Seven Tmall Partner contract terms decide whether you can leave cleanly: who owns the store, how accounts and data come back, the notice and transition period, the KPIs that let you terminate, what the commission is charged on, who controls ad spend, and a no-sabotage clause with a penalty. Settle all seven at signing. By the exit, you have nothing left to trade.
On March 31, 2021, the last day of a one-year contract, a Chongqing ecommerce agency logged into the flagship store it ran for a Shanghai instant-food brand. At about 10 a.m. it deleted the promotion links for three best-selling products. The brand had already told the agency it wouldn’t renew, and planned to take the store back at midnight.
The agency deleted the promotion links of three best-selling products on the last day of the contract. The court found it breached good faith and upheld 20,000 RMB in damages, against the 76,485.68 RMB the brand claimed. Source: Chongqing No. 5 Intermediate People’s Court (重庆市第五中级人民法院), 2023 commercial cases, as carried by Tahota Law Firm, March 2024. https://www.tahota.com/CN/article.aspx?mdid=2dee3c858729caec&KeyID=34e7554e7e98bbf5
So the brand won, and collected about a quarter of its claim. The court didn’t name the platform. It hardly matters. Any agency still holding the keys on its last morning can do the same to a Tmall or Tmall Global store.
This isn’t legal advice. Have a lawyer qualified in China read your draft before you sign.
Tmall Partner contract terms: the seven clauses
A Tmall Partner, or TP, is the agency that runs your store day to day. Most charge a monthly retainer plus a commission on sales; our calculator starts from 35,000 RMB a month and 10%. Our guide to finding a Tmall Partner covers how to pick one, and Compass is where we file the TPs we’ve watched run stores. This table covers what to sign.
| Clause | What to write | What goes wrong without it |
|---|---|---|
| Store ownership | The Tmall Global store is registered to your company. The TP runs it under a service agreement. | The platform bars transferring an account without its written consent, so a store opened in the TP’s name may never come back. |
| Account and data handover | You hold the main account. The TP works through named sub-accounts. Reports, chat logs and creative files are exported monthly. | A Qingdao ex-employee kept the store password and deleted a listing with 4.38 million RMB of sales. Its reviews never came back. |
| Notice and transition | 60 to 90 days’ notice, a written handover plan and a cutover date outside Double 11 and 618. | You fall back on the Civil Code’s at-will exit, and the side that quits a paid mandate owes the other’s lost profit. |
| KPIs that allow termination | Quarterly targets on net sales, read from the store backend, with a right to terminate and a fixed refund. | Xiamen courts ordered refunds because the contracts named them. One agency promised 1.1 million RMB in six months; the store sold 69,847 RMB. |
| Commission base | Commission on sales net of refunds, tax and shipping, trued up after the return window. | A gross base pays the TP on goods that came back. Douyin’s own creator rule cancels commission on refunds. |
| Ad-spend control | The ad account sits under your store, you fund it, and spend above a monthly cap needs written approval. | A Xiamen agency steered its client’s promotion money to a third party. Getting any of it back took a lawsuit. |
| No sabotage, with a penalty | A named list of acts (deleting links, changing prices, pausing ads) and a fixed penalty for each. | The Chongqing brand proved the breach and collected 20,000 RMB. |
The first row comes before everything else. Open the store in your own company’s name during cross-border setup, before a TP touches it.
Without Tmall Global’s written consent, a merchant may not transfer its Tmall Global account or authorize others to use it. Acts done through the account are deemed the merchant’s own. Source: Tmall Global (天猫国际), Merchant Service Agreement, updated October 2022. https://terms.alicdn.com/legal-agreement/terms/suit_bu1_tmall/suit_bu1_tmall202111051504_43705.html
If the registered owner is your TP, you’re not even a party to that agreement.
Brands tend to skip the last row because it feels hostile at signing. Then a court has to set the damages, and the Chongqing court set them low. A fixed penalty per act moves the argument onto your number.
An agreed penalty more than 30% above the loss caused can generally be treated as excessive, but a party in malicious breach that asks for the penalty to be reduced will generally not be supported. Source: Supreme People’s Court (最高人民法院), interpretation of the Civil Code’s contract rules, Article 65, December 2023. https://www.court.gov.cn/zixun/xiangqing/419382.html
Deleting a best-seller’s links on your way out the door is hard to call an accident.
Sub-accounts and Business Advisor access: set the revocation date now
Every Tmall store has one main account, and it belongs to whoever owns the store. Everyone else, your TP included, should work through sub-accounts that the main account creates, limits and switches off.
