The Legal Architecture of Marketplace Platforms: Part 1: Why Platform Liability in the UAE Is Structural, Not Contractual
An online marketplace operating out of the UAE states, in unambiguous terms, that it is "merely a facilitator" connecting buyers and sellers, with no responsibility for what happens between them once a transaction is confirmed. A consumer complaint eventually reaches the Department of Economic Development. What the resulting review uncovers is a pattern of conduct — pricing rules the platform sets, a dispute process the platform runs and decides, funds released or withheld at the platform's own discretion — that looks very little like pure facilitation.
Under UAE law, a marketplace platform's liability is not fixed by its terms of service. Federal Decree-Law No. 14 of 2023 on Trading by Modern Technological Means and Federal Law No. 15 of 2020 on Consumer Protection both assess what a platform actually controls — pricing, disputes, payment release — not what it calls itself in its contracts.
This is not a MENA-specific quirk. It reflects a pattern regulators and courts recognise across jurisdictions: a platform's legal position is a product of its operational architecture, not a declaration it can write into its own terms. For businesses building or scaling a marketplace, streaming platform, gaming storefront, or SaaS distribution channel out of Lebanon or the UAE, understanding this distinction early is far cheaper than discovering it during a regulatory inquiry.
The Myth of Neutrality
The "we are just a platform" narrative carries obvious commercial appeal — a lighter regulatory footprint, limited liability, and a model that scales without absorbing the obligations ordinarily attached to a direct service provider. On its own terms, however, the narrative does not hold up to scrutiny. Neutrality cannot be declared into existence by a set of contractual clauses. It is a legal outcome, produced by consistent structure and conduct — and one that can be lost through conduct that departs from it.
This matters directly for the platforms Jurdi & Co advises. A streaming or content-licensing platform that curates what appears on its home screen, negotiates minimum pricing with content owners, and unilaterally resolves disputes over royalty splits is exercising a degree of control that a neutral distribution pipe does not. The same logic applies to gaming marketplaces that broker in-game item trades, or SaaS reseller platforms that set the commercial terms suppliers must accept.
The UAE's Core Test: Trading by Modern Technological Means
The UAE's principal e-commerce statute is Federal Decree-Law No. 14 of 2023 on Trading by Modern Technological Means, which came into effect in September 2023 and replaced the narrower 2006 e-commerce framework. It applies broadly to trading conducted through websites, apps, virtual stores, social media, and other digital channels, and it sets out obligations for digital merchants alongside the rights of digital consumers.
Since November 2025, this framework carries real enforcement teeth. Cabinet Decision No. 200 of 2025 introduced a structured, four-strike penalty regime for non-compliance, with fines reaching AED 100,000 and the prospect of permanent closure for repeat offenders. For a marketplace platform, this means the operational gap between "what our terms say we do" and "what our platform actually does" is no longer a theoretical exposure — it is now the subject of an active enforcement mechanism with escalating consequences.
The 2023 law also gives UAE courts jurisdiction over disputes arising under it, though arbitration remains available where the parties have agreed to it — subject to a notable restriction: a digital contract worth less than AED 50,000 cannot carry a mandatory arbitration clause. Platforms structuring standard terms for high-volume, low-value transactions should build this threshold into their dispute resolution drafting from the outset.
Consumer Protection Adds a Second Layer
Federal Law No. 15 of 2020 on Consumer Protection, together with its Executive Regulations under Cabinet Decision No. 66 of 2023, operates alongside the e-commerce framework. It covers goods and services sold through e-commerce platforms registered in the UAE, sets requirements around pricing transparency and data handling, and prohibits suppliers — a category that can include the platform itself, depending on its role — from using consumer data for undisclosed marketing purposes.
The overlap between these two frameworks is where recharacterization risk tends to surface. A platform that markets itself as a pure listing service while simultaneously setting the effective sale price displayed to consumers, or handling consumer data in ways the Consumer Protection Law treats as a supplier function, is giving regulators the operational evidence to treat it as more than a facilitator — regardless of what its terms of service claim.
Where Liability Actually Accumulates
Platform exposure in the UAE does not arise from one undifferentiated source. It accumulates across categories that each require separate treatment:
User conduct — shaped by how much vetting, onboarding screening, or intervention the platform exercises over sellers or service providers.
Service delivery failure — where the boundary between platform responsibility and supplier responsibility is often blurred by the platform's own design choices (ranking algorithms, default contract terms, mandatory service standards).
