On 14 April 2021, Vircon Legal co-founder Erdem Mümtaz Hacıpaşaoğlu delivered a start-up law training session at İstanbul Akademi.
The contracts a startup signs with everyone except its investors
Fundraising documents get the attention, but a company spends far more of its life inside ordinary commercial contracts. The customer agreement decides what was actually sold, what uptime is promised and what happens when the service fails, which is why the liability clause, not the price, is usually the hardest part to negotiate. Caps and carve-outs work in Turkish contracts much as an indemnification cap and basket does in an acquisition: they decide who absorbs a bad month.
Underneath sit the supplier contracts. If hosting is abroad, the customer agreement has to be consistent with the company’s cross-border transfer position; if the buyer is an enterprise, expect requests for source-code escrow and proof of E&O cover. A penalty clause accepted casually can outweigh the contract’s value. See SaaS & IT Contracts and Technology Law.