A seller can set up sub-accounts for employees, agents, consultants or third-party service providers, grant each one permissions, query its operation records, and enable, disable or restore it. A sub-account given the same permissions as the main account carries the same legal effect. Source: Taobao (淘宝), sub-account software licence agreement, revised June 2023. https://terms.alicdn.com/legal-agreement/terms/suit_bu1_tmall/suit_bu1_tmall201802012028_72666.html
The same agreement lists what a sub-account can reach, including Tmall’s ad tools and Business Advisor (生意参谋), the analytics suite that holds your sales and traffic history. Give the TP the permissions the job needs. Keep main-account rights, and the payment account that funds the ads, to yourself. Read the operation log once a month.
The ad money deserves its own line in the contract. Reporting on a run of agency disputes in Xiamen, the People’s Court Daily described agencies that pushed spending with no regard to cost until the merchant ran short of cash and quit, then blamed the merchant for not cooperating. A monthly cap with written sign-off above it closes that door.
Be precise about “your data,” too, because the platform claims most of it.
Data Tmall Global collects and records from a merchant’s use of its service belongs to Tmall Global and is its trade secret. The merchant may not use it beyond the agreement or give it to others without written consent. Source: Tmall Global (天猫国际), Merchant Service Agreement, updated October 2022. https://terms.alicdn.com/legal-agreement/terms/suit_bu1_tmall/suit_bu1_tmall202111051504_43705.html
What you can own is the working file: Business Advisor exports, chat transcripts, product copy and images, and the ad campaign structure. Name the exports and the format, and have them delivered every month. A TP that’s leaving has no reason to hurry.
Shopper data runs the other way. The law says the TP gives it back or deletes it.
When an entrusted processing contract ends, the entrusted party must return the personal information to the processor or delete it, and may not keep it. Source: Cyberspace Administration of China (国家网信办), Personal Information Protection Law, Article 21, in force November 2021. https://www.cac.gov.cn/2021-08/20/c_1631050028355286.htm
Write in a deletion date and a written confirmation.
Now the revocation itself. The Chongqing brand planned to take the store back at midnight after the last day, and the damage was done fourteen hours earlier. A Qingdao case shows what an unrevoked password can do.
A former employee who never returned the store’s admin account logged in and fully deleted a listing with 4.38 million RMB of sales and 138,000 orders, just before Double 11. The sales count and reviews could not be restored. He was sentenced to two years. Source: Procuratorial Daily (检察日报), carried by China National Radio, August 2024. https://law.cnr.cn/jcfc/20240829/t20240829_526876980.shtml
Take the keys back before the last day, at the start of the final week if you can, and pay the TP through the end of the term for handover work. On cutover day, change the main account password and disable every TP sub-account. Pull its access to the ad and payment accounts too. A weekday morning with both teams on a call works best.
KPIs that let you leave, and refunds courts have ordered
China’s Civil Code does give each side of a mandate contract a way out.
Either party may terminate a mandate contract at any time. In a paid mandate, the party that terminates compensates the other side’s direct loss and the benefit it would have obtained had the contract been performed. Source: National People’s Congress, Civil Code, Article 933, in force January 2021, via the Ministry of Commerce (商务部) policy database. https://policy.mofcom.gov.cn/claw/clawContent.shtml?id=70524
Don’t build your exit on that article. A court may not read a TP agreement as a mandate, and even if it does, you pay the TP’s lost profit on the way out. A written right to terminate on a missed target costs nothing.
Courts in Xiamen showed how that plays out in three agency cases the People’s Court Daily reported in 2021.
One agency promised 1.1 million RMB of store sales in six months or an 84,000 RMB refund. The store sold 69,846.69 RMB, and the court ordered the full refund. In a second case, a store that sold 345 RMB against a 2.3 million RMB target got its fees back plus 12,000 RMB of promotion spend. Source: People’s Court Daily (人民法院报), carried by the Beijing Political-Legal Affairs Commission, December 2021. https://www.bj148.org/dj/fxyj/202112/t20211203_1623327.html
The refunds came because the contracts put a target and a refund in writing. In the third case the brand asked for monthly targets after a dead first month, and the agency said no. The brand still won. It took a lawsuit and an appeal.
So split the annual target into quarters, measured on net sales in the store backend. Then add one quality measure the platform itself uses, so a TP can’t hit revenue by wrecking the store.
To join Tmall’s 2026 618 sale, a store needed a real experience score of at least 4.2 and no more than 24 penalty points in the previous 90 days. Source: Ebrun (亿邦动力), carried by Sina Tech, April 2026. https://finance.sina.com.cn/tech/roll/2026-04-29/doc-inhwefve6787805.shtml
A store below that line sits the campaign out. Put it on your list of grounds to terminate.
The commission base: gross, net or after returns
“10% of GMV” sounds settled until someone asks what GMV means. It can mean what the shopper paid, tax included. It can mean sales after refunds. The gap is real money, and it’s widest in the busiest months.
