The UAE replaced its civil code on 1 June 2026. Your website terms were drafted against the old one

What this piece establishes

The UAE’s entire civil code was replaced on 1 June 2026. Federal Law No. 5 of 1985 is repealed outright — Decree Art. 2, 3.

Every terms-of-service page is an adhesion contract, a court may strike unfair conditions in one, and a clause written to prevent that is void by name — Arts. 118, 223.

Whether your priced listing is a binding offer or an invitation to treat is decided by your own wording, not by the law — Art. 127.

You cannot bill for added scope unless the client authorised it and the increase was agreed — Art. 829(2).

Withholding work you have no lien over is not an unpaid invoice; it is liability as for usurpation — Art. 820(2).

Every contract template still citing the 1985 law now cites nothing. That is a text search, not a legal question.

On 1 June 2026 the United Arab Emirates replaced its civil code. Federal Decree-Law No. 25 of 2025, issued on 1 October 2025, repeals Federal Law No. 5 of 1985 outright and puts a new Civil Transactions Law in its place. Nothing in it is addressed to the internet — the word “electronic” appears twice in 354 pages, and “website”, “distance” and “consumer” not at all.

That absence is the finding. It is not a digital law, and it is the general law every online contract in the country already runs on — which was swapped out whole while nobody filed it under anything to do with their website.

Data Nexus read the instrument end to end. What follows is what a business that sells or contracts through a website has to do differently, cited by article. It is a reading of a published law, not legal advice, and the limits are stated near the end.

What this means if you are…

A small business with a website and a standard contract

Your terms of service are an adhesion contract as the law defines it (Article 118), and Article 223 lets a court modify or strike any condition in it that it finds unfair — and voids any clause you write to prevent that. The protective drafting most templates lean on no longer does the job it was there to do.

An agency, studio or development shop

Your contracts are Muqawala — the contract for work, Articles 812 to 839. Article 813 says such a contract shall state its subject matter, its nature and quantity, the method of performance, the completion period and the consideration. A retainer reading “marketing services, AED X per month” is missing four of the five things the statute expects to find.

An e-commerce or transactional platform

Article 127 decides whether your product page is an offer you are bound by or an invitation to negotiate you are not. Article 132 decides where and when the contract was formed, which is what determines the forum for a dispute. Both defer to your terms — but only if your terms say something.

What actually happened, and how to check it

The promulgating decree is three articles long. Article 1 brings the attached law into force. Article 2 repeals Federal Law No. 5 of 1985 “as amended” — the whole instrument, not selected parts. Article 3 sets commencement at 1 June 2026. It was issued at the Presidential Palace in Abu Dhabi on 9 Rabi’ Al-Akhir 1447, corresponding to 1 October 2025, which gave the country eight months of notice.

Article 4 of the new law confirms the ordinary rule: it runs from commencement and does not reach back over preceding facts and acts unless a provision says otherwise. So contracts concluded before 1 June 2026 were formed under the old law — but their performance, interpretation and enforcement from that date forward happen in a system where the instrument they were drafted against no longer exists.

Every article number below was read out of the official English text. Article numbers are the unit of verification here: if a claim in this piece is wrong, the article it cites is where it will be wrong, and it takes a minute to look up.

What you are now required to do

Say what your listing is

Article 127 contains two rules that pull against each other, and your own wording decides which one applies to you.

127(1) — an offer of goods or services accompanied by a statement of the consideration is deemed an offer, unless indications exist to the contrary. A product page with a price on it is, by default, a binding offer.

127(2) — publication, advertisement, statements of current prices and any other statement addressed to the public are, in case of doubt, an invitation to contract rather than an offer.

Those two reconcile only through “unless indications exist to the contrary” and “in case of doubt”. The indications are yours to supply, and the doubt is yours to remove. A page stating that listings are an invitation to treat and that the contract concludes when the seller issues confirmation settles it in advance. A page that says nothing leaves a mispriced item argued under 127(1), where the number on screen is an offer the buyer has already accepted.

State where and when a contract is formed

Article 132 splits on whether the parties are connected by direct means of communication. If they are, the contract concludes at the time and place the acceptance was issued — 132(1). If the parties are absent, it concludes at the time and place the offeror learned of the acceptance — 132(2). Both paragraphs end “unless the law or the agreement stipulates otherwise”.

No court has yet had to say whether a checkout flow is a direct means of communication or an exchange between absent parties, and the answer moves the place of formation. The clause that settles it is one sentence, and the statute expressly invites it.

