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.
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