By Brazil Stock Guide – Brazil’s antitrust authority Cade has approved a new cease-and-desist settlement with GPBR Participações, operator of the digital fitness platform Wellhub, formerly known as Gympass, further tightening restrictions on the use of exclusivity clauses in the market for gym aggregation platforms. The agreement was reached in the context of an administrative investigation into alleged violations of competition law linked to exclusivity and Most-Favored-Nation (MFN) clauses.
The probe began in 2020 following a complaint filed by rival platform TotalPass, which alleged that Gympass’s contractual practices could amount to an abuse of dominant position by foreclosing the market and raising barriers to entry for competing platforms. Similar concerns were later raised by Ynegócios Soluções Tecnológicas, operator of the Yoooup platform, reinforcing the authority’s concerns about competitive dynamics in the sector.
During the investigation, Cade’s investigative arm imposed interim remedies, including a ban on new exclusive contracts, the elimination of MFN and so-called quarantine clauses, and the obligation to formally notify partner gyms of revised contractual terms. The measures were designed to mitigate potential competitive harm while the merits of the case were under review.
In 2022, Cade had already approved a first settlement with the then Gympass, allowing exclusivity only where supported by demonstrable economic efficiencies and capping such arrangements at up to 20% of the gym base in each municipality or geographic zone. That agreement also barred preferential treatment clauses, prohibited exclusivity in contracts with corporate clients and established daily fines in the event of non-compliance.
The newly approved settlement goes further by significantly reducing both the percentage and the absolute number of gyms that may be subject to exclusive arrangements. It also bans practices that could amount to de facto exclusivity, such as discriminatory treatment, asymmetric economic incentives or inducements lacking a clear competitive justification.
The agreement simplifies monitoring and enforcement mechanisms, which Cade said are now more practical and effective, and requires Wellhub to present a communication plan aimed at reinforcing, among partner gyms, its commitment to free competition and the freedom to contract simultaneously with rival platforms.
In approving the settlement, Cade’s tribunal concluded that the commitments meet legal and procedural requirements and are adequate to address the competitive concerns identified in the market for digital gym aggregation platforms. According to the decision, the agreement helps preserve competitive conditions in a sector marked by network effects, while strengthening the preventive and corrective role of Brazil’s antitrust authority in digital markets.
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