Technology and Software Arbitration in Turkey: Licensing, SaaS and IT Project Disputes

Technology and software arbitration in Turkey has become increasingly important for software developers, SaaS providers, cloud-service companies, technology purchasers, financial institutions, e-commerce businesses, telecommunications companies, start-ups and multinational corporate groups.

Technology contracts are rarely limited to the delivery of one standard software product. A modern digital transformation project may involve software development, licensing, implementation, cloud hosting, system integration, data migration, cybersecurity, technical support, maintenance and third-party infrastructure.

When the project fails or the commercial relationship deteriorates, the dispute may involve several interconnected questions:

• Who owns the source code?
• Did the customer receive a licence or ownership of the software?
• Was the software delivered according to the technical specifications?
• Did the customer validly accept the system?
• Were project delays caused by the developer or the customer?
• Did the SaaS provider satisfy its uptime commitment?
• Was customer data processed or transferred lawfully?
• Did a cybersecurity incident result from inadequate security measures?
• May the supplier suspend access because of unpaid fees?
• Is the customer entitled to obtain its data and migrate to a replacement provider?
• Can the supplier continue using customer-funded software for other clients?
• Does the software contain unauthorised third-party or open-source components?

These disputes can be technically complex and commercially urgent. The customer may depend on the disputed software for its daily business, while the provider may rely on recurring licence or subscription fees.

Arbitration can offer an effective forum because the parties may appoint arbitrators with experience in software licensing, cloud computing, intellectual property, technology procurement and data protection. They may also use independent software engineers, cybersecurity specialists, forensic experts and damages experts.

Where a technology dispute contains a foreign element and Turkey is the arbitral seat, International Arbitration Law No. 4686 generally provides the procedural framework. The law recognises written arbitration agreements, permits the parties to select institutional rules and preserves access to courts for interim protection.

This article explains the principal legal and procedural issues arising in software licensing, SaaS and IT project arbitration under Turkish law.

Why Technology Disputes Are Suitable for Arbitration

Technology disputes often require decision-makers to understand both contractual language and technical evidence.

A tribunal may need to examine:

• Software architecture;
• Source code;
• Application programming interfaces;
• Database structures;
• Cloud logs;
• System-performance reports;
• Penetration-test findings;
• Project-management records;
• Agile development backlogs;
• Ticketing systems;
• User-acceptance testing;
• Data-migration reports.

Arbitration allows the parties to select arbitrators who understand complex technology contracts. A tribunal may appoint or hear experts in software engineering, cybersecurity, accounting or digital forensics.

Confidentiality is another important consideration. Technology proceedings may involve source code, trade secrets, business processes, customer databases and security vulnerabilities.

ISTAC provides institutional arbitration services for domestic and foreign parties and permits the parties to select the seat, language, number of arbitrators and applicable law. Its model clause may be adapted to the particular transaction.

Online hearings may also be especially practical for technology disputes involving parties, witnesses and experts in different countries. ISTAC’s online-hearing framework permits hearings by video conference or teleconference and allows the tribunal to determine confidentiality and technical-security arrangements after consulting the parties.

Are Software and Technology Disputes Arbitrable in Turkey?

Most contractual software disputes are capable of arbitration.

These include disputes concerning:

• Licence fees;
• Subscription payments;
• Software ownership;
• Scope of permitted use;
• Development delays;
• Defective performance;
• Service levels;
• Data migration;
• Maintenance;
• Support obligations;
• Confidentiality;
• Contractual indemnities;
• Termination;
• Damages.

These claims generally concern economic rights over which commercial parties may dispose.

Greater caution is required where the requested remedy would directly affect:

• Administrative sanctions;
• Public registers;
• Criminal liability;
• Regulatory decisions;
• Rights of persons that did not consent to arbitration;
• Intellectual property rights with effects against the public generally.

A tribunal may decide whether one contracting party owns or may use software as against another contracting party. It may order damages or compliance with a licence agreement.

