Essential insights on business T&Cs under UAE contract law

In the UAE, terms and conditions underpin most business relationships. To be enforceable and effective, they must reflect the essential elements of contract formation (offer, acceptance, capacity, lawful purpose), follow formal requirements (language, evidence) and include operational clauses adapted to local practice.

Essentials

• Offer: firm proposal with intent to be bound upon acceptance.
• Acceptance: mirror and communicated; oral contracts are recognised but harder to prove.
• Consideration: value exchange should be apparent (price, service, forbearance).
• Intention and legality: intent to be legally bound; no breach of public policy.

Form and language

• Writing recommended (evidence and performance), dual language (Arabic/English) with prevailing language; onshore courts operate in Arabic.
• For some contracts (real estate, employment), writing and registration are required.

Key clauses for UAE T&Cs

• Scope; cross references (catalog/website).
• Price, variations (notice), indexation; payment terms (late fees).
• Delivery, transfer of risk/title, insurance.
• Warranties, claims, acceptance procedures; SLA and service credits.
• Liability limitation (cap, fair exclusions), indemnities (third party claims).
• IPR and confidentiality; NDAs, licences, internal use.
• Force majeure, termination (cause/notice), return of data/goods.
• Governing law (onshore/DIFC/ADGM) and dispute resolution (courts/arbitration/mediation).

Common UAE contract examples

• Employment: written contract with mandatory particulars (role, pay, hours).
• Commercial agreements: payment, delivery, service scope, penalties, liability.
• Commercial leases: rent, term, maintenance; Civil Code (Arts692694).
• NDA: trade secret protection (IP/civil/criminal).

Good practice and pitfalls

• Avoid vague promises, define mechanisms (SLA, credits, penalties).
• Tailor to sector (finance, health, tech) and consumer rules (Arabic information, invoicing).
• Ensure acceptance before commitment (signature, online tickbox).

Effective UAE T&Cs rest on valid formation, disciplined writing (language, evidence), precise operational clauses (price, service, risk) and fit-for-purpose dispute engineering (law/forum, arbitration). Better structure secures relationships and reduces disputes.

Our lawyers, who are experts in business law, are available to answer all your questions and provide advice. We offer face-to-face meetings or videoconferencing. You can make an appointment directly online at https://www.agn-avocats.fr/.

AGN AVOCATS – Business Law
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