Effective 5 January 2026, the Binance exchange through its affiliated entities — Nest Exchange Limited, Nest Clearing and Custody Limited, and Nest Trading Limited — will operate under the Abu Dhabi Global Market (ADGM) legal framework. This transition follows Binance’s acquisition of comprehensive licenses enabling the Binance entities to act as a Recognised Investment Exchange, a Recognised Clearing House, and a Broker Dealer in the ADGM.
The Future of Dispute Resolution in the ADGM: Binance’s Strategic Arbitration Framework
Binance’s move to the ADGM was accompanied by the release of its new Terms of Use (New TOU), which, by way of novation, replaced its previous Terms of Use (Old TOU) as of 5 January 2026. In this article, we consider what has and has not changed in the comprehensive dispute resolution process set out in the Old and New TOU. Fundamentally, the dispute resolution process under the New TOU has stayed the same — a customer complaint, followed by a notice of claim and negotiations, and then arbitration. A table comparing the “old” and “new” provisions is included at the end of this article, and users of the Binance exchange should carefully consider these and other changes; however, the key takeaways are as follows:
1.Governing law: The New TOU, including the arbitration clause, is governed by ADGM law (which directly incorporates English common law, as well as nearly 50 English statutes, albeit with certain modifications), with UAE federal and Emirate laws expressly excluded. The Old TOU were governed by English law, with the exception of the arbitration clause, which was governed by DIFC law.
2. Exclusive arbitration jurisdiction: Both the New and Old TOUs provide that all disputes will be resolved only through ICC arbitration seated in the ADGM and DIFC, respectively. Further, the New TOU expressly excludes the jurisdiction of UAE courts except the ADGM Courts as the court supervising the arbitration.
3. Mandatory legal rights: The Old and New TOUs provide that the contractual dispute resolution process will not deprive the user “of any mandatory legal right” from which they benefit under the applicable law. While some may argue that this provision generally renders the arbitration agreement non-exclusive, this, in our view, is unlikely to succeed as arbitration agreements are generally enforceable under ADGM law. However, it remains to be seen how the New TOU will interact with the ADGM Consumer Protection Regulations and specifically with the right to file a claim in the ADGM Courts for breach of these Regulations if and when they are enacted (the Regulations are in the public consultation stage at present).
Despite this, the choice of the ADGM as the seat and ADGM law as the governing law of the arbitration clause in the New TOU significantly improves its enforceability prospects. In the Old TOU the arbitration clause was governed by DIFC law, and pursuant to article 38(2) of the DIFC Implied Terms in Contracts and Unfair Terms Law, an exclusive arbitration clause contained in a party’s standard terms of business cannot be enforced against the other party except in so far as it is reasonable. A further restriction on enforceability of arbitration clauses against consumers is set out in article 12(2) of the DIFC Arbitration Law. There are no equivalent express restrictions under ADGM law.
- Tribunal composition: The New TOU provides for a three-member tribunal, whereas the Old TOU provided for a sole arbitrator. The selection of a three-member tribunal will inevitably increase the costs of the proceedings but at the same time will arguably result in a more measured award.
- Procedural restrictions: The New TOU expressly disapply the Emergency Arbitrator Provisions and Expedited Procedure Rules (which are part of the ICC Arbitration Rules). This again prioritises thoroughness over speed or cost-efficiency.
- Claims to be brought individually: The Old and New TOUs prohibit consolidation of individual arbitrations into a single proceeding without Binance’s consent. In combination with the three-member tribunal, this provision may make arbitration of smaller claims prohibitively expensive.
- Confidentiality: Awards and procedural orders will remain confidential.
- Global enforceability: By leveraging the New York Convention, arbitral awards will be enforceable worldwide — a strategic advantage for Binance given its globally dispersed user base.
- Limitation period: The Old TOU prescribed a strict one-year limitation period, which also included the 30-day negotiation period following the submission of a notice of claim. This provision is absent from the New TOU.