However, a tribunal should not be assumed to possess every public authority necessary to cancel a registration, impose an administrative penalty or bind third-party users that never consented to arbitration.

Principal Turkish Laws Affecting Software Disputes

Technology contracts may be governed by several areas of Turkish law, including:

• Turkish Code of Obligations No. 6098;
• Law No. 5846 on Intellectual and Artistic Works;
• Personal Data Protection Law No. 6698;
• International Arbitration Law No. 4686;
• Turkish Commercial Code No. 6102;
• Consumer Protection Law No. 6502;
• Electronic commerce and electronic communications legislation;
• Applicable cybersecurity and sectoral regulation.

There is no single general Turkish “software contracts code.”

The legal classification of a technology agreement depends on its actual obligations.

A custom software-development agreement may contain elements of a contract for work because the supplier undertakes to create and deliver a defined result. Article 470 of the Turkish Code of Obligations defines a contract for work through the contractor’s obligation to create a work in return for payment.

A SaaS agreement may contain a combination of:

• Licence rights;
• Continuing services;
• Hosting;
• Maintenance;
• Support;
• Data processing;
• Storage;
• Consultancy.

The tribunal should therefore interpret the entire commercial structure rather than classify every technology agreement automatically as a sale, lease or service contract.

Software Copyright under Turkish Law

Computer programs may receive copyright protection under Law No. 5846.

The Ministry of Culture and Tourism explains that the person or persons who write the source code are ordinarily regarded as the authors of the computer program or database. The ideas and principles underlying the program are not themselves protected merely as ideas.

This creates an important distinction between:

• Authorship;
• Ownership of economic rights;
• Contractual licence rights;
• Possession of the source code;
• Ownership of physical or digital copies.

A customer that paid for development does not necessarily become the author of the source code.

The development agreement must specify which economic rights are transferred or licensed.

The Ministry of Culture and Tourism states that agreements concerning economic copyright rights must be made in writing and must identify the transferred rights separately.

A clause stating only that “all rights belong to the customer” may generate uncertainty if it does not identify:

• Reproduction rights;
• Adaptation rights;
• Distribution rights;
• Communication to the public;
• Territory;
• Duration;
• Exclusivity;
• Right to sublicense;
• Right to modify;
• Right to create derivative versions.

The agreement should also regulate whether the customer receives:

• Full economic rights;
• An exclusive licence;
• A non-exclusive licence;
• A perpetual licence;
• A limited-term licence;
• A licence restricted to internal business use.

Authorship, Employees and Independent Developers

Authorship and the right to exploit software may belong to different persons.

The Ministry’s official guidance explains that individual source-code writers are generally the authors. It also recognises that a legal entity may exercise rights in software created by employees hired to perform that work within their employment duties, while commissioned development outside that structure remains dependent on the contractual allocation of economic rights.

A software purchaser should therefore examine the entire development chain.

Relevant questions include:

• Were the developers employees or independent contractors?
• Did every external developer sign a rights-transfer agreement?
• Did the developer use code belonging to a previous employer?
• Were subcontractors authorised?
• Did the supplier obtain sufficient rights from third-party contributors?
• Were employee inventions or open-source components involved?

A supplier should not promise the customer broader rights than the supplier itself possesses.

A customer should request contractual warranties confirming that the supplier has obtained the rights necessary to grant the promised licence or transfer.

Optional Registration Does Not Create Copyright

Parties sometimes assume that software rights exist only after registration.

The Ministry of Culture and Tourism describes optional registration as a declaratory evidentiary procedure. It may help identify who created the work, but it is not a constitutive procedure that creates copyright or prevents rights from arising when no registration is made.

In arbitration, registration documents may be relevant evidence, but they are not necessarily conclusive.

The tribunal may also examine:

• Version-control records;
• Source-code commits;
• Employment records;
• Development contracts;
• Technical documents;
• Email correspondence;
• Repository metadata;
• Witness evidence.

Common Software Licence Disputes

Software licence disputes often concern the scope of use rather than the existence of the licence.

