Regulations On Unfair Contract Terms In Vietnam

An unfair contract term is a provision or condition considered unjust, biased, or which favors one party (typically the party that drafted the contract) and that disadvantages the other party. The regulations on unfair contract terms are primarily governed by the Civil Code and the Law on Protection of Consumers' Rights 2023 ("LPCR"). Neither uses the language "unfair contract term" but both imply that unfair terms are unjust terms. The 2015 Civil Code regulates the fairness of contract terms but only in connection with the use of standard form contracts and general transaction conditions. Articles 405 and 406 of the Civil Code specify that a standard form contract is a contract created by a business or trader specifically for a transaction involving consumers, while general transaction conditions are stable terms announced by a party to apply to the offeree; if the offeree accepts to enter into the contract, the offeree is deemed to accept the terms. The LPCR mainly