The terms of service of a Turkish SaaS company are usually a translation of a US template, clicked through at sign-up, and read for the first time when a customer refuses to pay or a regulator asks. Turkish law treats such a document as a set of general terms and conditions (genel işlem koşulları) under Articles 20 to 25 of the Turkish Code of Obligations No. 6098 (TBK), which means that clauses the customer was not clearly told about, clauses foreign to the nature of the contract, unilateral amendment rights and clauses that aggravate the customer’s position contrary to good faith are simply “deemed unwritten”, whether the customer is a consumer or a company. On top of that layer sit the pre-contract information and order rules of the Law No. 6563 on the Regulation of Electronic Commerce, which the parties may contract out of only when neither is a consumer, and, for consumer customers, the Law No. 6502 on Consumer Protection with its distance-contract regime and withdrawal right. This article explains how to tell your B2B customers from your B2C customers, what the TBK does to the standard clauses in a SaaS agreement, what 6563 requires on the sign-up flow, and how to draft terms that hold.
B2B or B2C: the first question, and the one most sites get wrong
Under Article 3(1)(k) of Law No. 6502 a consumer is a natural or legal person acting for purposes that are not commercial or professional. A freelancer buying a design tool for client work is not a consumer; a student buying it for coursework is. The distinction decides three things. For consumers, the Law No. 6502 applies with its list of unfair terms, its distance-contract information duties and the 14-day withdrawal right under Article 48, subject to the exceptions in the Distance Contracts Regulation for digital content and services performed instantly with the consumer’s approval. For non-consumers, Articles 3(3) and 4(3) of Law No. 6563 allow the parties to agree otherwise on the information and order rules, and the TBK’s general-terms control applies without the consumer overlay. A SaaS that serves both must either run two sets of terms, or one set drafted to the consumer standard. Most Turkish B2B SaaS companies achieve the separation by requiring a company name and tax number at sign-up and stating that the service is offered to businesses only; the statement helps, but a court will look at how the customer actually used the service.
What the TBK does to your standard clauses
Article 20 defines general terms as clauses drafted in advance by one party for use in many similar contracts and presented to the other; their placement, scope, font and form are irrelevant, and a recital that each clause was individually negotiated does not, on its own, take them out of the regime. Article 21 then sets the incorporation test: terms adverse to the customer become part of the contract only if, at conclusion, the drafter expressly informed the customer of their existence, gave the customer the opportunity to learn their content, and the customer accepted them; otherwise they are deemed unwritten. Terms that are foreign to the nature of the contract and the character of the business are deemed unwritten regardless. Article 22 preserves the rest of the contract, and forbids the drafter from arguing it would not have contracted without the unwritten clauses. Article 23 construes unclear terms against the drafter. Article 24 deems unwritten any clause giving the drafter a unilateral right to amend the terms or to introduce new rules to the customer’s detriment. Article 25 prohibits terms that, contrary to good faith, are to the customer’s detriment or aggravate its position.
Applied to the usual SaaS clauses, this produces a clear list. The “we may change these terms at any time by posting a new version” clause is the first casualty under Article 24; Turkish terms need a notice-and-acceptance mechanism, typically e-mail notice with a right to terminate before the change takes effect. Broad limitation-of-liability and exclusion clauses survive between businesses only if they are clearly presented and not contrary to good faith, and never for gross negligence or intent, which Article 115 of the TBK makes non-excludable. Automatic renewal is enforceable if the customer was told clearly and can terminate at renewal; silent renewal for a longer term than the original is the kind of clause Article 25 catches. Unilateral price changes need an objective index or a termination right. And jurisdiction and governing-law clauses pointing to a foreign court are valid between businesses under Law No. 5718 on Private International Law and International Civil Procedure but cannot be used against Turkish consumers, and are in practice unattractive for a Turkish company that will need to enforce in Türkiye.
