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Online marketplaces and sales platforms have shifted commerce, shortening the distance between merchants and shoppers to just a few clicks. Thus, it is no coincidence that this business model is continuously growing and infiltrating an increasing number of niches.
However, as the prominence of this business model expands, the question of accountability arises. After all, which party has the legal responsibility for the transactions between the buyers and sellers? This matter is effectively tackled by the Revised Payment Services Directive. Learn how exactly the PSD2 navigates the current market situation below.
Online platforms perform as centralized portals that facilitate transactions between the consumers and merchants, while marketplaces play a direct role in the transaction itself.
Platforms and marketplaces are extremely popular these days due to their convenience and level of services provided. But what does it take to maintain such complex systems that deal with enormous transaction volumes from the legal side?
The first Payment Services Directive (PSD) was introduced in 2007 in the EU. While it was in force, the platforms were left as a gray area, allowing different countries to interpret the regulations as they saw as more fitting. In many cases, this meant that the platforms could be relieved of the responsibility for the transactions between the buyers and sellers by being exempt from the regulation and considered facilitators or commercial agents.
Things have changed with the adoption of PSD2 in 2015, which became fully applicable across the EU from 13 January 2018. The revised directive’s goal was to provide the consumers with more security and better service. This eliminated the gray area for platforms. Payments licenses became mandatory for platforms that were acting on behalf of both the shoppers and the merchants.
So what are the main PSD2 requirements that eCommerce platforms must follow nowadays?
The fact that marketplace businesses are more regulated under PSD2 comes with plenty of benefits alongside additional aspects to be kept in mind.
It can be in the form of an e-money, PSP, or banking license and needs to be issued by the national competent authority (NCA) in the relevant EU/EEA member state — in some countries this is the national central bank (e.g. Ireland, Lithuania), in others a separate financial regulator (e.g. BaFin in Germany, ACPR in France). However, there are certain exemptions to the regulations:
Commercial Agent
A business platform can be relieved from the need to present a financial license in some cases. One of such instances is when a business is structured around a commercial agent exemption. This is when marketplaces or platforms only act on behalf of the buyer or the seller — and, critically, never take possession or control of the funds moving between the parties. Most two-sided marketplaces, which hold buyer funds before paying out sellers, do not meet this condition, so the exemption applies only in narrow cases.
Regular Occupation or Business Activity Test
According to PSD2, licensing applies only to businesses for which providing payment services is itself a regular occupation or business activity — not to those for whom it is merely incidental to a different core business. Where this test doesn’t exempt a platform, it can still avoid holding its own license by routing payments through a separately licensed provider (see “Collaborate with a Payment Service Provider (PSP)” below).
The Limited Network Exemption
This exemption is only applicable to a limited range of commercial activities, like “closed-loop” payments. Yet, providers must notify the national competent authority if their payment transaction volume exceeds €1 million over the preceding 12 months (PSD2, Article 37(2)). The authority then issues a formal, reasoned decision on whether the exclusion genuinely applies to the business; if not, a payment license is required.
All in all, there are three ways for platforms and marketplaces to comply with PSD2:
The same orchestration challenges apply beyond marketplaces — for example, in the neobank sector:
Neobanks rely on payment infrastructure that connects their digital banking services to underlying payment rails, PSPs and other financial institutions. Under PSD2, the regulatory requirements depend on the payment services a business provides and the role it performs in the payment flow. Depending on its business model, a neobank may operate under its own regulatory authorisation or work with appropriately authorised financial and payment service providers.
Payneteasy provides the payment technology layer rather than the regulatory authorisation itself. Neobanks and fintech companies can use our payment orchestration platform and white label payment gateway to connect payment providers and acquirers, manage transaction routing, and centralise payment operations. The underlying regulated payment services remain with the appropriately authorised institutions involved in the payment flow. See how Payneteasy supports fintech companies on our fintech page.
Not necessarily. Depending on its business model, a neobank may operate under its own regulatory authorisation, or it may work with appropriately authorised financial and payment service providers to deliver payment services under PSD2.
Payneteasy provides the payment technology layer rather than the regulatory authorisation itself. Neobanks use our payment orchestration platform and white label payment gateway to connect payment providers and acquirers, manage transaction routing, and centralise payment operations, while the underlying regulated payment services remain with the appropriately authorised institutions involved in the payment flow.
No. Payneteasy supplies the underlying payment orchestration platform and white label payment gateway that a neobank plugs into — not a merchant account. Funds flow through the neobank’s own licensed banking rails, and Payneteasy handles routing, provider connections, and compliance tooling around them.
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