Marketing Services Contract Clauses Under Turkish Law

A contract for digital marketing services needs written answers to five questions: what exactly is delivered, how and when it is accepted, what is paid and on which event, what happens if delivery is late or defective, and how either side can end the deal. Where the contract is silent, each party falls back on whatever it understood from the quote. Advertisers, publishers, small business owners and agency clients can use the Turkish statutory texts quoted here as a frame for those five questions. This is not legal advice.

Work contract or mandate: which one are you signing?

The Turkish Code of Obligations, Law No. 6098 (Opens in a new tab), defines the two contract types that digital services are compared with. Under article 470, a work contract is one in which the contractor undertakes to produce a work and the client undertakes to pay a price for it. Under article 502, a mandate is one in which the agent undertakes to carry out a task or transaction for the principal. The same article adds that the mandate provisions apply, to the extent their nature allows, to other service contracts that the Code does not regulate.

Which of the two a given digital marketing service falls under: the documentation has no statement. The title "services agreement" does not decide it. Practical suggestion: if the vendor hands over a concrete output such as a written article or a report, read the contract as a work contract; if the vendor manages a continuing activity, read it closer to a mandate, and in both cases name the thing delivered.

Scope: replacing "support" with a list

Scope is where a contract is won or lost, because a phrase such as "growth marketing support" lets each side read in its own meaning. Break the scope into line items: what is done, what is not done, by when, in which format and who signs off. List the deliverables in the same way: files, links, reports and published addresses.

An exclusion list protects both sides

A list of excluded work marks the edge of the fixed fee. When a new request arrives that is not on the list, the vendor may quote extra and you may say it was already included. A written list shortens that conversation for both sides.

Changing scope after signing

If the scope shifts, write the change as an addendum with the new work, the new date, the new price and the acceptance test. A change made only in an email thread invites an argument about which document governs. If the contract demands written amendments, satisfy that with a signed addendum or an email chain that both sides confirm.

Acceptance and the review window

Acceptance is the step that turns a delivery into a completed item, and the Code attaches legal weight to it. Article 474 requires the client, after delivery, to examine the work as soon as the ordinary course of business allows and to report any defects to the contractor within a suitable period. Either party may, at its own cost, have the work examined by an expert and the result set out in a report.

Article 477 states two rules. After the work is accepted, expressly or by conduct, the contractor is released from liability of any kind, except for defects the contractor deliberately concealed and that could not be noticed in a proper examination. And a client that neglects to examine the work and to give notice is deemed to have accepted it.

What an acceptance clause should fix

• The test: against which document the delivery is judged.
• The window: the number of working days the review takes, counted from which event.
• The channel: the address or system where notice of defects is sent.
• The outcomes: acceptance, conditional acceptance and rejection, with the consequence of each.
• Silence: what happens if nobody replies.

Instructions you give the vendor

Under article 476, if a defect results from an instruction the client gave despite the contractor's explicit warning, or is otherwise attributable to the client, the client cannot rely on its rights for that defect. Give instructions in writing and keep any objection the vendor raises. A spoken instruction is hard to prove later.

Fees, invoices and the eight day rule

A fee clause should state the amount and the event it hangs on. Tying instalments to deliveries gives the acceptance step real meaning, since the consequence of a rejected item is known from the start.

The Turkish Commercial Code, Law No. 6102 (Opens in a new tab), article 21, second paragraph, says that a person who receives an invoice is deemed to accept its content unless they object within eight days of receipt. Since the invoice follows the fee clause, name in the contract who will object to an invoice, by which channel and how fast.

Late delivery under a work contract

Article 473 gives the client a path out when the contractor is late. If the contractor does not start on time, or delays the work in breach of the contract, or if a delay for a reason not attributable to the client makes it clear on all estimates that the work will not finish on the agreed date, the client may withdraw from the contract without waiting for the delivery date. If it is clear during production that the work will be defective or contrary to the contract through the contractor's fault, the client may give notice and set a suitable period for the defect to be remedied, failing which the repair or continuation may be given to a third party at the contractor's expense and risk.

The article does not say how long a "suitable period" is for a content deliverable. The documentation has no statement on that, so the contract is the place to set it.

When the delivered work has a defect

Article 475 gives the client three choices where the contractor is liable for a defect. The client may withdraw from the contract if the work is so defective, or so contrary to the contract, that the client cannot use it or cannot in fairness be forced to accept it. The client may keep the work and ask for a reduction of the price in proportion to the defect. And, if it does not require excessive cost, the client may ask for the work to be repaired free of charge, all costs falling on the contractor. The right to claim damages under the general rules is reserved.

