TRW & Co · Corporate & Commercial
Commercial Terms and Conditions in the UAE
Standard terms and conditions in the UAE are now tested harder than ever. Since 1 June 2026, the new Civil Transactions Law lets courts modify unfair conditions in non-negotiated contracts, while consumer rules void a list of one-sided terms and require Arabic. Businesses need terms that bind, can be proved and survive this scrutiny.
Key pointMost standard terms are now contracts of adhesion under the 2026 civil code, so a court may modify unfair conditions, ambiguities are read in the customer's favour, and terms written into the order prevail over the printed form.
At a glance
Adhesion rules apply
Since 1 June 2026, courts may modify unfair conditions in contracts whose general terms were set by one party and not negotiated; contrary agreements are void.
Consumer void terms
Cabinet Decision No. 66 of 2023 voids consumer terms allowing unilateral amendment or termination, limiting compensation, or waiving statutory rights.
Arabic for consumers
Consumer information, advertisements and contracts must be in Arabic, alone or alongside another language, under the consumer protection framework.
One-year latent defects
The new civil code extends the period for latent defect claims in sales from six months to one year from delivery, unless a longer guarantee applies.
DIFC reasonableness test
In the DIFC, exclusions in written standard terms must be reasonable, and liability for negligent death or personal injury cannot be excluded.
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What terms and conditions in the UAE need to do
Standard terms and conditions in the UAE are the pre-written rules a business uses for every sale, purchase or service: the terms on the back of a purchase order, the conditions of sale on an invoice, the click-through terms on a website or app, and the general terms of business attached to a quotation. They exist so that each transaction does not need its own negotiation.
That efficiency comes at a price. Because standard terms are imposed rather than negotiated, UAE law treats them with suspicion, and the scrutiny increased when the new Civil Transactions Law took effect on 1 June 2026. A clause that works in a negotiated contract may be modified by a court, read against its author or simply void when it appears in a standard form.
Good terms do three jobs: they actually become part of the contract, they allocate risk in a way the law will respect, and they meet the mandatory disclosure and language rules that apply to the customer in question.
The legal framework for standard terms
The new Civil Transactions Law
The Civil Transactions Law, Federal Decree-Law No. 25 of 2025 defines a contract of adhesion as one whose general terms are predetermined by one party and are not open to negotiation. Most standard terms and conditions in the UAE will fall within that definition when used with smaller customers or suppliers. The consequences are significant:
- a court may modify unfair conditions in an adhesion contract, and an agreement excluding that power is void;
- ambiguous terms are not interpreted to the detriment of the adhering party;
- terms added to a printed form prevail over the original printed conditions;
- clauses exempting a party from liability for a harmful act are void in any contract;
- performance must be consistent with good faith, and abuse of rights is assessed on an objective, proportionality-based test.
The code also introduced a duty to disclose information of decisive importance during negotiation, which cannot be contractually excluded. For businesses selling technically complex goods or services, this means key limitations should be disclosed clearly, not buried in the small print.
Consumer protection
For sales to consumers, Federal Law No. 15 of 2020 on Consumer Protection and its Executive Regulations, Cabinet Decision No. 66 of 2023, apply on top of the civil code. The consumer protection legislation published by the Ministry of Economy and Tourism sets out the instruments.
Information, advertisements and contracts with consumers must be in Arabic, or in Arabic plus another language. The Executive Regulations list terms that are void in any consumer contract, invoice or transaction document, including terms that let the supplier amend or terminate unilaterally without recourse to the consumer, limit the consumer's right to compensation for the supplier's breach, or waive rights the consumer has by law.
E-commerce and electronic contracting
Online sales are also governed by Federal Decree-Law No. 14 of 2023 on trading through modern technological means, which requires published terms, accurate advertising and clear pricing. Electronic contracts and signatures are valid under Federal Decree-Law No. 46 of 2021 on Electronic Transactions and Trust Services. Our page on digital signatures and e-transactions in the UAE covers execution.
