Electronic Commerce Law of the People’s Republic of China

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Order of the President of the People’s Republic of China

No. 7

 

The Electronic Commerce Law of the People’s Republic of China, adopted at the 5th Meeting of the Standing Committee of the Thirteenth National People’s Congress of the People’s Republic of China on August 31, 2018, is hereby promulgated and shall come into force as of January 1, 2019.

Xi Jinping

President of the People’s Republic of China

August 31, 2018

 

Electronic Commerce Law of the People’s Republic of China

(Adopted at the 5th Meeting of the Standing Committee of the Thirteenth National People’s Congress of the People’s Republic of China on August 31, 2018)

Contents

Chapter I  General Provisions

Chapter II E-Commerce Operators

Section 1 General Rules

Section 2 E-Commerce Platform Operators

Chapter III Formation and Performance of E-Commerce Contracts

Chapter IV Settlement of E-Commerce Disputes

Chapter V  Promotion of E-Commerce

Chapter VI  Legal Liability

Chapter VII Supplementary Provisions

Chapter I  General Provisions

Article 1  This Law is enacted to safeguard the lawful rights and interests of e-commerce participants, regulate e-commerce, maintain market order, and promote sustainable and sound e-commerce development.

Article 2  This Law applies to e-commerce within the territory of the People’s Republic of China.

For the purposes of this Law, “e-commerce” means business activities of selling goods or providing services through the internet or any other information network.

Where any other law or administrative regulation provides otherwise for the sale of goods or provision of services, such other laws or administrative regulations shall apply. This Law shall not apply to financial products and services and content services provided via information networks, such as news information, audio-video programs, publications, and cultural products.

Article 3  The State encourages the development of new forms of e-commerce and the creation of new models of commerce, promote the research, development and application of e-commerce technology, facilitate e-commerce credibility building, foster a market environment favorable for e-commerce innovation and development, and ensure that e-commerce plays an important role in promoting high-quality development, meeting the people’s ever-growing needs for a better life, and developing an open economy.

Article 4  The State shall provide equal treatment to online and offline commerce and stimulate their integration. The people’s governments and relevant departments at all levels may neither implement discriminatory policies or measures nor abuse their administrative power to exclude or restrict market competition.

Article 5  E-commerce operators shall follow the principles of free will, equality, fairness, and good faith in their business operations, observe the law and follow business ethics, fairly participate in market competition, perform obligations in areas including protection of consumer rights and interests, the environment, intellectual property rights, cybersecurity and personal information, assume responsibility for the quality of products or services, and be subject to government and public oversight.

Article 6  The relevant departments of the State Council shall, according to their respective powers and duties, be responsible for the development, supervision and regulation of e-commerce. Local people’s governments at or above the county level may, based on the actual situations, determine the division of powers and duties among their departments in respect of e-commerce in their respective administrative regions.

Article 7  The State shall establish a coordinative administration system adaptive to the characteristics of e-commerce and promote the formation of an e-commerce market governance system in which competent authorities, e-commerce industry associations, e-commerce operators and consumers, etc., jointly participate.

Article 8  E-commerce industry associations shall, pursuant to their bylaws, exercise self-discipline, establish and improve industry standards, promote credibility building of the industry , and oversee and guide business operators in their industry to fairly participate in market competition.

Chapter II   E-Commerce Operators

Section 1  General Rules

Article 9  For the purposes of this Law, “e-commerce operators” means natural persons, legal persons and unincorporated organizations that engage in business activities of selling goods or providing services through the internet or other information networks, including e-commerce platform operators, on-platform business operators, and e-commerce operators that sell goods or provide services through self-owned websites or other network services.

“E-commerce platform operators” means legal persons or unincorporated organizations which, in e-commerce, provide two or more parties to a transaction with services, such as online business premises, deal-making, and information releasing, for the parties to independently engage in transactional activities.

“On-platform business operators” means e-commerce business operators which sell goods or provide services on an e-commerce platform.

