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Adhesion Contract
I need an adhesion contract for a consumer service agreement that clearly outlines the terms and conditions, including mandatory arbitration and limitation of liability clauses, with a focus on ensuring compliance with Singaporean consumer protection laws.
What is an Adhesion Contract?
An Adhesion Contract is a standard form agreement where one party (usually a business) sets all the terms, leaving the other party with a simple "take it or leave it" choice. In Singapore, you'll commonly see these contracts when signing up for phone services, insurance policies, or banking products.
While Singapore courts generally enforce these contracts, they carefully scrutinize unfair terms under the Consumer Protection (Fair Trading) Act. Business owners must ensure their adhesion contracts remain reasonable and transparent, as courts may invalidate clauses that excessively favor the stronger party or go against public policy. Small businesses and consumers should review these agreements carefully, even though negotiating changes is rarely possible.
When should you use an Adhesion Contract?
Adhesion Contracts work best when your business needs to process large volumes of identical transactions efficiently. Singapore banks, telcos, and e-commerce platforms use them daily for customer agreements, subscription services, and standard terms of service. They save significant time and resources by eliminating individual negotiations.
These contracts make particular sense for regulated industries that need consistent customer treatment under MAS guidelines. They're also valuable for digital platforms and online services where face-to-face negotiations aren't practical. Just ensure your terms comply with Singapore's consumer protection laws and maintain reasonable fairness - especially for essential services or when dealing with significant power imbalances.
What are the different types of Adhesion Contract?
- Basic Consumer Contracts: Most common type of Adhesion Contract in Singapore, used for retail purchases, warranties, and basic services - typically featuring standard terms, pricing, and delivery conditions
- Digital Service Agreements: Used by tech companies and online platforms, covering user terms, data protection, and platform rules under PDPA guidelines
- Financial Service Contracts: Banking and insurance agreements with detailed terms following MAS regulations, including mandatory disclosures and cooling-off periods
- Utility Service Agreements: Essential service contracts with regulated terms under EMA and PUB frameworks, focusing on service standards and billing terms
- Property Lease Contracts: Standardized rental agreements with fixed terms following URA and HDB guidelines
Who should typically use an Adhesion Contract?
- Large Businesses: Draft and issue these contracts to streamline operations, particularly in telecom, banking, insurance, and retail sectors
- Legal Departments: Create and review Adhesion Contracts to ensure compliance with Singapore's consumer protection laws and industry regulations
- Individual Consumers: Accept these contracts when purchasing products, subscribing to services, or opening accounts
- Small Business Owners: Often bound by these contracts when dealing with larger suppliers or service providers
- Regulatory Bodies: Monitor and enforce fair contract terms under CPFTA guidelines and industry-specific regulations
How do you write an Adhesion Contract?
- Business Requirements: Document your core service offerings, pricing structure, and standard operating procedures
- Legal Framework: Review Singapore's Consumer Protection (Fair Trading) Act and relevant industry regulations from MAS, PDPA, or sector-specific authorities
- Key Terms: List essential contract elements including service scope, payment terms, termination rights, and liability limitations
- Plain Language: Draft clear, understandable terms that avoid technical jargon while maintaining legal precision
- Compliance Check: Ensure terms align with mandatory cooling-off periods, fair pricing rules, and consumer rights under Singapore law
What should be included in an Adhesion Contract?
- Clear Identification: Full names and details of the business offering the contract and space for customer information
- Service Description: Precise scope of products or services covered, including limitations and exclusions
- Payment Terms: Clear pricing, payment methods, and consequences of non-payment
- Data Protection: PDPA-compliant clauses on personal data collection, usage, and storage
- Termination Rights: Conditions for ending the agreement, including any cooling-off periods
- Governing Law: Statement specifying Singapore law as governing jurisdiction
- Signature Block: Clear spaces for acceptance, including digital signature provisions if applicable
What's the difference between an Adhesion Contract and an Agreement Contract?
An Adhesion Contract differs significantly from a Agreement Contract in several key aspects under Singapore law. While both create legally binding relationships, their formation and negotiation processes are fundamentally different.
- Negotiation Power: Adhesion Contracts are "take it or leave it" agreements where one party sets all terms, while Agreement Contracts allow both parties to negotiate terms freely
- Customization: Agreement Contracts can be tailored to specific situations and modified by mutual consent, whereas Adhesion Contracts use standardized terms for all customers
- Court Scrutiny: Singapore courts examine Adhesion Contracts more closely for unfair terms, especially under consumer protection laws, while Agreement Contracts face less scrutiny if both parties had equal bargaining power
- Usage Context: Adhesion Contracts typically serve mass-market transactions like insurance or banking services, while Agreement Contracts suit unique business arrangements or specialized deals
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