Is a limitation of liability clause valid in Tunisia?

In principle yes, between businesses, provided it does not cover gross fault or fraud, which the law expressly excludes. It must also remain consistent with the contract's main obligation.

What liability cap should a services contract include?

The most common practice is a cap equal to the fees paid over 12 months or the total contract price. A higher cap may be accepted for sensitive risks such as personal data, ideally aligned with the amount your insurance covers.

Can liability for loss of profit be excluded?

Yes, this is common between businesses, subject to gross fault, fraud and mandatory rules. Define the excluded losses precisely, because the notion of indirect loss varies between countries.

Clause templatesCommercial

Limitation of liability clause

A limitation of liability clause sets the maximum you could owe for a breach and excludes certain types of loss. It makes your risk predictable and insurable, which is essential for a supplier whose fee bears no relation to the client's potential losses. It never protects against fraud or gross fault.

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Clause template

1. Each party's liability under this agreement is limited to direct and foreseeable loss resulting from a proven breach of its obligations. 2. Save where mandatory law provides otherwise, the total liability of [NAME OF PARTY] for all claims combined is capped at [AMOUNT / THE FEES (EXCLUDING TAX) PAID UNDER THIS AGREEMENT IN THE PRECEDING 12 MONTHS]. 3. Neither party is liable for indirect loss, such as loss of turnover, profit, goodwill or data not backed up by the other party. 4. The above limitations do not apply in the case of fraud or gross fault, personal injury, or to payment and confidentiality obligations. 5. The parties acknowledge that the price of this agreement reflects this allocation of risk.

Replace the bracketed items before use.

Variants

Client-friendly version

The Supplier's liability is capped at [MULTIPLE, e.g. twice] the total contract value. This cap does not apply to breaches of confidentiality, of personal data protection obligations or to infringement of third-party intellectual property rights, for which the Supplier remains liable for the full proven loss.

When to use it

You are an IT supplier, consultant or agency and a bug or error could cost the client a great deal.
You sell a product whose use by the buyer is outside your control.
Your professional indemnity insurer requires a contractual cap.
You are negotiating with a large account that asks for unlimited liability.

Mistakes to avoid

Excluding all liability, which empties the main obligation of its substance and makes the clause ineffective.
Forgetting the unavoidable exceptions: fraud, gross fault, personal injury.
Setting a cap unrelated to the price or to the insurance in place.
Using common-law concepts ("consequential damages") without defining them in a contract governed by civil law.

Country-specific notes

Tunisia
The Tunisian Code of Obligations and Contracts forbids stipulating in advance that a party will not be liable for its own gross fault or fraud (art. 244), so a limitation never applies in those cases.
Source: Code des obligations et des contrats (Tunisia), consolidated text
France
Since the 2016 reform, any clause that deprives the debtor's essential obligation of its substance is deemed unwritten (art. 1170 of the Civil Code).
Source: CMS Francis Lefebvre, « Baux commerciaux et obligations essentielles : le contrôle du juge renforcé »
United Arab Emirates
According to Mayer Brown, the new Civil Transactions Law (Federal Decree-Law No. 25 of 2025, in force since 1 June 2026) prohibits excluding or reducing liability for harmful acts (art. 257), so a single aggregate cap that also covers such claims is risky.
Source: Mayer Brown, « Examining the New UAE Civil Code – Part 4: Compensation and Damages »

Contracts that use this clause

Frequently asked questions

In principle yes, between businesses, provided it does not cover gross fault or fraud, which the law expressly excludes. It must also remain consistent with the contract's main obligation.

Other Commercial clauses

Sources

Indicative template, to adapt to your situation. It does not replace legal advice.

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Limitation of liability clause

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Variants

Client-friendly version

When to use it

You are an IT supplier, consultant or agency and a bug or error could cost the client a great deal.

You sell a product whose use by the buyer is outside your control.

Your professional indemnity insurer requires a contractual cap.

You are negotiating with a large account that asks for unlimited liability.

Mistakes to avoid

Excluding all liability, which empties the main obligation of its substance and makes the clause ineffective.

Forgetting the unavoidable exceptions: fraud, gross fault, personal injury.

Setting a cap unrelated to the price or to the insurance in place.

Using common-law concepts ("consequential damages") without defining them in a contract governed by civil law.

Country-specific notes

Tunisia

The Tunisian Code of Obligations and Contracts forbids stipulating in advance that a party will not be liable for its own gross fault or fraud (art. 244), so a limitation never applies in those cases.

Code des obligations et des contrats (Tunisia), consolidated text

France

Since the 2016 reform, any clause that deprives the debtor's essential obligation of its substance is deemed unwritten (art. 1170 of the Civil Code).

CMS Francis Lefebvre, « Baux commerciaux et obligations essentielles : le contrôle du juge renforcé »

United Arab Emirates

According to Mayer Brown, the new Civil Transactions Law (Federal Decree-Law No. 25 of 2025, in force since 1 June 2026) prohibits excluding or reducing liability for harmful acts (art. 257), so a single aggregate cap that also covers such claims is risky.

Mayer Brown, « Examining the New UAE Civil Code – Part 4: Compensation and Damages »