Article 10  E-commerce operators shall complete business registration in accordance with law, except, natural persons selling self-produced agricultural and sideline products or homemade crafts, or engaging in convenient services by using their own skills for which no permit is required by law, or occasional and low-value transactions, or engaging in transactional activities for which no business registration is required by laws or administrative regulations.

Article 11  E-commerce operators shall perform the obligation of tax payment and be entitled to tax incentives in accordance with law.

E-commerce operators which are not required to complete business registration under the preceding Article shall, after the first tax obligation arises, apply for tax registration and faithfully file tax returns, as required by laws and administrative regulations on tax collection.

Article 12  E-commerce operators which are required by law to hold relevant administrative permit for their business operations shall duly obtain such permits.

Article 13  E-commerce operators shall sell goods or provide services which meet the requirements for guaranteeing personal and property safety and for environmental protection and shall not sell goods or provide services the trading of which is prohibited by laws or administrative regulations.

Article 14  E-commerce operators shall issue paper or electronic invoices or other documents of proof for the sale of goods or provision of services in accordance with law. Electronic invoices shall have the same legal effect as paper invoices.

Article 15  E-commerce operators shall, at prominent places on their homepages and primary webpages, continuously display the information of their business licenses and the administrative licensing related to their business operations or the statement that they are not required to complete business registration pursuant to Article 10 of this Law, or marks of the links to the aforesaid information.

Where there is any change to the information specified in the preceding paragraph, e-commerce operators shall update the aforesaid information in a timely manner.

Article 16  Where e-commerce operators are to voluntarily terminate their e-commerce business, the e-commerce operators shall continuously display such information 30 days in advance at a prominent place of their homepages and primary webpages.

Article 17  E-commerce operators shall fully, faithfully and accurately disclose in a timely manner the information on their goods or services to safeguard consumers’ right to be informed and to choose. E-commerce operators shall not conduct false or misleading commercial promotion by fabricating transactions or user comments or by any other means, to defraud or mislead consumers.

Article 18  When providing search results of goods or services for consumers based on their interest and preference, consumption habits, or any other characteristics, e-commerce operators shall simultaneously provide the consumers with options not targeting their personal characteristics, and respect and equally protect their lawful rights and interests.

E-commerce operators shall comply with the relevant provisions of the Advertisement Law of the People’s Republic of China in sending advertisements to consumers.

Article 19  Where e-commerce operators intend to perform tie-in sale of goods or services, they shall alert consumers in a prominent way and shall not set the said tie-in sale as a default option.

Article 20  E-commerce operators shall deliver goods or services to consumers as promised or in accordance with the ways and schedules otherwise agreed upon with consumers, and assume risks and liabilities during the shipment of the goods, unless the consumers choose courier and other logistics service providers.

Article 21  Where e-commerce operators collect deposits from consumers as agreed, they shall expressly define the ways and procedures for refunding with no unreasonable conditions attached. Where consumers request for a refund of deposits and meet the conditions therefor, e-commerce operators shall make a refund in a timely manner.

Article 22  E-commerce operators having dominant market positions as a result of their technological advantages, number of users, capability of controlling the relevant industry, dependence of other business operators on them in transactions, or any other factors, shall not abuse their dominant market positions to exclude or restrict competition.

Article 23  Where e-commerce operators collect or use the personal information of their users, they shall comply with the provisions on the protection of personal information in the relevant laws and administrative regulations.

Article 24  E-commerce operators shall expressly specify the ways and procedures for searching, correcting and deleting user information and user deregistration, and shall not set unreasonable conditions for such search, correction, deletion or deregistration.

When receiving an application for searching, correcting, or deleting user information, e-commerce operator shall, upon identity verification, enable such search, correction or deletion in a timely manner. In the case of a user deregistration, e-commerce operator shall immediately delete the information of the user; where laws or administrative regulations provide for, or the parties agree to, information retention, the e-commerce operator shall do so accordingly.

