Adhesion Contracts Vs. Abusive Clauses. How To Recognize Abusive Clauses?
- Avocat
- May 26
- 8 min read
How many of us actually read a contract carefully before signing it? Most of the time, out of haste, trust, or a lack of understanding of legal terminology, we end up signing documents that may contain harmful provisions. At the heart of these risks are abusive clauses — contractual terms that take advantage of the lack of negotiation and the imbalance of power between the consumer and the professional.
In this article, you'll learn how to identify an abusive clause, what its effects are, and what you can do to protect yourself:
1. Adhesion contracts. Professional contract templates.
What are adhesion contracts?
Adhesion contracts are contracts drafted entirely by one party, unilaterally, without the other party having any real possibility of negotiating the terms.
The person adhering to the contract has only the option to accept or reject it — they cannot modify its content. This type of contract is frequently encountered in relationships between professionals and consumers, where there is a power and information imbalance between the parties. Essentially, the contract is "imposed" and signed as-is, which raises concerns about fairness and transparency.
Practical uses of adhesion contracts
Adhesion contracts are extremely common in everyday life, especially in fields such as:
banking services (loan agreements, current accounts);
telecommunications (phone, internet, and TV subscriptions);
public utilities (electricity, gas, water);
insurance;
transportation (flights, train, or international travel tickets);
digital apps and online platforms (terms and conditions of use).
In all these cases, the client or end user has virtually no control over the content of the contract: they cannot modify, negotiate, or change it. Even if they read all the clauses, the only option is to either fully accept the terms or give up the service.
Are adhesion contracts necessary?
Adhesion contracts are useful in many practical situations, due to reasons related to efficiency, cost, and organization. The most visible advantages of adhesion contracts include:
They meet the need for speed and standardization.
In sectors where thousands or millions of identical contracts are signed (e.g. telecommunications, banking, insurance), it's impossible to negotiate each contract individually. Adhesion contracts allow providers to offer services in an organized and predictable way, reducing processing times and administrative costs.
They ensure transparency and predictability.
Even though they are unilateral, these contracts must be clearly and accessibly drafted. Standardized clauses ensure that all customers are treated equally, and any misunderstandings are easier to resolve. Moreover, the legal framework (especially consumer protection legislation) provides a safeguard against abuse.
Adhesion contracts are indispensable in certain industries.
Some services simply couldn't function efficiently without adhesion contracts. Think of an electricity provider, an airline, or an online platform. Without an automated contract system, these activities would be unmanageable on a large scale.
Adhesion contracts do not exclude legal protection for the parties.
Although they cannot be negotiated, adhesion contracts are not "immune" to legal scrutiny. If they include abusive clauses, the consumer can challenge them, and the competent authorities (such as the National Authority for Consumer Protection or the courts) can intervene. Thus, the legal system compensates for the lack of negotiation through protective mechanisms.
Are adhesion contracts illegal?
No, adhesion contracts are not illegal in themselves. They are recognized and accepted by Romanian law as a legitimate form of contract. However, the problem arises when the contract contains abusive clauses — that is, provisions that create a significant imbalance between the parties in favor of the contract's author. In such cases, only those specific clauses can be declared null, not the entire contract. The law protects consumers from abuse but does not prohibit the use of adhesion contracts in general.
Therefore, the existence of an adhesion contract does not automatically mean your rights are being violated, but it is essential to pay close attention to its content, especially to clauses that may be imposed without a real right of negotiation.
Conclusion
Adhesion contracts are not only necessary, but also inevitable in many modern commercial relationships. The issue surrounding adhesion contracts is not their lack of utility, but the misuse of their purpose by professionals in a position of power over the client.
As long as the clauses of adhesion contracts are fair, clear, and compliant with the law, these contracts remain a useful and legitimate tool in today’s economy. However, when a professional uses an adhesion contract to impose unfair obligations on the client, the contract becomes imbalanced, and abusive clauses can be removed by the courts or sanctioned by competent authorities. In such cases, consumer protection mechanisms step in to restore contractual balance and prevent the use of unfair commercial practices.
2. Abusive clauses. Professional contract templates.
What is an abusive clause? Balanced contract templates.
An abusive clause is a contractual provision that creates a significant imbalance between the rights and obligations of the parties, to the detriment of the consumer. It is typically imposed unilaterally by the professional, without the other party being able to negotiate or influence it. Romanian Law no. 193/2000 regulates these situations, transposing a European directive aimed at protecting consumers.
An abusive clause has no legal effect and is considered null. However, simply signing a contract containing such a clause does not automatically invalidate it. It requires intervention either by the consumer or by a competent authority (such as the National Authority for Consumer Protection — ANPC) to legally remove it from the contract.
How can you recognize an abusive clause? Ask a lawyer.
The law provides a guiding list of clauses considered abusive. Below are the most common categories encountered in practice:
Unjustified limitation of the professional’s liability
If a contract states that the service provider is not liable for interruptions, malfunctions, or losses caused by failing to meet their obligations, this is a clear sign of abuse. Contractual liability cannot be unilaterally eliminated.
The professional’s exclusive right to interpret the contract
Clauses that grant only the professional the right to interpret contract terms in the event of a dispute are unbalanced and often abusive.