The sign-up flow under Law No. 6563
Law No. 6563 addresses the mechanics of contracting electronically. Article 3 requires the service provider, before the contract is concluded, to make available its identifying information, the technical steps to conclude the contract, whether the contract text will be stored and remain accessible and for how long, the technical means to identify and correct input errors, and the applicable privacy rules and any alternative dispute-resolution mechanisms; it must also enable the customer to store the contract terms and general conditions (Article 3(4)). Article 4 requires the total price and the terms to be clearly visible before payment details are entered, an electronic confirmation of the order without delay, and effective tools to correct input errors. Where neither party is a consumer these rules may be varied by agreement (Articles 3(3) and 4(3)), but the varying agreement must itself pass the TBK incorporation test, so in practice compliant B2B flows simply follow them. Since the 2022 amendments, the Law also contains the intermediary and marketplace regime with its licensing thresholds (Additional Articles 2 to 4); a SaaS that lets third parties sell to end customers through its platform should check whether it has become an “electronic commerce intermediary service provider”. Registration in ETBİS is required of service providers that conclude contracts electronically, and the Ministry of Trade checks it.
Consumer customers: the extra layer
If consumers can subscribe, the terms must satisfy Law No. 6502 as well. The pre-contract information required for distance contracts must be given in the form the Distance Contracts Regulation prescribes and confirmed on a durable medium; the 14-day withdrawal right under Article 48 applies unless the exception for services performed with the consumer’s express approval before the period ends, or for digital content delivered immediately, has been validly invoked; for services the Regulation requires only that performance began with the consumer’s approval, and recording that the consumer was told the right would be lost is good evidence rather than a statutory element. Unfair-terms control under Article 5 of Law No. 6502 is stricter than the TBK’s and is applied by the courts of their own motion. Consumer disputes go to the consumer arbitration committees and consumer courts, whatever the terms say. A SaaS that cannot support these processes should not sell to consumers, and should say so in a way that a court will believe.
Data, security and the KVKK reference
Terms of service are not a substitute for KVKK compliance, but they must be consistent with it. The privacy notice under Article 10 of Law No. 6698 is a separate document addressed to data subjects and should not be buried in the terms; where the SaaS processes the customer’s end-user data on the customer’s behalf, the data processing agreement should be incorporated by reference and attached. Security commitments in the terms should match the DPA’s security annex. And the terms should state plainly that the customer is the controller of its own end-user data, since Turkish courts and the Authority will otherwise ask the SaaS to justify processing it never decided to carry out.
A drafting sequence
Decide the customer scope first: businesses only, consumers too, or separate products. Build the sign-up flow to Law No. 6563 standards and keep the acceptance log, including the version of the terms accepted and the timestamp, since Article 21 of the TBK puts the burden of showing incorporation on you. Write the terms in Turkish, or in Turkish and English with a prevailing-language clause, because a Turkish court will construe an English-only term against the drafter under Article 23. Replace the unilateral-amendment clause with a notice mechanism, replace the blanket exclusion with a good-faith limitation that carves out gross negligence and intent, and give every automatic renewal a reminder and an exit. Attach the DPA and the SLA as schedules, and version them together. Then read the whole document once more as the customer’s lawyer would, because that is who will read it next.
Is click-wrap acceptance valid under Turkish law?
Yes, for terms that do not require a written form. The TBK does not require a signature for a service contract; what Article 21 requires is that the customer was clearly told the terms existed and could read them before accepting. A checkbox with a link, and a log of the acceptance, meets that if the link works and the text was the one relied on.
Can we exclude liability entirely between businesses?
No. Article 115 of the TBK voids any advance exclusion of liability for gross negligence or intent, and Article 25 catches exclusions that aggravate the customer’s position contrary to good faith. A cap at fees paid over twelve months for ordinary negligence is usually defensible; a blanket “no liability” clause is not.
Do we need a Turkish-language version?
Not by statute for B2B, but in practice yes: the customer must have had a real opportunity to learn the content under Article 21, and a Turkish court will decide whether it did. For consumers the Distance Contracts Regulation’s information duties must be met in a form the consumer understands, which for a Turkish consumer means Turkish.
Related: B2B · ETBİS · AI chatbots and consumer law.
Sources. Turkish Code of Obligations No. 6098 (Articles 20–25, 115); Law No. 6563 on the Regulation of Electronic Commerce (Articles 3, 4, Additional Articles 2–4); Law No. 6502 on Consumer Protection (Articles 3, 5, 48); Law No. 6698 (Article 10). Statute links open the official Turkish texts on mevzuat.gov.tr.
This article is provided for general information only and does not constitute legal advice. Please seek legal support for an assessment of any specific matter.