The parties may disagree about:

• Number of users;
• Number of devices;
• Number of processors or servers;
• Geographic territory;
• Permitted affiliates;
• Virtual-machine usage;
• Cloud deployment;
• Backup copies;
• Test environments;
• Disaster-recovery systems;
• Subcontractor access;
• Assignment after a corporate transaction.

A clause drafted for traditional on-premise software may not work properly in cloud or virtualised environments.

For example, a licence calculated by “installed server” may become difficult to apply where the software automatically scales across cloud instances.

The agreement should define:

• The unit used to calculate the licence;
• How usage will be measured;
• The supplier’s audit rights;
• Notice before an audit;
• Confidentiality;
• Treatment of minor overuse;
• Additional licence fees;
• Whether use by affiliates is permitted.

Licence Audits

A supplier may suspect that the customer has exceeded the authorised use.

The supplier may request access to:

• System inventories;
• User lists;
• Server records;
• Deployment logs;
• Virtual-machine records;
• Cloud consumption data.

The customer may object that the proposed audit is disproportionate or exposes confidential information.

The licence should regulate:

• Frequency of audits;
• Independent auditor use;
• Advance notice;
• Business-hours access;
• Scope of records;
• Confidentiality;
• Cost allocation;
• Remediation periods.

A tribunal may need to determine not only whether overuse occurred, but also the correct measure of damages.

The supplier should not automatically recover the highest list price if the parties would realistically have negotiated a discounted licence.

Open-Source Software Disputes

Modern software frequently contains open-source components.

Open-source software is not software without legal conditions. Its use is governed by the applicable licence.

Depending on the licence, obligations may include:

• Attribution;
• Delivery of licence notices;
• Disclosure of modified source code;
• Distribution under the same licence;
• Provision of corresponding source code;
• Preservation of copyright notices.

A technology contract should require the supplier to identify:

• Open-source components;
• Applicable licences;
• Modifications;
• Distribution obligations;
• Security vulnerabilities;
• Compatibility with the customer’s intended use.

A dispute may arise where the supplier represented that the software was proprietary but incorporated components subject to obligations incompatible with the customer’s business model.

Expert analysis may be necessary to determine which components were used and how they interact with the proprietary code.

SaaS Agreements and Cloud-Service Disputes

Software-as-a-service agreements differ from traditional software licences.

The customer generally accesses software hosted and controlled by the provider rather than receiving a copy for permanent local installation.

The commercial relationship commonly includes:

• Remote access;
• Hosting;
• Maintenance;
• Updates;
• Support;
• Data storage;
• Cybersecurity;
• Backup;
• Business continuity.

Because the customer depends continuously on the provider, suspension or termination can have immediate operational consequences.

A SaaS agreement should address:

• Availability;
• Service levels;
• Maintenance windows;
• Support response;
• Data ownership;
• Backup;
• Disaster recovery;
• Security;
• Subprocessors;
• Data location;
• Exit assistance;
• Data deletion.

Service-Level Agreements

A service-level agreement, or SLA, defines measurable performance standards.

Typical metrics include:

• Monthly uptime;
• Support response time;
• Incident-resolution time;
• Data-recovery point;
• Recovery time;
• Transaction speed;
• Error rate;
• Backup frequency.

The agreement should define how each metric is calculated.

An uptime commitment of 99.9% is incomplete unless the contract also states:

• Measurement period;
• Monitoring source;
• Scheduled-maintenance exclusions;
• Emergency-maintenance treatment;
• Customer-caused interruptions;
• Third-party internet failures;
• Force-majeure exclusions;
• Reporting procedure.

The parties may also agree on service credits.

A central issue is whether service credits are:

• The customer’s exclusive remedy;
• A minimum remedy;
• A price adjustment;
• A contractual penalty;
• Separate from damages.

A provider should not assume that service credits automatically exclude every damages claim unless the agreement states this clearly and the limitation is legally effective.

