ELI-UNCITRAL Model Contractual Terms on Digital Assistants in Consumer and Business Transactions (B2C and B2B)

Background

Building on the ELI Guiding Principles and Model Rules on Digital Assistants for Consumer Contracts (ELI DACC Model Rules, 2025), practical demands require a second-stage instrument focused specifically on standardisable contractual terms that can be used by parties in the markets, and provide guidance as benchmarking for industry (actors and associations), consumer protection bodies, ADR entities, lawmakers and regulators.

At international level, the UNCITRAL Model Law on Automated Contracting (MLAC, 2024) demonstrates the growing global relevance of automated and (Digital Assistant) DA-mediated contracting beyond consumer settings and across commercial transactions. While the MLAC provides a sound high-level legislative framework for the recognition and attribution of automated contracting, supplying operational contractual clauses is beyond its scope.

Aim

The joint ELI-UNCITRAL project will therefore combine the legislative foundation of MLAC with the normative and user-centric structure of the ELI Model Rules, producing Model Contract Terms suitable for both B2C and B2B use. Such a joint effort will promote coherence, reduce fragmentation, and ensure that contractual practice reflects the complementary principles developed by UNCITRAL and the ELI.

Outcome

This project seeks to develop concise Model Contractual Terms based on the Model Rules which are suitable for both B2C and B2B contexts, inspired in the Principles for AI in Contracting (2024), by ELI Scientific Director, Prof Dr Christiane Wendehorst. Although the original Instrument focused on consumer contracts, many of the Model Rules address issues that arise equally in business transactions.

In this context, the UNCITRAL Model Law on Automated Contracting exist, providing the high-level framework for recognition and attribution of automated contracting, allocating risks and unexpected actions. As the MLAC is conceived and drafted as a set of model legal rules for jurisdictions to implement, it does not supply ready-to-use contract clauses. The proposed Model Contract Terms will therefore translate those legislative principles (and the ELI Model Rules) into operational contractual wording suitable for B2C and B2B. We will ensure compatibility with MLAC to maximise coherence and uptake.

The clauses will provide practical, standardised contractual wording with the aim of operationalising the Rules, promoting uniformity, and supporting legal certainty across markets. The objective is to offer a set of selected Model Contract Terms (MCT) for both DA-provided contracts and DA-mediated contracts, in the form of a framework agreement between the parties or a platform agreement functioning as framework terms and conditions for users.