The documentation has no statement on whether a contract may narrow or widen these choices. Whatever your clause says about corrections, make it consistent with what you intend to rely on.

Penalty clauses

A penalty clause fixes in advance what is owed for non-performance or defective performance. Article 179 provides that where a penalty is agreed for a contract not being performed or not performed properly, the creditor may demand either performance of the debt or the penalty, unless the contract indicates otherwise. Where the penalty is agreed for performance not happening at the set time or place, the creditor may demand the penalty together with the principal debt, unless the creditor has expressly waived this right or accepted performance without reservation.

Penalty versus loss

Under article 180 the agreed penalty must be paid even if the creditor has suffered no loss. If the creditor's loss exceeds the penalty, the creditor cannot claim the excess unless it proves the debtor was at fault. Article 181 extends the penalty provisions to contracts providing that, on withdrawal, the part already performed stays with the creditor.

Amount, invalidity and reduction

Under article 182 the parties may fix the penalty freely. If the principal debt is invalid for any reason, or has become impossible for a reason for which the debtor cannot be held responsible, the penalty cannot be claimed, and the last sentence provides that the judge reduces a penalty found excessive on the judge's own motion. Article 22 of the Commercial Code adds that a debtor who is a merchant cannot ask a court to reduce an excessive fee or contractual penalty in the cases written in article 182, third paragraph, and articles 121, second paragraph, and 525 of the Code of Obligations.

Questions to answer when drafting a penalty

• Which breach triggers it: no performance, defective performance or lateness?
• Is it claimed together with the principal debt, or instead of it?
• Is it a fixed sum, a daily sum or a sum per item?
• Does it bind one side or both?
• How does it interact with a conditional acceptance?

The documentation has no statement on a recommended rate or sum for a marketing services penalty.

Ending the contract

Article 484 lets the client terminate a work contract before the work is complete, on condition that it pays for the part already done and compensates all the contractor's losses. Article 512 lets both the principal and the agent end a mandate unilaterally at any time, but the party that ends it at an inappropriate time must compensate the other for the resulting loss. Article 486 provides that a contract made with regard to the contractor's personal qualities ends automatically on the contractor's death or loss, without fault, of the ability to complete the work, and the client must then accept and pay for any completed part it can benefit from.

Subcontractors

Article 471 requires the contractor to perform the work personally or under the contractor's own management. The contractor may have someone else do it only if the contractor's personal qualities do not matter for the work. Unless custom or agreement provides otherwise, the contractor must also supply the tools and equipment needed. The same article asks the contractor to perform with loyalty and care and sets the standard of a prudent contractor in similar work. If you allow subcontracting, say so; if you do not, say that.

Standard of care in the contract text

Article 471 sets the standard of a prudent contractor in similar work, but it does not say what that means for a headline, a link placement or an ad set-up. Fill the gap with documents: a brief, a style guide, an approved sample, a list of sources that may and may not be used. A vendor judged against an approved sample knows the standard before starting, and you can point to the same sample if the delivery falls short.

Reports and records for continuing services

If the service continues month after month, write what each report contains, when it arrives and whether you may see the underlying data. A figure missing from the report may be treated as extra work when you ask for it later. Tie the date of the report to the acceptance step, so that payment follows a delivery you have actually seen.

Form, signature and attachments

Article 12 provides that the validity of contracts is not tied to any form unless the law provides otherwise, and that a form the law requires is in principle a condition of validity. Article 14 requires the signatures of those who take on obligations where written form is required. Which digital marketing contracts must be in writing: the documentation has no statement. Practical suggestion: sign the contract, every attachment and every amendment, even where no statute forces you to.

Attachments and their order of priority

A quote, a schedule, a brief and an acceptance list are attached to the contract as annexes. Say which prevails if they conflict, mention each by name and date in the main text, and number the amendments.

Authority of the signer

Write the signer's name in the first paragraph and ask for the document that shows authority to bind the vendor. Keep your own approval record too, if the amount exceeds the approval limit of the signer on your side.

Example scenario: a logistics startup buys content and link placements

Example scenario: a logistics startup that matches shippers with regional carriers hires an agency for articles and sponsored link placements. The operations lead, who also handles marketing, receives a draft and tests it against five events.

