The Turkish Competition Board (the “Board”) has partially granted the request to lift the commitments rendered binding[1] against Yemek Sepeti Elektronik İletişim Perakende Gıda AŞ (“Yemeksepeti”) in 2021.[2]
Having found that a material change occurred in the structure of the online food order-delivery platform services market and that Yemeksepeti is no longer in a dominant position in that market, the Board resolved to lift the commitments on the mandatory Joker discount scheme and the mandatory minimum basket amount, as well as the commitment on the pricing policy of the Vale delivery model; the Board further resolved that the commitment on the narrow most-favoured-nation (“MFN”) conditions may be reassessed following an application to be made in two years’ time.
The decision is noteworthy in that it once again underscores that commitments rendered binding for an indefinite period may be substantially revised in light of changes in market power, and that it examines the narrow MFN conditions under both Articles 4 and 6 of Law No. 4054 on the Protection of Competition (“Law No. 4054”).
In 2020, the Board initiated an investigation to determine whether Yemeksepeti’s practices in the online food order-delivery platform services market infringed Articles 4 and 6 of Law No. 4054.[3] That investigation was concluded in 2021 (the “Commitment Decision”) through the Board rendering binding Yemeksepeti’s commitments to, in the online food order-delivery platform services market, (i) terminate the narrow MFN provisions, (ii) remove and make voluntary the mandatory Joker discount scheme, (iii) restructure the minimum basket amount so that it would be set by restaurants, and (iv) continue, in respect of the Vale delivery model, pricing that covers courier staff wages, meal expenses, and the communication and fuel costs incurred for courier and delivery services.
In full compliance with the commitments, Yemeksepeti applied on 17.09.2024, submitting in essence that (i) market conditions had materially changed since the Commitment Decision, (ii) the commitments had eliminated Yemeksepeti’s ability to compete with some of its rivals, (iii) the commitments, designed to establish competition, had become anticompetitive in nature as a result of the material changes in the market, and (iv) the commitments binding Yemeksepeti should be lifted so that it could compete with its rivals on equal terms.
Having examined in depth the structure of the online food order-delivery platform services market, the Board concluded that, in the period following 2020, the market evolved from a structure dominated by Yemeksepeti into one in which multiple players could compete, particularly following the entry of Trendyol Go[4] and Getir Yemek[5] into the market; that different players were able to enter the market and establish a foothold; and that Yemeksepeti, which had held a near-monopolistic market share, was not in a dominant position as of the date of the application.
On this basis, having found that a material change occurred in the structure of the market and in Yemeksepeti’s position within it, the Board determined that the condition required for the commitments to be reassessed — namely, “a substantial alteration in any of the factors on which the decision was based”[6] — had been satisfied, and examined each of the commitments sought to be lifted in turn.
In its examination, the Board:
- found that Yemeksepeti, no longer holding a dominant position, had lost its ability to unilaterally impose terms on restaurants, and accordingly resolved to lift the commitments concerning the mandatory Joker discount scheme and the minimum basket amount;
- also lifted the commitment on the pricing of the Vale delivery model, since an undertaking that does not hold a dominant position is not expected to distort competition in the platform and courier services markets for online food delivery through below-cost pricing;
- decided not to lift the commitment on the narrow MFN conditions, but to reassess it upon an application to be made in two years’ time. In declining to lift this commitment, the Board stated that:
-
- even though Yemeksepeti is not in a dominant position in the relevant market, the narrow MFN conditions must also be assessed under Article 4 of Law No. 4054;
- Yemeksepeti retains market leadership across many of the parameters used in the dominance analysis;
- Yemeksepeti’s market share exceeds the 30% threshold under Block Exemption Communiqué on Vertical Agreements No. 2002/2 (“Communiqué No. 2002/2”), such that the narrow MFN conditions cannot benefit from the block exemption;
- the market is still dominated by Yemeksepeti, Trendyol Go, and Getir Yemek, and since the anticompetitive effects of MFN conditions may increase cumulatively, a more cautious approach must be taken toward MFN conditions in the market; and
- the narrow MFN conditions under examination do not satisfy the condition that competition not be eliminated in a significant part of the relevant market, and accordingly cannot benefit from an individual exemption.
It is also notable that the decision was adopted by majority vote. The dissenting opinion stated, in summary, that (i) the decline in Yemeksepeti’s market share remained nominal and Yemeksepeti was still the market leader, (ii) the competitive pressure resulting from this decline was insufficient given the structural features of digital markets, such as network effects and first-mover advantage, (iii) the market remained excessively concentrated despite the decline in Yemeksepeti’s share, (iv) numerous complaints concerning Yemeksepeti — relating to pricing, commissions, coercion into discounting, coercion into using its courier services, and obstruction of platform exit — continued to reach the Turkish Competition Authority despite the commitments, (v) this picture should have pointed toward initiating a new investigation rather than lifting the commitments, and (vi) the commitments granted had not been monitored sufficiently closely, the pricing structure had not been tracked in a manner that would test for exploitation and exclusion, and the complaints had not been adequately assessed.
The decision:
- once again confirms that binding commitments, even where imposed for an indefinite period, are not absolute: they may be reassessed, and lifted where warranted, to the extent that a material change in the market structure can be substantiated with concrete data; and
- underscores that vertical restraints such as MFN conditions may be subject to a separate test under Article 4 of Law No. 4054 and the market share threshold envisaged under Communiqué No. 2002/2, as well as cumulative effect analysis, independently of whether the party benefiting from the condition still holds a dominant position; accordingly, even undertakings that have ceased to be dominant cannot assume that their vertical restraints are automatically free from scrutiny.
[1] The Board’s decision dated 04.06.2020 and numbered 20-27/336-M.
[2] TYG Turkey Elektronik Ticaret Hizmetleri ve Yatırımları AŞ.
[3] Getir Perakende Lojistik AŞ.
[4] Article 43(4)(a) of Law No. 4054.
[5] The Board’s decision dated 28.01.2021 and numbered 21-05/64-28.
[6] The Board’s decision dated 27.11.2025 and numbered 25-44/1086-615.