SaaS Suspension Rights

Providers commonly reserve the right to suspend service where:

• Fees remain unpaid;
• Use creates a security risk;
• The customer violates acceptable-use rules;
• The law requires suspension;
• The customer exceeds usage limits.

Suspension may cause substantial customer loss.

The clause should therefore regulate:

• Required notice;
• Cure period;
• Emergency exceptions;
• Scope of suspension;
• Continued access to data;
• Restoration;
• Charges during suspension.

A complete termination of access may be disproportionate where only a small portion of the invoice is disputed.

The tribunal may need to examine good faith, proportionality and whether the provider used suspension as commercial pressure unrelated to actual security or payment risk.

Customer Data and Data Portability

A customer should not confuse ownership of software with ownership and control of data.

The SaaS agreement should distinguish:

• Customer content;
• Personal data;
• Usage data;
• Anonymised analytics;
• System logs;
• Provider-generated statistics;
• Machine-learning outputs.

The agreement should state:

• Who may use each category;
• For what purpose;
• For how long;
• Whether data may be aggregated;
• Whether data may be used to train artificial-intelligence systems;
• What happens after termination.

Exit provisions should regulate:

• Export format;
• Export deadline;
• API access;
• Additional fees;
• Migration assistance;
• Data-retention period;
• Secure deletion;
• Backup deletion.

A provider may promise data return but supply the information in a proprietary format unusable by the replacement system. The contract should therefore require a commonly usable or specifically agreed format.

Personal Data Protection in SaaS Transactions

SaaS and cloud projects frequently involve processing personal data under Law No. 6698.

The parties should determine which party acts as:

• Data controller;
• Data processor;
• Independent controller;
• Jointly participating controller for a particular activity.

The title used in the contract is not necessarily conclusive. Actual decision-making power over the purposes and means of processing is important.

The Personal Data Protection Authority states that controllers must take necessary technical and administrative measures to provide an appropriate level of security. Where processing is carried out by a processor on behalf of the controller, processors also carry data-security responsibilities, and the controller remains responsible for ensuring appropriate safeguards.

The SaaS agreement should therefore address:

• Processing instructions;
• Security standards;
• Access controls;
• Encryption;
• Logging;
• Subprocessors;
• Audits;
• Retention;
• Deletion;
• Data-subject requests;
• Breach notification;
• Regulatory cooperation.

Cross-Border Data Transfers

Cloud services may store or access Turkish personal data outside Turkey.

Turkey’s cross-border data-transfer regime was materially revised in 2024. The current framework includes mechanisms such as adequacy decisions, appropriate safeguards, standard contracts and binding corporate rules, depending on the circumstances.

The Personal Data Protection Authority has published different standard contracts for transfers between controllers and processors.

Where a standard contract is used as the relevant safeguard, it must be notified to the Authority within five business days after signature. The Authority has also stated that the official standard text should not be altered except for the permitted optional provisions.

A technology contract should not simply state that data “may be stored globally.”

It should identify:

• Hosting countries;
• Support-access countries;
• Subprocessors;
• Transfer mechanism;
• Responsibility for notifications;
• Changes to hosting locations;
• Objection rights;
• Exit rights where compliance becomes impossible.

Cybersecurity Incidents and Data Breaches

Technology disputes increasingly involve unauthorised access, ransomware, data loss or service interruption.

The parties may dispute whether the incident resulted from:

• Inadequate access controls;
• Weak passwords;
• Failure to patch;
• Misconfigured cloud storage;
• Customer misuse;
• Compromised credentials;
• Subprocessor failure;
• Social engineering;
• Insufficient backup.

The provider should be required to notify the customer within a contractually defined period. This period is often shorter than the external regulatory deadline because the customer may need time to investigate and notify authorities.

The Turkish Personal Data Protection Board interprets the requirement to notify the Authority “as soon as possible” as requiring notification without delay and no later than 72 hours after the controller learns of the breach. Delays must be explained.

The contract should determine:

• What constitutes a reportable incident;
• Who leads the investigation;
• Whether forensic experts may be appointed;
• Preservation of evidence;
• Regulatory notifications;
• Communications with affected persons;
• Public statements;
• Cost allocation;
• Remediation.

