I. Main Legal Relationships

Consumers depend on platforms for online transactions, so they need to register accounts on platforms. When registering, users must sign user agreements and service agreements, and comply with various rules published by the platform, establishing a service contract relationship. In this service contract relationship, the platform only provides platform services, not product sales or service providers. However, with the growth of the e-commerce industry, different types have emerged. Platform operators not only provide platform services but also directly participate as transaction parties, holding dual identities of “platform operator” and “merchant.”

II. Types of Disputes

Different identities bear different legal liabilities—one is platform liability, the other is direct party liability. Therefore, disputes between platform operators and consumers can be divided into service contract disputes and online shopping contract disputes.

III. Service Contract Disputes Between Platforms and Consumers (Users)

In online transactions, as platform service providers, platforms on one hand provide merchants with information platforms for displaying goods and prices based on service agreements signed with merchants, and on the other hand, according to service agreements signed with consumers (users), provide consumers with information about sellers and their goods, and facilitate transactions between both parties on the platform based on their mutual consensus. Since transactions are completed on the platform, consumers often directly name the platform as a defendant in litigation, claiming that exemption clauses in the registration agreement are invalid, transaction rules are unreasonable, and the platform failed to fulfill its duty of care, seeking to hold the platform liable for breach of contract.

1. Burden of Proof

1.1 Consumer’s Evidence

This type of dispute primarily centers on the non-applicability of format clauses in the registration agreement provided by the platform, and the platform’s failure to fulfill its obligation to review merchants’ sales products, resulting in goods/services not matching the actual situation.

1.2 Platform’s Evidence

(1) Registration Agreement

(2) Registration information

(3) Publicly displayed merchant information

2. Key Dispute Issue

Whether the platform bears liability for breach of contract.

3. Legal Analysis

3.1 The Registration Agreement is Legally Valid and Binding on All Parties

When consumers register on a platform to transact, they must read and accept the platform’s “Registration Agreement” to become platform users. Therefore, when consumers register, they have confirmed and accepted the Registration Agreement, meaning they accept the platform’s terms and corresponding rules. The platform has sufficiently reminded users to promptly pay attention to platform announcements, tips, agreements, rules, and related content. Contracts legally formed are protected by law and binding on all parties to the agreement.

3.2 The Platform Has Fulfilled Its Duty of Care

As a third-party online transaction platform provider, the platform merely provides a virtual transaction space for buyers and sellers and does not participate in any actual transactions. Merchant stores are operated by the merchants themselves, and the promotional pages and product display content are uploaded, maintained, and after-sales services provided by merchants. They are independent operators within the platform. The platform has fulfilled reasonable review and duty of care for merchants joining the platform, and has publicly displayed merchants’ business licenses and other qualification information on the platform. The platform has fulfilled its review and duty of care.

4. Compliance Recommendations

4.1 Platforms Should Strengthen Obligations to Alert and Explain Electronic Contract Content

When registering online to sign electronic agreements through platforms, in addition to ensuring format clause content is lawful and compliant, to avoid electronic contract invalidity or revocation, platforms should also strengthen reasonable measures to alert and explain electronic contract content. Electronic contract content can be extensive, with possibly multiple bold-identified clauses on each page, and sometimes there are more bold-identified clauses than non-bold ones. Although platforms may use special text, symbols, fonts, and other means to突出 (highlight/emphasize) relevant format clauses, if such identification fails to draw consumers’ reasonable attention, it is insufficient to认定 (determine) that the platform has fulfilled its alerting and explaining obligations. This creates the risk that relevant format clauses may be revoked or deemed invalid. According to Article 33 of the Electronic Commerce Law of the People’s Republic of China: E-commerce platform operators shall continuously publish platform service agreement and transaction rule information, or links to such information, in a prominent position on the homepage, and ensure that operators and consumers can conveniently and completely view and download such information.

In summary, when platforms provide format clauses that exempt or reduce platform liability, increase user liability, or exclude users’ primary rights, they need to present such clauses in a manner that effectively draws registered users’ attention from the user registration experience perspective.

4.2 Platforms Should Strengthen Self-Management and Merchant Oversight

Platforms should improve content management mechanisms, strengthen management of stores within the platform, review whether merchants are legally registered, urge merchants to timely verify qualification certificates and certification documents, and prevent counterfeit and inferior products from entering the market in large quantities. According to Article 27 of the Electronic Commerce Law, e-commerce platform operators shall require merchants applying to sell goods or provide services on the platform to submit their true identity, address, contact information, administrative licenses, and other true information, conduct verification and registration, establish registration files, and conduct regular verification and updates. For merchants selling non-compliant goods, they shall be promptly handled according to platform management rules. Complaint and reporting channels should be further improved to facilitate consumers reporting merchant violations to the platform immediately upon discovery. If unlawful conduct is determined, relevant leads shall be transferred to judicial authorities.

IV. Online Shopping Contract Disputes Between Consumers and Platform Self-Operation/Merchants

When consumers purchase goods/services from platform self-operated businesses or merchants on the platform, if both parties engage in breach of contract regarding brand, price, quantity, weight, quality, etc., the provisions of Articles 610 and 617 of the Civil Code of the People’s Republic of China and Article 44 of the Consumer Rights Protection Law of the People’s Republic of China apply.

Due to the development of online transactions and the diversity of goods and services, situations frequently arise where defective product quality or service quality causes personal injury or property damage to consumers. In such cases, contractual liability and tort liability concur. Consumers may choose to claim liability for breach of contract based on relevant contractual provisions, or claim compensation based on relevant tort liability provisions, but consumers can only choose one method for rights protection.

V. Competent Courts for Contract Disputes

When contract disputes occur, if the signed contract contains a jurisdiction agreement clause, either party may file a lawsuit with the court having jurisdiction per the agreement; if no jurisdiction is agreed upon, either party may file a lawsuit with the defendant’s domicile court or the court where the contract is to be performed.

According to Article 20 of the Interpretation of the Supreme People’s Court on the Application of the Civil Procedure Law of the People’s Republic of China: For sales contracts concluded by information network means, if the subject matter is delivered by information network, the buyer’s domicile shall be the place of contract performance; if the subject matter is delivered by other means, the place of receipt shall be the place of contract performance. If the parties have agreed on the place of performance, such agreement shall prevail.