DIFC and ADGM
In the DIFC, the Implied Terms in Contracts and Unfair Terms Law, DIFC Law No. 6 of 2005 applies a reasonableness test to exclusions in written standard terms, voids exclusions of liability for death or personal injury caused by negligence, and asks, for liability caps, what resources the party could expect and whether it could insure. ADGM applies English common law, where incorporation, construction against the proponent and statutory controls on exclusions are well developed.
| Issue | Onshore B2B | Onshore B2C | DIFC |
|---|---|---|---|
| Main source | Civil Transactions Law adhesion rules; Commercial Transactions Law | Consumer Protection Law and 2023 Executive Regulations, plus civil code | Implied Terms in Contracts and Unfair Terms Law 2005 |
| Unfair term control | Court may modify unfair conditions in adhesion contracts | Listed terms void; court controls also apply | Exclusions in standard terms must be reasonable |
| Liability for harmful acts | Exemption void | Exemption void; consumer compensation cannot be limited | Death and personal injury from negligence cannot be excluded |
| Language | Free choice; Arabic translation needed in onshore courts | Arabic required, alone or with another language | English accepted |
| Ambiguity | Not read against the adhering party | Read in the consumer's favour in practice | Construed against the party relying on it |
Making terms and conditions in the UAE part of the contract
Terms and conditions in the UAE only bind if they were incorporated before or at the time the contract was made. Terms printed on an invoice sent after delivery, or hidden behind a link the customer never had to open, are vulnerable. The new code also accepts that consent may be expressed by conduct, which helps with repeat dealings but makes the record of what the customer saw more important.
Signed acceptance
For key B2B customers, a signed account-opening form or master agreement that expressly incorporates the current terms is the strongest approach.
Click-wrap online
Require an active tick or click before checkout, store the version accepted with a timestamp, and keep the terms accessible and downloadable.
Quotations and purchase orders
State on every quotation that it is subject to your terms, attach them, and say that the buyer's terms are excluded. Watch for the buyer's order reasserting its own.
Framework agreements
The new code recognises framework agreements whose terms flow into later contracts. A short master agreement can lock in your terms for all future orders.
The battle of the forms
When both sides send their own standard terms, the question is whose terms govern. UAE law has no detailed codified rule on this, so the answer turns on the sequence of documents and conduct. Under the new code, terms specifically added to a form prevail over the printed conditions, which rewards businesses that write key commercial points into the order itself. For significant customers, the practical solution is a short signed agreement settling precedence once.
Clauses that need UAE-specific drafting
Price, payment and late interest
Display prices clearly, including VAT, and specify payment terms, currency and the consequences of late payment. Between traders, the Commercial Transactions Law caps interest at 9% where no rate has been agreed, so agreeing a reasonable contractual rate gives certainty. For consumers, price displays and discounts are regulated, and promotions generally need a permit from the competent authority.
Liability caps and exclusions
Build the liability package for the regime that applies. Onshore, avoid clauses that purport to exclude liability for harmful acts or for fraud and gross fault, which will not survive. Tie caps to a defensible figure, such as the fees paid in a period, and explain the basis. In consumer terms, do not limit the consumer's right to compensation for your breach. Our article on limitation of liability, indemnities and warranties goes further.
Warranties, returns and defects
The new code extends the period for latent defect claims in sales from six months to one year from delivery, unless a longer guarantee is agreed, and gives buyers options to reject, accept with a price reduction or require replacement. Consumer law adds mandatory warranty and after-sales obligations. Align your returns policy with both.
Variation and termination
Unilateral rights to change terms or terminate are high-risk in standard forms. In consumer contracts, terms allowing the supplier to amend or terminate without recourse to the consumer are void. In B2B adhesion contracts, a court can modify an unfair variation right. Provide notice, a right for the customer to exit, and objective triggers.
Governing law and disputes
Choose a forum that suits small, high-volume claims. For B2B terms, onshore courts or the DIFC Courts are often more practical than arbitration. For consumer terms, consumers retain statutory complaint routes. Our article on governing law and jurisdiction clauses compares options.
Version control is a legal issue. Keep every version of your terms with its effective date, and record which version each customer accepted. In a dispute, the first question will be which terms applied on the date of the order, and a business that cannot answer it loses much of the protection its terms were meant to give.
Data, payments and regulated-sector overlays
Terms and conditions in the UAE rarely stand alone. Several regimes attach mandatory content or restrict what the terms can say, and they should be mapped before drafting rather than discovered during a dispute or inspection.
Personal data
Most terms involve collecting customer data. Onshore, the Personal Data Protection Law, Federal Decree-Law No. 45 of 2021 requires a lawful basis for processing and transparency about how data is used. Consent to marketing should be separate and freely given, not a condition hidden in the general terms. The DIFC and ADGM have their own data protection laws, which apply to businesses established there. Put privacy information in a separate notice and link to it from the terms and the checkout.
Payments and consumer finance
Terms that offer instalments, buy-now-pay-later, stored value or other payment features can engage regulation by the Central Bank of the UAE. A retailer that partners with a licensed provider must make sure its own terms and the provider's terms fit together, so the customer understands who is responsible for what. Our page on payment services in the UAE explains the licensing perimeter.