Write a scope a statute would recognise

Where a contract for work is silent the law fills the gaps, and not in your favour. Article 818(1) supplies “recognized professional standards” and a “reasonable period”. Article 826 makes payment fall due on delivery. Article 830 sets an unstated price at the remuneration of the like. Each of those is a term decided by a court after the dispute has started.

What you can no longer do

Contract out of the unfair-terms review

Article 223 is the shortest consequential sentence in the law: where a contract is concluded by adhesion and contains unfair conditions, the court may modify them or release the adhering party from them as justice requires, “and any agreement to the contrary shall be void”. A clause in which the customer acknowledges the terms are fair, waives any challenge, or agrees they were individually negotiated is void by name. It is not weak drafting; it has no effect.

Rely on ambiguity

Article 120 keeps the general rule that doubt is read in favour of the debtor, then adds that ambiguous terms in an adhesion contract shall not be interpreted in a manner prejudicial to the adhering party. Vagueness in your own terms is now an asset belonging to the other side. The broad limitation-of-liability paragraph that survives by being hard to parse is being read against its author.

Treat silence as agreement

Article 128: silence is not acceptance, unless there was prior dealing between the parties on the same matter, or the offer was purely for the offeree’s benefit. “If we do not hear from you within seven days we will proceed and invoice” is not a mechanism the law supplies. Where a client has taken the same service repeatedly, prior dealing may carry it; on a first engagement it will not.

Bill for scope you were not authorised to add

Article 829 governs lump-sum work against an agreed design. Paragraph 1: no increase may be claimed even if materials, labour or other expenses rose. Paragraph 2: no increase for a modification or addition unless it is due to the employer’s fault, or made by their authorisation and the increase in consideration was agreed with the contractor. A change confirmed on a call and invoiced afterwards fails the second limb.

Paragraph 3 is the counterweight and worth knowing before you need it: where general exceptional circumstances that could not have been foreseen destroy the basis on which the contract was priced, the court may extend the period, raise or lower the remuneration, or rescind. That is relief from the law, not from the contract.

Withhold work you have no lien over

Article 820 is unusually direct about the oldest reflex in the industry. If the contractor’s work has produced an effect on the thing, they may retain it until paid — 820(1). If the work has not produced an effect on the thing, they have no right to retain it, and if they retain it anyway and it perishes, they are liable as for usurpation — 820(2).

Whether taking a client’s domain, hosting or ad account offline is retention of something your work produced an effect on, or retention of something else entirely, is the question that decides which paragraph you are standing in. The second carries a materially worse outcome than an unpaid invoice.

What was ordinary practice and is not supported by this text

One item is a certainty rather than a reading. Every contract clause drafted against the 1985 law now cites a repealed instrument. Decree Article 2 repealed it entirely, so any agreement whose governing-law clause, defined terms or numbered cross-references point at Federal Law No. 5 of 1985 is pointing at nothing. That is not an interpretive question, and it is worth a search across your templates this week.

The practices below are common in this market and are not supported by the text as written. Whether the repealed law took a different view is a comparison this piece does not make — see the limits.

The unchallengeable terms page. Void to the extent it tries to displace Art. 223.

The one-line retainer. Art. 813 expects a scope, a method, a period and a price. Silence hands all four to a court.

The open-ended quote. Art. 130(1) binds you to hold an offer open for any period you state; 130(3) exposes you to compensation for the damage a withdrawal causes — though expressly not to the other side’s expected profit.

“Terms to be agreed later.” Art. 131(2): if the essential elements are agreed and you did not stipulate that the contract is not concluded without the rest, you already have a contract, and the court settles the remainder.

The letter of intent that binds nothing. Art. 135: a promise to conclude a future contract is invalid unless all essential elements and the period for concluding it are specified.

The subcontractor who invoices your client. Art. 833: they may not claim from the employer unless you referred them. Art. 832: you subcontract freely unless the contract forbids it or the work is personal — and you stay liable for them.

Who this reaches first

If you run

The articles that decide it

E-commerce and marketplaces

127 is the listing an offer · 132 where the contract formed · 133 auctions conclude on the fall of the hammer

SaaS and subscriptions

128 renewal by silence · 118 and 223 the terms page as an adhesion contract

Agencies, studios, development

813 required scope · 829(2) unauthorised additions · 818(2) rectification at your expense

Hosting, domains, ad accounts

820 when you may and may not retain

Lump-sum consulting

829(1) cost rises are yours · 829(3) relief only for the unforeseeable

Anyone with a template contract

Decree Art. 2 the instrument it cites is repealed

What we would do about it

Three things, in this order. None of them takes a quarter.

Search your templates for “1985”. Every hit is a clause pointing at a repealed law. This is a text search rather than a legal review, and it is where the certain problem is.