A consequence of the New TOU may be to deter smaller claims given the higher initiation expenses due to the multi-arbitrator structure, exclusion of expedited procedures, as well as the prohibition on consolidation. However, the framework underscores Binance’s commitment to the ADGM and arbitration generally. The new dispute resolution clause ensures that the ADGM will be at the forefront of global crypto disputes going forward.
For further information contact William Prasifka and Dimitriy Mednikov.
| New TOU | Old TOU |
| RESOLVING DISPUTES: FORUM, ARBITRATION, CLASS ACTION WAIVER | RESOLVING COMPLAINTS AND CLAIMS |
| For the avoidance of doubt, nothing in this section will deprive you of any mandatory legal right from which you benefit under the ADGM Rules. | For the avoidance of doubt, nothing in this section will deprive you of any mandatory legal right from which you benefit under Applicable Law. |
| [There is no equivalent provision in the New TOU, but see clause 36.1 below, as well as clause 3.1 for how a complaint should be made] | 32. Complaints 32.1 How to make a complaint. If you have a complaint, please contact us to let us know and we will try to resolve it. You can make a complaint in writing using the following methods: a. through our Website at www.binance.com/en-AE/support/requests/new; and/or b. by completing our Binance Complaint Form. 32.2 What happens when you make a complaint. We will let you know that we have received your complaint within five (5) Business Days. We will also explain our complaints process and keep you updated on the progress of your complaint as we look into it. We will provide you with a written response setting out our final decision on your complaint, including the reasons for our decision, within twenty (20) Business Days of receiving your complaint. 32.3 In extraordinary circumstances, if we cannot resolve your complaint within twenty (20) Business Days, we will provide you with an update and explain the reasons for the delay. In such cases, we will resolve your complaint no later than forty (40) Business Days from the date we receive it. 32.4 If we cannot resolve your complaint. If we cannot resolve your complaint, or you remain dissatisfied, you may also complain to our regulator, VARA. You may also raise a Claim in accordance with sub-clause 33.1 below. |
| 36. NOTICE OF CLAIM – NEGOTIATION, THEN ARBITRATION | 33. Notice of Claim and Dispute Resolution Period |
| [There is no equivalent provision in the New TOU but see clause 36.2 as regards confidentiality of negotiations ] | 33.1 Please contact Binance first if you have any concerns with the Binance Services. Binance wishes to address your concerns without resorting to formal legal proceedings, if possible. A ticket number will be assigned to you if your concerns cannot be addressed to your satisfaction at first instance. The issuance of the ticket number commences the internal dispute resolution procedure and Binance will attempt to resolve the dispute internally as soon as possible (the “Dispute Resolution Period”). The parties agree to negotiate in good faith to resolve the dispute (which discussions shall remain confidential and be subject to applicable rules protecting settlement discussions from use as evidence in any legal proceeding). |
| 36.1 In the event that a complaint cannot be resolved by Binance’s customer support team within eighty (80) Calendar Days from the date of receipt, you and Binance shall first seek to resolve any Claim by submitting to Binance a “Notice of Claim“, which must: | 33.2 In the event that the dispute cannot be resolved satisfactorily, and you wish to assert a Claim against Binance, then you agree to set forth the basis of such Claim in writing in a “Notice of Claim”, as a form of prior notice to Binance. The Notice of Claim must |
| 36.1.1 describe the nature and basis of the claim or dispute; | a. describe the nature and basis of the claim or dispute, |
| 36.1.2 set forth the specific relief sought; | b. set forth the specific relief sought, |
| 36.1.3 provide the original ticket number; and | c. provide the original ticket number, and |
| 36.1.4 include your account number and email. | d. include your account email. The Notice of Claim should be submitted to the following web address: https://www.binance.com/en-AE/chat. After you have provided the Notice of Claim to Binance, the dispute referenced in the Notice of Claim may be submitted by either Binance or you to arbitration in accordance with the below clause 34 (Agreement to arbitrate). |