Commercial agencies and distribution
Suppliers selling through a registered commercial agent or distributor onshore should check that their standard terms do not conflict with the agency arrangement, particularly on exclusivity, territory and termination. Federal Law No. 3 of 2022 on Regulating Commercial Agencies can override contract terms for registered agencies. See our page on distribution and agency agreements.
Where several overlays apply, a short schedule identifying which rules govern each channel makes it far easier to keep terms and conditions in the UAE consistent as the business grows and regulation changes.
Building or refreshing your terms: step by step
- Map your sales channels. List each channel: B2B accounts, distributors, e-commerce, marketplaces, walk-in retail. Each may need different terms, language and acceptance mechanics.
- Identify the governing regime. Determine whether each channel sells onshore, from a free zone, within the DIFC or ADGM, or cross-border, and whether consumers are involved.
- Audit existing clauses. Test liability, variation, termination, warranty and payment clauses against the 2026 civil code adhesion rules and, for consumers, the void-terms list.
- Draft in plain language. Short, clear clauses survive scrutiny better than dense legalese. Prepare Arabic versions for consumer channels and check the translation.
- Build incorporation into the process. Update quotation templates, order forms, checkout flows and account-opening documents so acceptance is captured and stored.
- Align privacy and marketing. Link to a compliant privacy notice and obtain marketing consent separately, rather than burying it in the terms.
- Govern changes. Set a review cycle, approval process and archive so every version and its effective date can be proved later.
Risks and common mistakes
Copying overseas terms unchanged
Terms written for the UK, US or Singapore often contain broad exclusions, unilateral variation rights and foreign forum clauses. Onshore, several of these will be void or modified under the civil code and consumer rules, and a foreign forum clause may be impractical for small claims. A UAE business using imported terms may find that, when a dispute arises, the protective clauses fall away and only the obligations remain. Localise the terms for the regime in which you trade.
English-only consumer terms
Consumer information, advertising and contracts must be in Arabic, alone or with another language. English-only checkout terms and receipts expose the business to regulatory action and weaken its position in a dispute. Prepare a checked Arabic version, decide which language prevails where the law permits, and make both readily available at the point of sale.
Terms that only appear after the sale
Conditions printed on delivery notes or invoices issued after the contract is concluded may not bind the buyer. The same applies to website terms the customer never had to open. Put your terms in front of the customer before they commit, capture acceptance and keep evidence of it. For repeat B2B customers, a signed framework agreement removes the problem.
Over-reaching exclusion clauses
A clause excluding all liability, including for fraud or gross fault, invites a court to set it aside and can colour how the rest of the terms are read. Under the new code, exemptions from liability for harmful acts are void, and unfair conditions in adhesion contracts may be modified. Moderate, clearly explained caps tied to the value of the contract are more likely to be enforced.
Ignoring disclosure duties
The new civil code requires each party to disclose information of decisive importance to the other's decision to contract, and that duty cannot be excluded. A product limitation hidden in clause 27 is a disclosure risk as well as an incorporation risk. Highlight material limitations, compatibility requirements and service exclusions where the customer will see them before buying.
Cross-border angle
Businesses selling into the UAE from Bangladesh, India, China, Singapore or the UK often use one global set of terms, and then discover that terms and conditions in the UAE need local adjustment. That can work for B2B sales if the governing law and forum are chosen carefully, but consumer sales into the UAE generally attract UAE consumer rules, and the e-commerce law can apply to foreign goods and services received in the UAE.
For UAE exporters, standard terms should reflect the destination's rules and the chosen Incoterms rule. Our article on Incoterms for cross-border sales from the UAE and our page on cross-border contracting in the UAE explain how to align terms with international supply chains.
Standard terms only protect you if they were accepted, can be proved and survive the law that actually applies.
How TRW & Co helps with terms and conditions in the UAE
We draft, audit and localise standard terms for UAE businesses and for foreign businesses selling into the UAE. Where representation before UAE onshore courts or the DIFC/ADGM Courts is required, we work alongside locally licensed advocates and registered practitioners.
Terms audit
We review existing terms against the 2026 civil code, consumer rules and DIFC or ADGM law and give a prioritised list of changes.
Drafting and localisation
We prepare B2B and consumer terms, purchase conditions and online terms in plain English with Arabic versions coordinated through qualified translators.
Online and e-commerce flows
We advise on click-wrap acceptance, pricing displays, returns and data-protection notices for websites, apps and marketplaces.
Liability architecture
We design caps, exclusions, warranties and indemnities that are commercially sensible and likely to be enforced.
