[Direct answer]Standard contract terms do not become effective just by being signed. According to Article 497 of the Civil Code (effective January 1, 2021), if the party providing the standard contract terms unreasonably exempts or reduces its own liability, increases the other party's liability, or restricts the other party's main rights, or excludes the other party's main rights, such standard contract terms shall be invalid; Article 506 stipulates that any exemption clauses that cause personal injury to the other party or result in property losses to the other party due to intentional or gross negligence shall be invalid. In consumer scenarios, Article 26 of the Consumer Rights and Interests Protection Law (amended on October 25, 2013 and effective since March 15, 2014) also prohibits the use of standard contract terms to exclude or restrict consumers' rights, and such content shall be invalid. To protect their rights, consumers can first claim that the terms are invalid and then request the return of the property in accordance with Article 157. They can also seek legal advice.Legal services for corporate commercial and contract disputesOr visitBeijing Henglu Law Firm.

I. Problem background and typical scenarios

The exemption clauses in insurance contracts, the insured value and liability limitation clauses in express delivery waybills, the "no refunds" clause in gyms, the "final interpretation rights" in platform user agreements, and the clauses that impose additional obligations on home buyers in the annexes of commercial housing sales contracts are all major areas of dispute over standard clauses. These clauses are pre-formulated and repeatedly used by merchants, and consumers and corporate clients often do not actually read them when signing or clicking to confirm. When disputes arise, the other party will almost inevitably cite the clause to defend themselves, saying "you signed it in black and white". However, the party asserting rights usually has three levels of breakthrough points: the clause does not constitute part of the contract (the provider failed to fulfill its obligation to provide explanations and instructions), the clause is invalid (the rights and obligations are unbalanced), and the clause should be interpreted in a way that is unfavorable to the provider. How to choose and progress through these three levels directly determines the outcome of the case.

II. Key points of dispute

  • Path selection of "non-inclusion" and "invalidity": According to Article 496 of the Civil Code, if the provider fails to fulfill the obligation of giving notice or explanation regarding the clauses that are of great interest to the other party, resulting in the other party not noticing or understanding them, the other party may claim that the clauses do not become part of the contract, and there is no need to prove that the content is illegal in this case; while Article 497 targets clauses that have been included but are unbalanced and invalid. The constitutive elements and evidentiary directions of the two are different, and they are often confused with each other.
  • The boundaries of the invalid scope: Article 506 classifies the exemption from liability for personal injury and the exemption from liability for property damage caused by intentional or gross negligence as absolutely invalid, meaning that even if the contract is signed, it cannot be justified; the exemption clauses for property damage caused by ordinary negligence are not necessarily invalid, and they need to be judged in light of the balance of interests in Article 497.
  • Explanation of the application of the rules: According to Article 498, if there are more than two interpretations of the standard terms, the interpretation unfavorable to the party providing the standard terms shall prevail; if the standard terms are inconsistent with the non-standard terms, the non-standard terms shall prevail—the supplementary agreements reached during the negotiation shall take precedence over the printed templates.

III. Professional analysis by Henglue Lawyers

The practical observations of Henglue Lawyers in reviewing and handling disputes over standard contract terms are as follows: The court's review typically proceeds in four steps: "whether it constitutes a standard contract term—whether it is incorporated into the contract—whether the content is valid—how to interpret it", with the burden of proof generally falling on the provider. In the first step, pre-prepared terms that are repeatedly used and not negotiated with the other party are deemed standard contract terms, making it relatively easy for the other party to provide evidence. In the second step, incorporation control: The provider must prove that they fulfilled their obligation to provide sufficient notice and explanation for clauses with significant legal consequences such as liability exemptions, limitations of liability, or increased responsibilities for the other party. In practice, common proof methods include bolding and highlighting text, requiring separate signatures, forcing users to read through pop-up windows, and providing detailed explanations before signing with written records. Courts often disapprove of defenses based solely on "the contract has been delivered for review". In the third step, validity control: Even if incorporated, clauses such as "no refunds", "no refunds for any reason", or "the merchant may unilaterally modify rules without liability" that exclude the other party's main rights or impose unlimited responsibilities on them are often ruled invalid under Article 497. Clauses like "the final interpretation rights belong to the merchant" that exclude consumers' main rights are also not supported and may lead to investigations by market supervision authorities. In the fourth step, interpretation control: When the clause's wording is ambiguous, the court interprets it in favor of the provider according to Article 498. The parties' statements about the contract negotiation background, industry practices, and their performance can guide the interpretation direction. There are two common pitfalls: 1. Claiming "I didn't notice" without asserting the clause's invalidity, missing the path of invalidation without relying on the obligation to provide sufficient notice under Article 497. 2. Focusing solely on invalidation without seeking favorable interpretations under Article 498 or neglecting subsequent requests for property restitution and compensation under Article 157 after invalidation.

IV. Practical suggestions and legal basis

Law-based aspects: Article 496 of the Civil Code (effective January 1, 2021) establishes the definition of standard clauses and the obligation to provide explanations; Article 497 lists invalid circumstances; Article 498 establishes the rules of adverse interpretation and priority of non-standard clauses; Article 506 stipulates two situations where exemption clauses are absolutely invalid; Article 153 provides that civil legal acts that violate mandatory provisions or public order and good customs are invalid, which can serve as a fallback basis for content review; Article 157 stipulates that after the contract is invalidated, the parties shall return the property or compensate in the form of a discount, and the party at fault shall compensate for the losses. Practical suggestions: Before signing a contract, review the exemption clauses, liability limitations, penalties, and jurisdiction clauses in the model contract article by article; As a provider, you should bold the major clauses, confirm them separately, and keep the explanation records; As a counterparty, when asserting rights, organize the claims in three progressive layers: "not included—invalid—adverse interpretation", and simultaneously claim the return of paid fees; Consumers can also file complaints with the market supervision department, and the administrative investigation records can serve as supplementary evidence in civil litigation.