Unilateral amendment of the contract
If a company reserves the right to change prices, fees, or other essential terms — or to unilaterally terminate the contract — without clear justification and without the consumer’s agreement, the contract likely contains an abusive clause. The consumer must be informed in advance and given the option to withdraw from the contract if they disagree.
Disproportionate obligations for the consumer
Another sign of abuse is the imposition of excessively high penalties for minor delays or termination fees that do not reflect actual costs. These clauses are commonly found in credit, leasing, or mobile phone contracts.
The exclusive right to determine a breach of contract
If the professional has the sole and final say in determining that the consumer has breached the contract, without an objective procedure or a way to contest it, the clause is abusive.
Limiting access to justice
Clauses that prohibit access to court or impose mandatory arbitration without giving the consumer a choice are considered abusive. Alternative dispute resolution is allowed only if it is transparent and optional.
Lack of genuine negotiation – adhesion contracts
Most abusive clauses are found in adhesion contracts — standard forms that allow no modification or negotiation. Common examples: banking, telecom, utility, leasing, insurance contracts, and even some rental agreements.
What is NOT an abusive clause?
Not every contractual provision that seems disadvantageous is automatically abusive. Clauses that have been individually negotiated with clearly expressed consent from both parties are not considered abusive. Also, clauses that reflect legal provisions or are required by law do not fall into this category.
To be considered abusive, a clause must meet both of the following conditions:
it was not individually negotiated;
it creates a significant imbalance to the consumer’s detriment, contrary to the principle of good faith.
3. Examples of abusive clauses frequently encountered in practice
Romanian courts have already declared the following clauses null as abusive:
bank fees charged without any link to an actual service provided;
clauses requiring the consumer to pay a fixed termination fee, regardless of reason or contract duration;
clauses allowing the professional to unilaterally and immediately terminate the contract without any notice;
provisions by which the consumer waives the right to warranty or product repair;
clauses imposing fixed penalty amounts on the consumer for delays, with no possibility to negotiate or adjust them.
4. Common myths about abusive clauses
There are many myths surrounding contracts — and especially abusive clauses — that discourage consumers from defending their rights. These false beliefs perpetuate passivity and lead many to accept unfair terms out of fear that "nothing can be done." Below are three widespread myths and why they are incorrect:
“If I signed it, I have to comply with everything” – FALSE
Your signature does not automatically validate all the clauses in a contract. The law states that an abusive clause is absolutely null, even if signed. This means it has no legal effect (i.e., it can be removed or remedied), regardless of the agreement implied by your signature. So, simply signing a contract does not mean you’ve waived your rights or that you’re bound by unfair terms.
“All contracts are the same, nothing can be changed” – FALSE
Standardized contracts and adhesion contracts are two different things.
A standardized contract is a commonly used template, drafted in advance by a professional with pre-set clauses meant to streamline business transactions. A professionally drafted standard contract can benefit both parties by simplifying negotiation. This type of contract can be negotiated, and the final form reflects the mutual agreement.
An adhesion contract, on the other hand, is also a standard contract, but one where the adhering party has no real opportunity to negotiate any terms. The only option is to accept or reject it in full.
The key difference is whether there’s a genuine chance to modify the terms. Just because a contract is “standard” doesn’t mean it’s necessarily an adhesion contract.
Also, while it’s true that many contracts used in practice are pre-drafted (adhesion), that doesn’t make them automatically legal or untouchable. The fact that a contract is widely used or pre-printed doesn’t mean it’s fair. Even if you can’t negotiate the clauses up front, you can still challenge them later if they turn out to be abusive. The law protects the consumer, not the professional relying on unbalanced templates.
“It’s too complicated to challenge a clause” – NOT NECESSARILY
Challenging an abusive clause doesn’t automatically involve high costs or a long legal battle. You can start by filing a complaint with ANPC (the National Authority for Consumer Protection), free of charge.
Also, if you choose to go to court, you should know there is already extensive case law in this area, and courts are increasingly receptive to such claims. With the right documents and legal support if needed, challenging a clause may be more accessible than you think.
5. What can you do if you’ve signed a contract with an abusive clause?
Your signature on a contract does not automatically make all its provisions valid. If you identify an abusive clause, you have several options for action:
Report it to ANPC
You can file a complaint with the National Authority for Consumer Protection (ANPC), which has the power to investigate and sanction the professional and to notify the competent courts to remove the abusive clause from all contracts concluded by that professional.
Take the matter to court
You can file an individual lawsuit requesting the court to declare the clause abusive. If the court rules in your favour, the clause will be considered null and removed from the contract. The rest of the contract remains valid, as long as it can operate without that clause.
If you're unsure whether a clause is abusive, speak with a legal expert. A lawyer can help you assess the risks and prepare a proper legal action or complaint.
Educate yourself and stay informed
Understanding what an abusive clause is — and how to identify one — gives you a major advantage. Not every clause imposed in a contract is automatically legal; some can be challenged or removed.
Most importantly, you have the right to refuse to sign a contract if it seems unfair or unbalanced. You’re not obligated to accept terms you don’t understand or that clearly put you at a disadvantage. Sometimes, simply saying “no” is the best form of protection.
Contracts shouldn’t be treated as mere formalities — they are tools that can directly impact your rights and your finances. Stay alert, stay informed, and don’t hesitate to act when you feel you’re being treated unfairly. An informed consumer is a protected consumer.