| 36.2 The submission of the Notice of Claim to Binance commences the dispute resolution procedure. The parties agree to negotiate in good faith for a period of ninety (90) calendar days following delivery of the Notice of Claim with a view to amicably resolving the dispute (which discussions, the Notice of Claim and all documents and communications between the parties in connection with these confidential negotiations, shall remain confidential and be subject to applicable rules protecting settlement discussions from use as evidence in any legal proceeding). | 33.5 What happens when you raise a dispute. The parties shall seek to resolve the dispute amicably. The discussions must remain confidential and without prejudice, and any settlement discussions or offer may not be used as evidence in any legal proceeding. [As regards confidentiality, see clause 33.1 above] |
| 36.3 In the event that the Claim cannot be satisfactorily resolved through confidential negotiations under Clause 36.2 within ninety (90) days after you have submitted the Notice of Claim to Binance, either party may refer the Claim to arbitration in accordance with Clause 37 (Agreement to Arbitrate) below. | 33.6 If we cannot resolve the dispute. If the parties are unable to amicably resolve the dispute within thirty (30) calendar days of the notice referred to in sub-clause 33.2 above (whether or not any attempt to resolve the dispute has been made by either party), the dispute shall be referred to and finally resolved by arbitration in accordance with clause 34 below |
| [There is no equivalent provision in the New TOU, but see clause 40.2 as regards notices] | 33.4 How to raise a dispute. In the event of a dispute, a party shall first provide notice of that dispute to the other party in writing to: a. through our Website at www.binance.com/en-AE/support/requests/new; b. by completing our Binance Complaint Form in the case of notice to us; and/or c. the Email Account, in the case of notice to you. |
| 36.4 For the avoidance of doubt, the submission of a Notice of Claim to Binance constitutes a mandatory prerequisite to the commencement of any arbitration. | 33.3 For the avoidance of doubt, the submission of a dispute to Binance for resolution internally and the delivery of a Notice of Claim to Binance are prerequisites to commencement of an arbitration proceeding (or any other legal proceeding). |
| 37. AGREEMENT TO ARBITRATE | 34. Agreement to arbitrate |
| 37.1 You and Binance agree that, subject to the immediately preceding Clauses 36.2 and 36.3 above (Notice of Claim – Negotiation, then Arbitration), any Claim shall be exclusively and finally resolved by mandatory final and binding individual (not class) arbitration administered by the International Chamber of Commerce (the “ICC“) in accordance with the ICC Rules of Arbitration in force at the time of filing of the Claim (the “ICC Rules“). The ICC Rules are deemed incorporated by reference into this Clause 37.1. | 34.1 You and Binance agree that, subject to the immediately preceding clause 33, any Claim shall be determined by mandatory final and binding individual (not class) arbitration administered by the International Chamber of Commerce (the “ICC”) in accordance with the ICC rules of arbitration for the time being in force (the “ICC Rules”). The ICC Rules are deemed incorporated by reference into this clause 34.1. |
| 37.2 The tribunal shall consist of three (3) arbitrators to be appointed in accordance with the ICC Rules. | 34.3 The Tribunal shall consist of one (1) arbitrator to be appointed in accordance with the ICC Rules. |
| 37.3 The seat of arbitration shall be the ADGM. | 34.2 The seat of arbitration shall be the Dubai International Financial Centre (the “DIFC”). |
| 37.4 The Emergency Arbitrator Provisions shall not apply. | [There is no equivalent provision in the Old TOU] |
| 37.5 The parties expressly agree that the Expedited Procedure Rules shall not apply. | [There is no equivalent provision in the Old TOU] |
| 37.6 The arbitral award shall be final and binding on the Parties and may be enforced in any court having jurisdiction. | 34.9 Any award made by the arbitral tribunal shall be final and binding on the parties and may be entered and enforced in any court having jurisdiction. |
| 37.7 For the avoidance of doubt, this arbitration agreement shall not prejudice a party’s right to seek interim relief from the ADGM Court. The parties agree that the courts of the UAE (including all Emirates thereof) shall have no jurisdiction to supervise the arbitration. | 34.6 Nothing in this clause prevents you or Binance from issuing legal proceedings before the DIFC courts where the only relief sought is interim relief. |