5. Henglue Law Firm's Advice

The key to disputes over standard contract terms lies not in whether the contract has been signed, but in whether the terms are fair and whether the provider has truly brought the important terms to your attention. When encountering terms like "no refunds" and "no liability", don't just accept the provider's argument that "once you sign, you have to abide by it". Instead, keep the original contract, the signing process, and communication records intact. The potential for claiming invalidity and seeking compensation is often greater than you might imagine. Conversely, as a provider, rather than risk losing a lawsuit later, it's better to provide clear explanations and procedures for exemption and limitation of liability clauses during the drafting stage. Such cases often involve requests for fee refunds and compensation for losses. It is recommended to evaluate the situation as soon as possible within the three-year statute of limitations and take appropriate legal action.Legal services for corporate commercial and contract disputesObtain terms review and litigation solutions, or throughBeijing Henglu Law FirmMake an appointment for an interview.

Q1: If a merchant writes "No refunds will be issued under any circumstances", does that mean you really can't get a refund?

It's not necessarily the case. The "no refunds" clause is a typical standard contract term that excludes the other party's main rights and exempts the contractor's responsibilities. According to Article 497 of the Civil Code, it can be deemed invalid; in consumer scenarios, it also violates Article 26 of the Consumer Rights and Interests Protection Law. After the clause is deemed invalid, according to Article 157, the operator shall refund the fees for the unconsumed part. Even if the clause is not entirely invalidated, according to Article 498, when there are two interpretations of the "refund conditions", the interpretation unfavorable to the merchant will prevail. In practice, first claim a refund in writing and keep the communication records. If no agreement is reached, you can file a complaint with the market supervision department or sue the merchant. Most "no refunds" clauses cannot withstand an effectiveness review.

Q2: The disclaimer is written in a prominent way, and I've also signed and confirmed it. Why might it still be invalid?

Because the obligation to provide clear explanations addresses the question of "whether the terms have been incorporated into the contract," and the review of legal effect is an independent second checkpoint. According to Article 506 of the Civil Code, exemption clauses that cause personal injury to the other party, as well as exemption clauses that cause property damage to the other party due to intentional or gross negligence, are all invalid—even signing, highlighting, or notarizing them cannot revive their effect. General property damage exemption clauses that unreasonably exempt the party's own responsibilities or impose additional responsibilities on the other party can also be deemed invalid according to Article 497. In other words, signing the contract only means that you have seen the terms, but it does not mean that you have waived the fundamental rights protected by law enforcement.

Q3: Is a clause like "The final interpretation rights belong to our store" valid?

This provision is invalid and unsupported by the court. This statement means that the merchant can unilaterally determine the direction of the rights and obligations of both parties. In essence, it excludes the main rights of consumers and grants the merchant the right to arbitrarily interpret and modify the terms. According to Article 497 of the Civil Code, it should be deemed invalid, and Article 26 of the Consumer Rights and Interests Protection Law also expressly prohibits such content. In addition to being unenforceable in civil litigation, market supervision departments can impose administrative penalties on such acts of infringing on consumers' rights under the "Final Interpretation Right" according to the "Punishment Measures for Infringements of Consumers' Rights and Interests". When encountering merchants who invoke this clause to refuse refunds or compensation, consumers can directly claim that the clause is invalid and fix evidence such as promotional pages and order screenshots.

Q4: The other party didn't remind me to pay attention to the disclaimer. What should I do?

Claim that the clause does not constitute part of the contract. According to Article 496 of the Civil Code, the party providing the standard terms has the obligation to give a warning and explanation for the clauses that are of great interest to the other party. If the party fails to fulfill this obligation and causes the other party to fail to notice or understand the clause, the other party may claim that the clause does not constitute part of the contract - which means that the clause is not included in the contract at all, and there is no need to argue its invalidity anymore. The burden of proof lies with the party providing the standard terms, who must prove that he has given a warning in a prominent manner and provided an explanation according to the requirements of the other party. If he cannot provide evidence such as bold marking, separate signature, pop-up confirmation, and explanation records, the claim is usually valid. Note that it is necessary to raise the claim in a timely manner within the statute of limitations (Article 188, 3 years).

Q5: After the standard terms and conditions are deemed invalid, can the money already paid be refunded?

Yes. According to Article 157 of the Civil Code, after a civil legal act is declared invalid, the property obtained by the party through that act shall be returned; if it cannot be returned or there is no need to return it, the party shall make compensation in the form of a monetary value. The party at fault shall compensate the other party for the losses suffered thereby; if all parties are at fault, they shall each bear corresponding responsibilities. For example, after the "no refund" clause is declared invalid, the unconsumed prepayment shall be fully refunded; after the unreasonable penalty clause is declared invalid, the overcharged portion shall be returned, and you may also claim interest on the funds occupied. If the refund negotiation fails, promptly file a lawsuit and list the return and compensation in the claim to avoid omitting the compensation for losses while only refunding the principal amount.

If you are currently facing similar problems, it is recommended that you consult a professional lawyer as soon as possible with the necessary evidence to avoid missing the statutory time limit. →Corporate commercial legal services·Beijing Henglu Law Firm