Article 25  E-commerce operators shall provide the e-commerce data and information where the competent authorities so require pursuant to laws or administrative regulations. The competent authorities shall take necessary measures to protect the safety of the data and information provided by e-commerce operators, strictly keep confidential the personal information, privacy, and trade secrets therein, and shall not divulge, sell, or otherwise illegally provide them to others.

Article 26  E-commerce operators which engage in cross-border e-commerce shall comply with the laws, administrative regulations, and other relevant State provisions on the supervision and administration of import and export.

Section 2  E-Commerce Platform Operators 

Article 27  E-commerce platform operators shall request the business operators applying for selling goods or providing services on their platforms to submit authentic information about their identity, address, contact, and administrative permit, verify and record such information, establish register files, and regularly verify and update the files.

Where e-commerce platform operators provide services for users selling goods or providing services for nonbusiness purposes on their platforms, they shall observe the relevant provisions in this Section.

Article 28  E-commerce platform operators shall submit the identity information of on-platform business operators to the departments for market regulation in accordance with provisions, remind the business operators which have not completed their business registration to complete it as legally required, and based on the characteristics of e-commerce, cooperate with the departments for market regulation in facilitating the relevant on-platform business operators in completing business registration as required.

E-commerce platform operators shall submit the identity information and the tax-related information of on-platform business operators to the tax department in accordance with laws and administrative regulations on tax collection, and remind the on-platform business operators that are not required to complete business registration pursuant to Article 10 of this Law, to complete tax registration pursuant to the second paragraph of Article 11 of this Law.

Article 29  Where e-commerce platform operators discover any information on goods or services on their platforms in violation of the requirements set forth in Article 12 or 13 of this Law, they shall take necessary measures in accordance with law and report to the competent authorities.

Article 30  E-commerce platform operators shall take technological and other necessary measures to keep the safe and stable operation of their networks, prevent violations of law and crimes in cyberspace, effectively respond to cybersecurity incidents, and guarantee the security of e-commerce transactions.

E-commerce platform operators shall prepare contingency plans for cybersecurity incidents. Where cybersecurity incidents occur, they shall initiate the contingency plans immediately, take corresponding remedial measures, and report to the competent authorities.

Article 31  E-commerce platform operators shall record and store the information on the goods and services which is released on their platforms and the information on transactions, and keep such information complete, confidential and available. The information on goods and services and their transactions shall be kept for at least three years from the date of the completion of transaction, unless otherwise provided for by laws or administrative regulations.

Article 32  E-commerce platform operators shall, on the principles of openness, fairness and impartiality, develop platform service agreements and transaction rules, and specify the rights and obligations in respect of joining and quitting their platforms, assurance of the quality of goods and services, protection of consumer rights and interests, and protection of personal information.

Article 33  E-commerce platform operators shall continuously display their platform service agreements and transaction rules, or the marks of links to the aforesaid information, at prominent places on their homepages and primary webpages to ensure the convenient access to and download of such information in full by the on-platform business operators and consumers.

Article 34  Where e-commerce platform operators intend to modify their platform service agreements or transaction rules, they shall solicit public comments at prominent places on their homepages and primary webpages and take reasonable measures to ensure that the relevant parties can fully express their opinions in a timely manner. The modified contents shall be published at least seven days prior to implementation.

Where on-platform business operators do not accept the modifications and seek to quit the e-commerce platforms, the platform operators shall not prevent them from doing so and shall assume relevant responsibility in accordance with the service agreements and transaction rules prior to the modification.

Article 35  E-commerce platform operators shall not, by virtue of service agreements or transaction rules, or by technology or other means, place unreasonable restrictions or conditions on the transactions carried out by the on-platform business operators on their platforms or on the transaction prices, or on the transactions carried out by their on-platform business operators with other business operators, or charge the on-platform business operators any unreasonable fees.

Article 36  Where e-commerce platform operators, in accordance with the platform service agreements and transaction rules, take measures, such as warning, suspending or terminating services, against the violations of laws or regulations by on-platform business operators, they shall publish as such in a timely manner.

