What are general terms and conditions?
General terms and conditions (genel işlem koşulları, GTC) are contract provisions that one party drafts alone and in advance, for use in many similar contracts, and presents to the other party (Code of Obligations No. 6098, TBK, Art. 20). Terms of service, EULAs, bank and payment framework contracts, insurance policies, marketplace rules and standard supply terms are typical examples.
The label does not depend on form. Whether the terms are in the contract itself or an annex, how long they are and what typeface they use is irrelevant; texts that are not identical can still be general terms; and a recital that each clause was discussed and accepted does not, on its own, take them out of the regime (Art. 20). The rules also apply to contracts prepared by persons and institutions that provide their services under a licence or permit from the law or a competent authority, whatever the nature of the contract (Art. 20), which brings banks, payment and e-money institutions and insurers within scope.
The TBK rules (Articles 21 to 25)
- Incorporation (Art. 21): terms against the other party’s interest become part of the contract only if the drafter expressly told the other party of them at signing, gave it the opportunity to learn their content, and the other party accepted them. Otherwise they are deemed unwritten. Terms foreign to the nature of the contract and the business are also deemed unwritten.
- Effect (Art. 22): the rest of the contract stays valid, and the drafter cannot argue that it would not have contracted without the unwritten terms.
- Interpretation (Art. 23): an unclear or ambiguous term is read against the drafter and in favour of the other party.
- No unilateral change (Art. 24): a clause allowing the drafter to change the contract or introduce new terms unilaterally against the other party is deemed unwritten.
- Content control (Art. 25): general terms may not, contrary to good faith, contain provisions against the other party or that worsen its position.
Consumer contracts
Against a consumer, Law No. 6502 adds the unfair terms rule: a term not negotiated with the consumer that creates an imbalance in the parties’ rights and obligations against the consumer, contrary to good faith, is void, and the rest of the contract stays valid (Art. 5(1)-(2)). A term in a standard contract is presumed not to have been negotiated, and the drafter who claims otherwise must prove it; written terms must be in clear and understandable language (Art. 5(3)-(4)).
Practical points
- Show the terms before acceptance and make the acceptance step active and recorded.
- Highlight the terms that work against the customer (liability caps, automatic renewal, termination, jurisdiction) rather than relying on a general reference.
- Replace “we may change these terms at any time” with notice and a right to terminate.
- Write in plain language: ambiguity is resolved against you.
Do the general terms rules apply between businesses?
Yes. TBK Articles 20 to 25 are not limited to consumers; they protect any party to whom pre-drafted terms are presented. Consumer contracts are additionally subject to the unfair terms rule in Law No. 6502.
Does a clause saying “each term was negotiated” avoid the rules?
No. Under TBK Article 20, such a recital does not on its own stop a clause from being a general term, and under Law No. 6502 the drafter must prove that a standard term was individually negotiated.
Related: EULA, SaaS. Further reading: SaaS terms of service under Turkish law, virtual items and the EULA.
Sources. Turkish Code of Obligations No. 6098 and Law No. 6502 on Consumer Protection. Statute links open the official consolidated Turkish texts on mevzuat.gov.tr.