Here’s one average month on our Tmall Global calculator defaults: 3.5 million RMB of year-one sales and 10% commission.
| How the contract defines the base | Monthly base (RMB) | TP commission at 10% (RMB) |
|---|---|---|
| What the shopper paid, 9.1% cross-border tax included | 318,208 | 31,821 |
| Sales before tax | 291,667 | 29,167 |
| Net of refunds, at the calculator’s 5% return rate | 277,083 | 27,708 |
| Net of refunds, at Double 11 2025’s 61.5% overall return rate | 112,292 | 11,229 |
TheChinaPath calculator data, September 2026. The 61.5% covers all ecommerce during the 2025 festival, so treat it as a ceiling for planning.
The overall ecommerce return rate during the 2025 Double 11 sales period was 61.5%. Source: Beijing Daily (京报网), carrying CCTV News (央视新闻), January 2026. https://news.bjd.com.cn/2026/01/11/11517038.shtml
Cross-border retail imports carry 0% duty, with VAT and consumption tax levied at 70% of the statutory amount. At the 13% VAT rate, general goods pay 9.1%. Source: Ministry of Finance (财政部), 财关税〔2016〕18号, March 2016, and 2019 Announcement No. 39, March 2019. http://www.mof.gov.cn/gp/xxgkml/gss/201603/t20160324_2510682.htm and https://www.gov.cn/gongbao/content/2019/content_5416183.htm
In an ordinary month the net base saves 1,458 RMB, or 17,500 RMB a year. A tax-inclusive base costs 31,850 RMB a year in commission on a tax the shopper pays. And in a festival month with heavy returns, a gross base pays the TP more on goods that came back than on goods that stayed sold.
You won’t be asking for anything exotic. Douyin already pays creators on a net base on its own platform.
On Douyin, a refund inside the after-sale period cancels the creator’s commission, and commission already settled is clawed back. For cross-border orders, shipping and tax come out of the commission base. Source: Douyin E-commerce (抖音电商), affiliate commission settlement rules, August 2026. https://school.jinritemai.com/doudian/web/articlev0/112620
Write it this way: commission on the amount paid, less refunds, tax and shipping, settled monthly and trued up once the return window closes.
A transition calendar that avoids Double 11 and 618
A handover month costs more than a normal one. On the same calculator defaults, a TP month runs 64,167 RMB (about 9,040 USD): the 35,000 RMB retainer plus commission. With the outgoing TP working its notice and the new one onboarding, you pay two retainers and one commission, 99,167 RMB. If the contract lets both claim commission on the same sales, it’s 128,333 RMB. Write in that commission goes to whichever team runs the store on the day the order is placed.
Then pick a month when the store can take a wobble.
Tmall’s 2026 618 pre-sale ran May 21 to June 3, with spot selling from May 21 to June 21. Source: Ebrun (亿邦动力), carried by Sina Tech, April 2026. https://finance.sina.com.cn/tech/roll/2026-04-29/doc-inhwefve6787805.shtml
Tmall’s 2026 Double 11 opens pre-sale and deposits on October 15, with spot selling from October 20 to November 13. Source: Beijing Business Today (北京商报), carried by NetEase, September 2026. https://www.163.com/dy/article/L7E4TETQ0519DFFO.html
A TP change after mid-September puts a new team on the store for the biggest weeks of the year. That leaves two clean windows: mid-July to the end of August, and early December to mid-January, ahead of the Chinese New Year shutdown (the holiday falls on February 6 in 2027). Count back from the cutover:
- 90 days out: give written notice, name the cutover date and agree the handover list.
- 30 days out: list every sub-account and its permissions.
- Cutover morning: the keys come back, as above.
- 30 days after: the TP confirms in writing that shopper data is deleted, and the final payment goes out.
The Chongqing brand stumbled into that last step. It held back 80,763.10 RMB of promotion fees after the deletion, and the court let it. Don’t leave that to luck. Write it in: the final invoice is paid when the handover list is signed off.
Price your own handover month in the Tmall Global cost calculator. And if an agency-run store looks like more exposure than you want, a distributor can carry the stock instead. We compared selling through a distributor or your own store.
Frequently asked questions
How long is a Tmall Partner contract?
There’s no standard length. The Chongqing contract above ran one year, and one of the Xiamen agencies promised its sales target within six months. For a first TP, sign for twelve months with a renewal right. A short first term is an exit clause that costs nothing to ask for.
Can I terminate a Tmall Partner contract early?
Safely, only if the contract says so. The Civil Code’s at-will exit from a mandate leaves the side that quits paying the other’s lost profit, if a court treats the deal as a mandate at all. Write in a right to terminate on a missed quarterly target, with a fixed refund.
Who owns the store data when the TP leaves?
Tmall Global’s merchant agreement says the data it collects belongs to the platform. You can secure the working file: monthly Business Advisor exports, chat transcripts, product content and the ad structure. Shopper personal information goes the other way. Under the Personal Information Protection Law, the TP must return or delete it.
Get a shortlist of Tmall Partners that run stores in your category
Updated September 24, 2026
Working on China? Let's grab a coffee.
Tell us where you are now and where you want to get to.