Article 37  E-commerce platform operators conducting self-operated business on their own platforms shall distinguish and mark in a prominent way their self-operated business from that of on-platform business operators so as not to mislead consumers.

E-commerce platform operators shall bear civil liability, as goods sellers or service providers, for the goods or services marked with “self-operated business,” in accordance with law.

Article 38  Where an e-commerce platform operator knows or should have known that an on-platform business operator sells such goods or provides such services as not meeting the requirements for guaranteeing personal and property safety or infringes upon the lawful rights and interests of consumers, and fails to take necessary measures, the e-commerce platform operator shall bear joint and several liability with the on-platform business operator in question.

Where e-commerce platform operators fail to verify the qualifications or licenses of on-platform business operators that sell goods or provide services which affect the life and health of consumers, or fail to fulfill the obligation of guaranteeing consumer safety, and as a result damages are caused to consumers, the e-commerce platform operators shall assume corresponding liability in accordance with law.

Article 39  E-commerce platform operators shall establish and improve credit rating systems, publish credit rating rules, and provide access for consumers to make comments on the goods sold or services provided by the on-platform business operators.

E-commerce platform operators shall not delete any comment made by consumers on the goods sold or services provided on their platforms.

Article 40  E-commerce platform operators shall display the search results of goods or services to consumers by various means according to factors such as price, sales volume and creditability of the goods or services; and prominently mark with “advertisement” the goods or services which are ranked based on price bidding.

Article 41  E-commerce platform operators shall formulate rules for protection of intellectual property rights and cooperate with holders of intellectual property rights, and protect intellectual property rights in accordance with law.

Article 42  Where the holder of an intellectual property right believes that his intellectual property right has been infringed upon, he shall have the right to require, by a notice, the e-commerce platform operator concerned to take necessary measures, such as deleting, blocking or disconnecting links or terminating transactions and services. The notice shall include prima facie evidence that the infringement has been committed.

Having received the foregoing notice, the e-commerce platform operator shall take timely and necessary measures and forward the notice to the infringing on-platform business operator. Where the e-commerce platform operator fails to take timely and necessary measures, it shall bear joint and several liability with the infringing on-platform business operator for subsequent damages.

Civil liability shall be borne for any damage caused to an on-platform business operator by erroneous notice. The liability of double compensation shall be borne for any damage caused to the on-platform business operator by erroneous notice given in bad faith.

Article 43  An on-platform business operator may, upon receipt of the notice of infringement forwarded by the e-commerce platform operator, give a declaration of non-infringement to the latter. The declaration shall include prima facie evidence of non-infringement.

The e-commerce platform operator shall, upon receipt of the declaration, forward it to the holder of the intellectual property right who gave the notice, and advise that the holder may file a complaint with the competent authority or a lawsuit before a people’s court. Within 15 days after the forwarded declaration is delivered to the holder of the intellectual property right, if the e-commerce platform operator receives no further notice that the holder has filed a complaint or lawsuit, it shall promptly terminate the measures it has taken.

Article 44  The e-commerce platform operator shall publish in a timely manner the notices and declarations specified in Articles 42 and 43 of this Law as well as the results of disposal.

Article 45  Where an e-commerce platform operator knows or should have known that an on-platform business operator infringes upon an intellectual property right, it shall take necessary measures such as deleting, blocking, disconnecting links or terminating transactions and services, or, failing that, it shall assume joint and several liability with the infringer.

Article 46  In addition to the services provided for in the second paragraph of Article 9 of this Law, e-commerce platform operators may, pursuant to platform service agreements and transaction rules, provide services for e-commerce among on-platform business operators such as warehousing, logistics, payment settlement and delivery and receipt. When providing services for the e-commerce among the on-platform business operators, e-commerce platform operators shall observe the laws, administrative regulations, and the relevant State provisions and shall not conduct transactions by centralized bidding, acting as market makers, or any other means of centralized trading, or by standardized contracts.

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