| 37.8 The language of the arbitration shall be English. | 34.4 The language of the arbitration shall be English. |
| 37.9 This arbitration agreement shall be exclusively governed by, and construed in accordance with, the laws of the ADGM. You and Binance expressly agree that the laws of the UAE, including any federal or Emirate laws not directly applicable to the ADGM legal framework, shall have no application to this arbitration agreement or any dispute arising hereunder. | 34.7 Notwithstanding anything to the contrary in these Terms, this agreement to arbitrate shall be governed by, and construed in accordance with, the laws of the DIFC. |
| 37.10 No award or procedural order made in the arbitration shall be published. | 34.11 No award or procedural order made in the arbitration shall be published. |
| 37.11 You and Binance agree that the courts of the UAE (including all Emirates thereof) shall have no jurisdiction to hear or determine any Claim. Accordingly, you and Binance irrevocably waive any right to commence proceedings in any UAE court (whether federal or Emirate) in respect of any Claim. | [There is no equivalent provision in the Old TOU] |
| 37.12 The arbitration provisions set forth in this Clause will survive termination of these Terms. | 34.12 The arbitration provisions set forth in this clause will survive termination of these Terms. |
| [There is no equivalent provision in the New TOU] | 34.5 You and Binance further agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including without limitation any objections with respect to the existence, scope or validity of this agreement to arbitrate, or the arbitrability of any Claim. |
| [There is no equivalent provision in the New TOU] | 34.8 During the arbitration, the amount of any settlement offer made by you or Binance shall not be disclosed to the arbitrator. |
| [There is no equivalent provision in the New TOU] | 34.10 The arbitral tribunal shall have the power to decide by an order or award that all or part of the legal or other expenses incurred by a party (“Legal Costs”) be paid by another party. The arbitral tribunal shall decide the amount of such Legal Costs on such a reasonable basis as it deems appropriate. |
| [There is no equivalent provision in the New TOU] | 34.13 Limitation period for filing. Any arbitration against Binance must be commenced by filing and serving a Notice of Arbitration in accordance with the ICC Rules within one (1) year after the date that the user asserting the Claim first found out or reasonably should have found out the alleged act, omission or default giving rise to the Claim (“Limitation Period”). For the avoidance of doubt, the Limitation Period shall include the Dispute Resolution Period set out at clause 33.1. There shall be no right to any remedy or relief for any Claim by the user if the Notice of Arbitration in respect of that Claim is not filed and served on Binance within that Limitation Period. If the Limitation Period is contrary to applicable law, the user shall be required to bring any Claim against Binance within the shortest time period permitted by the applicable law. A Notice of Arbitration may be served on Binance in accordance with the Applicable Laws and rules of service. |
| 37.13 Notice. If Binance commences arbitration against you, Binance will give you notice on your Email Account or mailing address you have provided. You agree that any notice sent to this email or mailing address shall be deemed effective for all purposes, including without limitation to determinations of the adequacy of service. It is your obligation to ensure that the email address and/or mailing address on file with Binance is up-to-date and accurate. | 34.14 Notice. If Binance commences arbitration against you, Binance will give you notice at the email address or mailing address you have provided. You agree that any notice sent to this email address or mailing address shall be deemed effective for all purposes, including without limitation to determinations of the adequacy of service. It is your obligation to ensure that the email address and/or mailing address on file with Binance is up-to-date and accurate. |