Payment flows — where exposure depends on custody, timing, and control over settlement, an area governed separately by the UAE Central Bank's payment regulation (the subject of Part 2 of this series).
Data handling — where the platform's position as controller or processor of information belonging to buyers and sellers who never contracted with one another for that purpose creates independent exposure under Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data.
Regulatory obligations — which apply irrespective of how the platform elects to characterise its own function.
Treating these as a single, undifferentiated bucket of "liability risk" is one of the more persistent structural errors we see in platform contract drafting.
Lebanon's Regulatory Gap
Lebanon does not yet have a marketplace-specific classification test comparable to the UAE's 2023 E-Commerce Law. Law No. 81/2018 on Electronic Transactions and Personal Data addresses the validity of electronic contracts and signatures and updates Lebanon's Consumer Protection Law (Law No. 659 of 2005) to reflect e-commerce practices, but it does not set out a functional control test for distinguishing a platform from an operator.
This is a genuine gap, not a loophole. In the absence of marketplace-specific legislation, a Lebanese court examining a platform dispute is more likely to fall back on general principles under Lebanon's Code of Obligations and Contracts (Law of 9 March 1932, as amended) — principles that were not written with algorithmic marketplaces in mind, and that leave considerably more room for judicial interpretation than a codified test would. Platforms operating in or through Lebanon should treat this uncertainty as a reason for more conservative contractual drafting, not less.
Why Contract Disclaimers Alone Don't Protect Platforms in the Region
A disclaimer, without more, rarely survives sustained regulatory or judicial scrutiny in either jurisdiction. Clauses drafted to exclude the broadest possible range of liability are frequently read narrowly by UAE courts applying the new Civil Code (Federal Decree-Law No. 25 of 2025, in force since 1 June 2026, which replaced the 1985 Civil Transactions Law), or set aside where they conflict with mandatory consumer protection provisions. What results is an illusion of protection: terms that read comprehensively on the page but carry little evidentiary weight once tested against how the platform actually behaves.
A suspension right that exists solely as text in a terms-of-service document, with no operational capacity behind it to investigate, suspend, or reinstate consistently, does not merely fail to protect the platform. In the course of a regulatory inquiry, it becomes an exhibit — evidence of the gap between the platform's stated role and its actual conduct.
What This Means for Media, Gaming, and Tech Platforms in the Region
For the streaming platforms, content marketplaces, gaming studios, and SaaS businesses that make up much of Jurdi & Co's client base, the practical takeaway is straightforward: the structural question — what does the platform actually control, and what does it actually do — comes before the drafting question. A well-drafted disclaimer built on top of operational conduct that contradicts it will not hold. A narrower, more honest allocation of responsibility, matched to how the platform genuinely functions, tends to be far more durable.
Frequently Asked Questions
Does a UAE marketplace platform's terms of service protect it from liability for what happens between buyers and sellers? Not on their own. UAE regulators and courts look at how a platform actually operates — its control over pricing, disputes, and payment release — before accepting a claim of pure facilitation. Disclaimers that contradict that operational reality carry little weight.
Which UAE laws govern marketplace platform liability? The core framework includes Federal Decree-Law No. 14 of 2023 on Trading by Modern Technological Means, Federal Law No. 15 of 2020 on Consumer Protection (with its 2023 Executive Regulations), Federal Decree-Law No. 45 of 2021 on Personal Data Protection, and the UAE's new Civil Code, Federal Decree-Law No. 25 of 2025.
Does Lebanon have an equivalent marketplace liability framework? Not yet a dedicated one. Law No. 81/2018 on Electronic Transactions and Personal Data addresses e-commerce and data handling, but Lebanon has no marketplace-specific classification test comparable to the UAE's 2023 E-Commerce Law — a gap platforms operating in or through Lebanon should plan around.
Looking Ahead
Liability is shaped by structure and conduct — but one of the clearest signals of a platform's actual role is a factor most founders treat as pure back-office plumbing: control over the movement of money. Part 2 of this series examines payment architecture as a mechanism of legal control, and why settlement timing and withholding rights so often decide the practical outcome of a dispute.
DISCLAIMER: This article is for general informational purposes only and reflects our understanding of the law as of the date of publication. It does not constitute legal advice and should not be relied upon as a substitute for advice tailored to your specific circumstances.