What the table exposed

The lead found two empty cells: the fate of the instalment on partial delivery and whether a correction round costs extra. She added both to the contract. She also asked that link placements be listed one by one in an attachment, so that acceptance could be recorded line by line.

One breach, three clauses

Suppose the agency misses the date and also fails the acceptance test. Does the penalty for lateness keep running while the agency corrects the work, or does the correction period stop it? Articles 179 and 180 do not answer that, because the answer lies in the contract wording. Write either "the correction period does not count as delay" or "lateness continues to accrue during correction". The documentation has no statement on which choice is right.

Why a dry run helps

Before signing, take one real month of the planned work and walk it through the contract: the order, the brief, the first delivery, the review, the invoice and the payment. Every place where you must guess what the clause means is a place to rewrite. A startup with a small team can do this in an afternoon, and it costs far less than a dispute over an unclear sentence in the middle of a campaign.

Keeping the signed set together

Store the signed contract, each attachment, each addendum and the key notices in one folder with dates in the file names. When a question about scope, acceptance or delay comes up, the answer should be one folder away. Give the vendor a copy of the same set so that both sides work from identical documents.

Clauses to read separately

Besides scope, fee, delay and termination, the following clauses can each cause a dispute on their own.

• Confidentiality and data: what is shared, how it is protected and how it is deleted at the end.
• Rights in the content: who owns what is produced.
• Authority: whether the signer can bind the vendor.
• Governing law and disputes: the competent court or another route.
• Notices: where written notices go and when they count as received.
• Events beyond the parties' control: what follows from them.

For personal data clauses and for these other clauses, the documentation has no statement. Practical suggestion: review each of them against your own needs before accepting the vendor's draft as it stands.

Checklist before you sign

1. Is the scope broken into items, with an exclusion list?
2. Does each item have a date and a format?
3. Is the fee tied to delivery and acceptance events?
4. Are the test, window, channel and outcomes of acceptance written?
5. If there is a penalty, which breach triggers it and who is bound?
6. Can both sides end the contract, and how?
7. Are subcontracting and data access addressed?
8. Is there a clause on rights in the content?
9. Does the signer have authority?
10. Are the attachments tied to the contract by name and date?

Mistakes when drafting

Copying a template word for word

A template does not know your items, dates or acceptance tests. Use it as a skeleton and fill every line with your own work.

Binding only one side to the penalty

A penalty that applies only to one party leaves the other's breach without a price. Say which party is bound for which breach.

Leaving acceptance silent

With no test, an argument about whether the work was done follows. Put the test in the contract.

Giving only the vendor a right to end

A clause that lets only the vendor leave can strand you in the middle of a project. Write the exit for both sides.

Leaving the attachments loose

A quote and a schedule that are not tied to the contract leave open which of them applies. Name each one in the text.

Frequently Asked Questions

Which clauses should a digital services contract contain?

Parties, scope and deliverables, fee and payment events, acceptance test, late delivery and penalty, termination, subcontractor permission and a clause on rights in the content.

Is a services contract a work contract or a mandate?

Article 470 of the Turkish Code of Obligations defines a work contract and article 502 a mandate. The documentation has no statement on which one a given digital service is. This is not legal advice.

When can a contractual penalty be claimed?

Under article 179, a penalty agreed for non-performance or defective performance lets the creditor demand either performance or the penalty, unless the contract indicates otherwise.

Can a judge reduce a penalty?

Under article 182 the judge reduces a penalty found excessive on the judge's own motion. Article 22 of the Commercial Code sets out an exception for a debtor who is a merchant.

What if the delivered work has a defect?

Under article 474 the client examines the work promptly and reports defects within a suitable period, and article 475 lists withdrawal, price reduction and free repair as choices.

May either side end the contract early?

Article 484 covers termination of a work contract before completion and article 512 covers unilateral termination of a mandate, each with its consequences.

Conclusion

A digital services contract earns its keep by answering a handful of questions on paper: what is delivered, how it is accepted, when money moves, what lateness costs and how the deal ends. The statutory articles quoted here frame those questions, and the contract wording supplies the detail. This is not legal advice.

Before you sign, run your draft through the five-event table from the scenario and fill every empty cell. Where one agency or vendor repeatedly leaves the same cells blank, that pattern is worth noting in your comparison of offers.

For related reading, see how publishing terms are written into ad space contracts, how to read the backlink line item in an agency proposal and what happens when a guest post is not delivered. If links are part of the package, compare the options on backlink packages.