| 37.14 Confidentiality 37.15 The parties agree that the arbitration shall be kept confidential. The existence of the arbitration, the existence or content of the Claim, all documents and information provided or exchanged in connection with the arbitration, and any submissions, orders or awards made in the arbitration shall be kept confidential and no party shall disclose any of the foregoing to any third party except the tribunal, the ICC, the parties, their counsels, experts, witnesses, accountants and auditors, insurers and reinsurers as applicable, and any other persons necessary to the conduct of the arbitration. | 34.15 Confidentiality. The parties agree that all matters related to the arbitration shall be kept confidential. The existence of the arbitration, the existence or content of the Claim, all documents and information provided or exchanged in connection with the arbitration, and any submissions, orders or awards made in the arbitration shall be kept confidential and no party shall disclose any of the foregoing to any party except the tribunal, the ICC, the parties, their counsels, experts, witnesses, accountants and auditors, insurers and reinsurers, and any other persons necessary to the conduct of the arbitration. |
| Notwithstanding the foregoing, a party may disclose such confidential information: | 34.16 Notwithstanding the foregoing, a party may disclose such confidential information: |
| (a) if the written consent of the other party is obtained; | a. if the written consent of the other party is obtained; |
| (b) to the extent required by ADGM Rules, Applicable Law or by the regulations of any regulatory or supervisory authority of competent jurisdiction to which the party is or may become subject to or pursuant to any order of court or other competent authority or tribunal of competent jurisdiction; | b. to the extent required by applicable law or by the regulations of any regulatory or supervisory authority of competent jurisdiction to which the party is or may become subject to or pursuant to any order of court or other competent authority or tribunal of competent jurisdiction; |
| (c) in connection with the commencement, pursuit or defence by a party of any bona fide legal proceedings to enforce or challenge any award rendered in the arbitration; and | c. in connection with the commencement, pursuit or defence by a party of any bona fide legal proceedings to enforce or challenge any award rendered in the arbitration; |
| (d) to the extent that the relevant confidential information is in the public domain otherwise than by breach of this agreement. | d. to the extent that the relevant confidential information is in the public domain otherwise than by breach of this agreement; and |
| [There is no equivalent provision in the New TOU] | e. we may disclose such confidential information to Binance Affiliates. |
| This term of confidentiality in this Clause shall survive termination of these Terms and conclusion or stay of any arbitration brought pursuant to these Terms. | 34.17 This clause 34 shall survive termination of these Terms and conclusion or stay of any arbitration brought pursuant to these Terms. |
| 38. GOVERNING LAW These Terms (including the arbitration agreement at Clause 37 (Agreement to Arbitrate) above) shall be exclusively governed by, and construed in accordance with, the law of the ADGM. Any Claim, dispute or matter arising out of or in connection with these Terms (including the arbitration agreement at Clause 37) whether contractual or non-contractual, shall be governed in accordance with the law of ADGM. | 35. Governing law These Terms (except the agreement to arbitrate in clause 34) shall be governed by, and construed in accordance with, the laws of England and Wales. |
| 39. CLASS ACTION WAIVER You and Binance agree that any Claims shall be brought against Binance in an arbitration on an individual basis only and not as a plaintiff or class member in a purported class or representative action. You further agree to waive any right for such Claims to be brought, heard, or arbitrated as a class, collective, representative, or private attorney general action, to the extent permissible by ADGM Rules or Applicable Law. Combining or consolidating individual arbitrations into a single arbitration is not permitted without the consent of Binance. | 36. Class action waiver You and Binance agree that any Claims shall be brought in an arbitration on an individual basis only and not as a plaintiff or class member in a purported class or representative action. You further agree to waive any right for such Claims to be brought, heard, or arbitrated as a class, collective, representative, or private attorney general action, to the extent permissible by Applicable Law. Combining or consolidating individual arbitrations into a single arbitration is not permitted without the consent of Binance. |