Price adjustment clauses in general terms and conditions (GTC) are a recurring source of legal disputes, particularly in long-term subscription services. A recent decision by the Düsseldorf Higher Regional Court (OLG Düsseldorf, judgment dated October 30, 2025, case no. 20 U 19/25) sheds important light on the requirements for such clauses in consumer contracts.
Background and Facts
The defendant, Amazon EU S.à r.l., offers a subscription service “Amazon Prime” that bundles various services, including expedited shipping, video streaming, music streaming, and gaming. The defendant’s GTC contained a price adjustment clause (Clause 5.2) entitling it to adjust membership fees at its “reasonable discretion” based on “objectively justified criteria”, citing factors such as legislative changes, inflation, wage increases, and costs of external service providers. In addition, Clause 4 provided Amazon inter alia with the right to terminate a consumer’s membership at its own discretion, subject to a 14-day notice period. A consumer protection association challenged this clause and the associated price increase by issuing cease-and-desist letters to the defendant.
Court’s Reasoning and Findings
The Düsseldorf Higher Regional Court upheld the lower court’s decision, and held the price adjustment clause invalid under Section 307(1) of the German Civil Code (BGB) on two independent grounds.
First, the court held that Amazon lacked a legitimate interest in a unilateral right to adjust prices. In cases where Amazon could not obtain the consumer’s consent to the price adjustment, it could terminate the contract at any time with only 14 days’ notice under Clause 4 of its GTC. Unlike energy supply contracts, the subscription service was not essential, and Amazon was not exposed to unavoidable long-term cost risks that would justify a unilateral price adjustment mechanism.
Second, the clause was found to be non-transparent. The subscription bundled highly heterogeneous services – from logistics to streaming – each with fundamentally different cost structures. The clause failed to disclose the cost structure of individual services or their respective weighting, making it practically impossible for consumers to verify the legitimacy of any price adjustment. The court held that the repeated assertion of passing on only cost changes, combined with the enumeration of at least some cost components, is insufficient and merely constitutes a semblance of transparency, rather than genuine transparency.
The court also addressed the costs of unjustified cease-and-desist notices: The consumer association’s warning letter had been partially unjustified, and the court confirmed that the defendant’s counterclaim for reimbursement under Section 13(5) of the German Unfair Competition Act (UWG) was valid and was calculated by reference to the full amount of the warning costs claimed by the association.
Legal Implications and Recommendations
This decision, for which leave to appeal to the Federal Court of Justice (BGH) was granted, has significant implications for businesses using price adjustment clauses in subscription or bundled service contracts. Companies should review their GTC to ensure that price adjustment clauses meet the high transparency requirements established by case law, particularly where services are bundled. Where the provider retains the right to terminate at short notice, reliance on a unilateral price adjustment mechanism may be unjustified in its entirety. Additionally, consumer protection associations should carefully assess the scope of cease-and-desist notices, as partially unjustified warnings may expose them to counterclaims for costs.
Article by SZA Schilling, Zutt & Anschütz
