Master services agreement (MSA) is a framework contract that fixes the general terms between a service provider and a client, while each piece of work is ordered under a separate statement of work (SOW) with scope, deliverables, timeline and price. Turkish law has no “MSA” type, so the structure is tested against the Code of Obligations contract types and its mandatory rules.
How Turkish law characterises an MSA
The Code of Obligations defines the service contract as dependent work for an employer (TCO Art. 393), the contract for work as producing a result for a price (Art. 470) and the agency contract as managing a business or transaction for the principal (Art. 502); agency rules also apply to work contracts not otherwise regulated (Art. 502(2)). A fixed scope software build is usually a contract for work, ongoing support resembles agency, and a SaaS subscription is a mixed contract. Each SOW should therefore say whether a result or an effort is owed.
Limitation of liability
An advance agreement that the debtor will not be liable for gross fault is void (TCO Art. 115(1)); where the service may only be carried out under a licence, even exclusion of liability for slight fault is void (Art. 115(3)). Liability for auxiliaries such as employees and subcontractors (Art. 116(1)) may be excluded in advance, except for licensed services (Art. 116(2)-(3)). Caps therefore hold for ordinary negligence only.
Standard terms, penalties and service levels
A provider’s MSA used for many clients contains general terms and conditions (TCO Art. 20). Terms contrary to the client’s interest bind only if the client was informed and could read them (Art. 21); unclear terms are read against the drafter (Art. 23); unilateral amendment rights are deemed unwritten (Art. 24); terms that worsen the client’s position contrary to good faith are prohibited (Art. 25). Service level credits are penalty clauses: the creditor may claim them without proving loss (Art. 180(1)); a judge reduces an excessive penalty of his or her own motion (Art. 182(3)), though a merchant debtor cannot ask for it (TCC Art. 22). An EULA under the MSA faces the same control.
Language, governing law and arbitration
Law No. 805 of 1926 requires Turkish companies to keep contracts, correspondence and books within Türkiye in Turkish (Art. 1) and foreign companies to use Turkish in dealings with Turkish institutions and nationals (Art. 2); documents drawn up in breach are not taken into account in favour of the company that drew them up (Art. 4). A Turkish company with foreign shareholders is covered, and case law on Art. 2 is mixed for foreign parties; the practical answer is a bilingual MSA. With a foreign element the parties may choose the governing law (Private International Law Code No. 5718, Art. 24) and agree to arbitration.
Intellectual property and personal data
Software is a literary work under Law No. 5846 on Intellectual and Artistic Works (Art. 2(1)); contracts over economic rights must be in writing and list each right separately (Art. 52); a generic “all IP is assigned” clause does not transfer Turkish copyright. Where the provider processes personal data for the client, both answer for security measures (Data Protection Law No. 6698, Art. 12(2)), and the processor may not use the data outside the processing purpose even after the engagement ends (Art. 12(4)); hence a data processing annex. Confidentiality usually sits in an earlier NDA.
Frequently asked questions
Can an MSA exclude the provider’s liability entirely under Turkish law?
No. Exclusions for gross fault are void (TCO Art. 115(1)) and, for licensed services, even slight fault cannot be excluded (Art. 115(3)). Caps for ordinary negligence are valid.
Does the MSA have to be in Turkish?
For Turkish companies Law No. 805 requires Turkish for contracts within Türkiye; a foreign language text does not count in favour of the company that drew it up (Art. 4). A bilingual contract is the usual solution.
Are service credits enforceable?
Yes, as penalty clauses: the client claims them without proving loss (TCO Art. 180). A court may reduce an excessive credit (Art. 182(3)), but a merchant provider cannot ask for it (TCC Art. 22).
Sources. Turkish Code of Obligations No. 6098, Arts. 20-25, 115-116, 179-182, 393, 470, 502; Turkish Commercial Code No. 6102, Art. 22; Law No. 805, Arts. 1, 2, 4; Private International Law Code No. 5718, Art. 24; Law on Intellectual and Artistic Works No. 5846, Arts. 2, 52; Personal Data Protection Law No. 6698, Art. 12.