Direct answer
Terms that send a mainland consumer to a foreign court or foreign law are typically unenforceable (Law on the Choice of Law for Foreign-Related Civil Relationships Art. 42; CPL Art. 26). Gao v. Amazon Overseas Express rejected a Luxembourg forum clause. From 1 May 2025, Fa Shi [2024] No. 4 adds: 7-day unused full refund (Art. 14); no penalty recast of consumed services to MSRP that eats the unused balance (Arts 18–20); franchisor / brand-owner liability (Art. 5); landlord secondary liability (Art. 6); liquidation-obligor / veil exposure including foreign shareholders (Art. 7); criminal referral for malicious closure (Art. 23).
At-a-glance prepaid articles
| Article | Who | When liable |
|---|---|---|
| 5 | Foreign franchisor / brand | Assumption, induced reliance, or negligent supervision |
| 6 | Mall / landlord | Failed to verify tenant licence/qualification |
| 7 | Shareholder / liquidation obligor | No timely statutory liquidation |
| 14 | Merchant | Unused balance, refund in 7 days if unused |
| 18–20 | Merchant | Cannot claw unused funds via fake “original price” |
| 23 | Merchant / controllers | Flight + unpaid cards → punitive + public-security referral |
Timeline: Pay (D0) → unused full refund window through D7 → after use, unused remainder still cannot be confiscated by MSRP rebasing.
Scope / legal framework
Choice-of-Law Art. 42; CPL Art. 26. Consumer contracts: the consumer may rely on the law of habitual residence; local court access cannot be stripped.
SPC Fa Shi [2024] No. 4 (eff. 1 May 2025). Prepaid consumption civil disputes — franchise, landlord, liquidation, 7-day refund, anti-penalty, criminal referral.
Practical workflow
- Rewrite B2C T&Cs: PRC law + consumer’s court; strike Luxembourg/ICC-only clauses for mainland consumers.
- Franchise brand-use file: training, mystery shop, prepaid-balance reporting.
- Landlords: KYC tenant licence before allowing card sales on the premises.
- Finance: D+7 unused refund SOP; no “original-price offset.”
Annotated forum clause
INVALID: “Courts of Luxembourg have exclusive jurisdiction.” VALID pattern for mainland B2C: consumer may sue in the people’s court at the consumer’s residence or where the contract is performed; PRC law applies to consumer rights that cannot be derogated.
Common mistakes
- Global template untouched for Tmall / Mini Program.
- Franchisor “we are only a licensor” with heavy brand control and no prepaid supervision.
Action checklist
- ☐ T&Cs localisation
- ☐ 7-day refund button
- ☐ Franchise supervision minutes
- ☐ Shareholder liquidation calendar
