appeared in the law "On Protection of Consumer Rights", which clarifies the concept of "product aggregator". So, in order to qualify as a marketplace / aggregator, you need to simultaneously meet 3 factors:

Allow a potential buyer to get acquainted with an offer from an advertiser as part of a purchase agreement for a specific product.
Be able to conclude a sale and purchase agreement with the seller (or a contract for the provision of a certain service for a fee).
Accept payment for a product or service by transferring money to the seller from the buyer (in compliance with all requirements for cashless payments).

Also, according to information from article 10, part 4 of the Federal Law No.149 "On information, information technology and information protection", a news aggregator can be software, a web resource or its separate page, where content is published in Russian for the purpose of sale any product or service. More than 1 million visitors should have access to such an aggregator every day.

Important steps at the start-up phase of a project

Many people think that when launching a marketplace, you need to contact a lawyer after the project begins to fully function. But in reality, you need to apply for legal assistance earlier, because you need to solve the following issues:

which company status the aggregator / marketplace will operate;
what settlement system will be used;
how to work with online documentation.

Such issues must necessarily be resolved within the framework of the formation of the legal model and before the launch of the project, which we recommend to carry out in the following sequence:

Analysis of legal and financial risks, organizational structures, legal status, main business processes of the marketplace.
Development of a legal and tax base for the normal functioning of the aggregator.
Building an effective and transparent system of monetization and money turnover.
Building a document management system.
Development of documentation for the protection of personal data of users and compliance with the requirements of Russian legislation (the list is given below).

Legal model development

The legal model is a description of the company's work (in simple words). It necessarily includes legal documentation regulating the operation of the website, registration of users, the implementation of the project as a whole:

privacy policy;
rules for working with personal data (PD), consent to the processing of PD;
templates of contracts between the supplier and the client, paid services, commission, agency, etc.;
Terms of use;
rules for the sale of goods / provision of services.

Status (type of activity according to the legal field)

Part of the model that includes the legal provisions governing the company's activities. Typically, marketplaces and aggregators fall under the B2C (business to customer) niche. But it is worthwhile to study the issue deeper and analyze judicial practice - to find similar forms of activity and determine which norms can be applied by government agencies and the ship system.

Risks

The part that follows from the previous one. Here it is important to determine whether there have been cases of closure of companies that worked according to the same scheme as yours, sites, applications were blocked for any reason, whether there were any other consequences. The more potential risks you can find, the easier it will be to work on how to minimize them.

Contract model

The main part of the model. Before drawing it up, the first thing you need to do is determine which specific project will be implemented and how exactly it will work. There are usually 3 models to consider here:

Implementation of goods / services on behalf of the project. It looks like a classic online store, but in fact, after receiving an order from a client, the company looks for a product from the manufacturer.
Sale on behalf of manufacturers / suppliers. Many marketplaces sell their products this way. When ordering, the client understands that the seller is not the marketplace itself, but some kind of individual entrepreneur.
Combined model. Implies combining the two options described above.

That is why it is so important, even at the stage of development and planning of the marketplace / aggregator, to contact a lawyer and understand:

who will be the actual seller (the site itself or the supplier);
how the product will be sold (for example, by prior order, "just-in-time", etc.);
how payment for the goods / services will be made (through the marketplace, directly to the manufacturer, to a transit, settlement, nominal or other account).

After working through all this, you also need to determine how the earnings of the site itself will be formed, as well as resolve issues with regards to: logistics, arbitration (resolving disputes), auxiliary services (for example, advertising).

A4 Law firm specialists will develop an optimal concept for launching your marketplace or aggregator, build a transparent tax and legal structure, and develop a list of recommendations necessary for effective project management. Please contact +7 (499) 841-05-05.