Sector overlays
We add the rules that apply to regulated sectors, commercial agencies and cross-border data flows.
Dispute readiness
We set up version control and acceptance records so your terms can be proved if a dispute arises.
For related work, see our pages on consumer protection in the UAE, federal personal data protection and commercial contracts, browse all our practices, or contact TRW & Co.
Checklist for decision-makers
- Do our terms and conditions in the UAE distinguish B2B, consumer and online channels?
- Have we tested them against the adhesion rules in force since 1 June 2026?
- Are consumer terms, information and receipts available in Arabic?
- Do our consumer terms avoid every term on the void list?
- Are our liability caps defensible and free of fraud and harmful-act exclusions?
- Is acceptance captured before the contract is made, and stored?
- Do our warranty and returns terms reflect the one-year latent defect period?
- Are variation and termination rights balanced with notice and exit rights?
- Is every version archived with its effective date?
- Do our privacy notice and marketing consents sit outside the terms?
Frequently asked questions
01Are website terms and conditions enforceable in the UAE?
Yes, if they are properly incorporated. Electronic contracts are valid under Federal Decree-Law No. 46 of 2021, and the e-commerce law requires sellers to publish their terms. Enforceability depends on the customer having seen and accepted the terms before buying, ideally through an active click or tick, with the accepted version stored. Browse-wrap terms reached only by a footer link are weaker. Consumer terms must also comply with the language and void-terms rules.
02Do our terms and conditions need to be in Arabic?
For consumers, yes: information, advertisements and contracts must be in Arabic, alone or with another language. For business-to-business terms, English is generally acceptable, but onshore courts work in Arabic and will require a certified translation if a dispute arises. Many businesses therefore maintain a checked Arabic version of their B2B terms and state which language prevails.
03Can a UAE court change our standard terms?
Yes, in some cases. Under the new Civil Transactions Law, where a contract is concluded by way of adhesion and contains unfair conditions, the court may modify them, and any agreement to the contrary is void. Ambiguous terms are also not read to the detriment of the adhering party. In consumer contracts, certain terms are void outright. Balanced, clearly drafted terms are the best protection.
04Can we exclude all liability in our terms?
No. Onshore, clauses exempting a party from liability for a harmful act are void, and protection for fraud or gross fault is not available. Consumer terms cannot limit the consumer's right to compensation for the supplier's breach. In the DIFC, exclusions in standard terms must pass a reasonableness test, and liability for negligent death or personal injury cannot be excluded. A moderate cap with a clear rationale is more likely to stand.
05What happens if our customer's purchase order has its own terms?
This is the battle of the forms. UAE law has no detailed codified rule, so the outcome depends on the sequence of documents and conduct, and under the new civil code terms added to a printed form prevail over the printed conditions. The safest approach for significant customers is a short signed framework agreement that sets which terms govern all future orders, which the new code expressly recognises.
06Can we change our terms and conditions unilaterally?
For consumers, terms allowing the supplier to amend or terminate without recourse to the consumer are void under the 2023 Executive Regulations. For business customers, a unilateral variation right in a standard form is at risk of modification as an unfair condition. Give advance notice of changes, apply them only to future orders, and allow the customer to terminate if it does not accept the change.
07Do free zone businesses need different terms?
Most free zones apply federal civil and commercial law to contracts, so onshore rules on adhesion, liability and limitation usually apply, and federal consumer rules apply when selling to consumers in the UAE. The DIFC and ADGM are different: DIFC contracts are subject to DIFC unfair-terms legislation, and ADGM applies English common law. Choose the governing law deliberately and draft for it.
Sources and official materials
- Federal Decree-Law No. 25 of 2025 promulgating the Civil Transactions Law — Adhesion contracts, exemptions, latent defects
- Consumer Protection and Commercial Control Legislations — Consumer Protection Law and Executive Regulations
- Federal Decree-Law No. 50 of 2022 on the Commercial Transactions Law — B2B obligations, interest, electronic contracts
- Federal Decree-Law No. 46 of 2021 on Electronic Transactions and Trust Services — Validity of electronic contracts
- DIFC Implied Terms in Contracts and Unfair Terms Law 2005 — Reasonableness test for standard terms
- UAE Government issues Federal Decree-Law promulgating the Civil Transactions Law — Official summary of key changes
General information only, current as at 27 October 2026. It is not legal advice and does not create a lawyer–client relationship. UAE law differs between the onshore jurisdiction, the DIFC, ADGM and the free zones, and changes frequently; check current official sources and take advice on the facts of your matter.