Add the two sentences Art. 127 and Art. 132 are asking for. What a listing is, and where and when a contract concludes. The statute defers to your agreement in both places; answering costs nothing and it decides the forum.

Read your own terms as though the ambiguity were being used against you — because under Art. 120 it now is. Start with the clause you have never had to explain to anyone.

The DIFC and the ADGM, and why most commentary gets this wrong

The Code says nothing about free zones. Data Nexus searched the full official English text for “free zone”, “DIFC”, “ADGM” and “Global Market” and found no occurrence of any of them. What keeps it out of those two centres sits in a different instrument entirely.

Article 3(2) of Federal Law No. 8 of 2004 on Financial Free Zones subjects them to “all federal laws with the exception of federal civil and commercial laws”. That is the whole basis, and the Constitution contemplates it in Article 121 as replaced by Constitutional Amendment No. 1 of 2003. Inside the DIFC and the ADGM the governing civil and commercial law is the zone’s own — DIFC Law, or in the ADGM the common law of England received directly by section 1(1) of the Application of English Law Regulations 2015.

Three things that follow, and one that catches everyone

It is a rule about which law supplies the answer, not a wall around the territory. The zone courts apply UAE federal law whenever their own choice-of-law rule points at it — and that can happen with no party choice at all. In Larmag Holding B.V. v First Abu Dhabi Bank PJSC [2019] DIFC CFI 054 the DIFC Court of First Instance decided a tort claim under UAE law as the system most closely connected to the facts, under Art. 8(2)(d) of DIFC Law No. 3 of 2004.

Some of the Code admits no choice of law whatsoever. Article 19(2) governs any contract concerning immovable property by the law of the property’s location. Article 821 puts a ten-year liability on the contractor and the engineer for collapse and for defects threatening structural integrity, and Article 823 makes void any clause that limits or excludes it. A zone-incorporated business building or dealing in land onshore is inside those articles whatever its contract says.

Only federal civil and commercial law is carved out. Criminal law has always operated inside both zones, with civil consequences that follow from it.

And the exemption belongs to the two financial free zones established under Law No. 8 of 2004 — nowhere else. In JAFZA, DMCC, DAFZA, RAKEZ, Masdar and every other free zone in the country, the new Code applies in full. Treating “free zone” as one category is the single most common error in commentary on this law, and it is the one most likely to cost a reader something.

What this does not show

It is not a diff against the old law. Data Nexus read Federal Decree-Law No. 25 of 2025. Establishing which provisions are new, which carried over from 1985 and which were reworded would need the repealed text alongside it, article by article. Where this piece says a practice is unsupported, it means unsupported by the instrument now in force — not that it was lawful before.

No court has applied it yet. The law commenced on 1 June 2026. Every reading here is a reading of text, and text takes its real meaning from judgments that do not exist.

The DIFC and ADGM sit outside it — and only those two. See the section below; the carve-out is narrower and leakier than the phrase “free zone” suggests.

Special provisions prevail. Art. 4(3) preserves special provisions against later general ones. Sectoral regulation — consumer protection, e-commerce licensing, telecoms marketing rules — applies on top of this and is not covered here.

This is analysis, not advice. A reading of a published instrument by a practice with in-house legal competence is not a legal opinion, and it is no substitute for one on your own contracts.

Sources

Federal Decree-Law No. 25 of 2025 Promulgating the Civil Transactions Law, on the UAE Legislation portal — the official text published by the Ministry of Justice. Issued 1 October 2025, corresponding to 9 Rabi’ Al-Akhir 1447 in the promulgating clause, published in Official Gazette No. 809 (Supplement 2) of 14 October 2025, and in force from 1 June 2026.

Read in the official English text, 354 pages. Where the Arabic and the English differ, the Arabic governs; every article number in this piece points at the English version linked above, which is where a reader can check it in the same words this was written from.

The free-zone position rests on instruments outside the Code and is cited to them rather than to it: Federal Law No. 8 of 2004 on Financial Free Zones, Art. 3(2); the Constitution, Art. 121 as replaced by Constitutional Amendment No. 1 of 2003; DIFC Law No. 3 of 2004, Art. 8; and the ADGM Application of English Law Regulations 2015, s. 1(1).

Corrected on 6 August 2026. An earlier version of this piece said that free zones run their own regimes and left it there. That was right about the DIFC and the ADGM, wrong to imply the Code is simply unavailable inside them, and wrong to say “free zones” when the carve-out reaches only those two. The correction was prompted by a reader question and it made the piece better; the section above is what replaced it.