Custom Software Development Disputes

Custom development projects frequently fail because the parties begin work without a sufficiently detailed definition of the expected result.

A development agreement should include:

• Functional requirements;
• Technical architecture;
• Interfaces;
• Performance criteria;
• Security requirements;
• Documentation;
• Testing;
• Acceptance;
• Project milestones;
• Change control;
• Intellectual property;
• Support;
• Source-code delivery.

A general promise to deliver a “fully functioning system” may not provide an objective standard for acceptance.

Waterfall and Agile Development

Traditional waterfall projects define requirements early and deliver the complete system through sequential stages.

Agile development uses shorter development cycles, product backlogs, user stories and repeated releases.

The contract should reflect the selected methodology.

An agile project should regulate:

• Product-owner authority;
• Definition of “done”;
• Sprint acceptance;
• Backlog priority;
• Velocity assumptions;
• Budget caps;
• Change consequences;
• Release approval.

The customer should not treat every backlog change as included automatically in the original fixed price.

The supplier should not use the agile methodology to avoid any commitment concerning completion, budget or quality.

Scope Creep and Change Requests

Scope creep occurs where project requirements expand without corresponding adjustments to price and time.

Disputes often arise because:

• Changes were communicated informally;
• Meetings were not documented;
• Business users gave instructions without authority;
• The supplier continued work without signed approval;
• The customer considered the request part of the original scope;
• The supplier reclassified defects as paid changes.

A workable change-control procedure should require:

1. Written change request;
2. Technical impact analysis;
3. Price impact;
4. Delivery impact;
5. Approval by authorised representatives;
6. Updated project plan.

The agreement should also explain what happens where urgent work begins before formal approval.

Project Delay

Determining responsibility for delay can be difficult.

Possible causes include:

• Late customer decisions;
• Incomplete requirements;
• Supplier understaffing;
• Dependency on another contractor;
• Delayed infrastructure;
• Regulatory changes;
• Customer-data problems;
• Repeated changes;
• Defective releases;
• Unavailable key personnel.

The project schedule should identify:

• Customer dependencies;
• Supplier dependencies;
• Critical milestones;
• Required approvals;
• Response periods;
• Delay-notification requirements;
• Extension-of-time rights.

A claimant seeking delay damages should establish causation rather than merely compare the planned and actual completion dates.

Acceptance Testing

Acceptance determines whether the customer must approve the system and pay a milestone or final invoice.

The contract should define:

• Test scripts;
• Test environment;
• Test data;
• Acceptance criteria;
• Severity levels;
• Retesting;
• Deemed acceptance;
• Partial acceptance;
• Production use.

The provider may argue that the customer used the system in production and therefore accepted it.

The customer may respond that production use was necessary because the old system had already been discontinued or because the provider promised to remedy outstanding defects.

The contract should distinguish between:

• Trial use;
• Emergency use;
• Productive use;
• Formal acceptance.

Defects, Bugs and Enhancement Requests

Every software system may contain minor errors.

The legal issue is whether the identified problem constitutes:

• A defect;
• A breach of specification;
• A support issue;
• A new enhancement;
• Customer misuse;
• Third-party incompatibility.

The agreement should classify defects by severity.

For example:

• Critical: system unavailable or essential function impossible;
• High: major function materially impaired;
• Medium: limited function affected with workaround;
• Low: minor issue or cosmetic error.

Response and resolution periods should correspond to severity.

A supplier should not classify every problem as an enhancement. A customer should not demand new functionality by describing it as defect correction.

Source-Code Delivery and Escrow

Source code is often one of the most commercially sensitive project assets.

The agreement should state whether source code will be:

• Delivered at each milestone;
• Delivered only after full payment;
• Deposited in escrow;
• Retained by the supplier;
• Licensed for internal maintenance;
• Transferred permanently.

A source-code escrow arrangement may protect the customer where the supplier:

• Becomes insolvent;
• Ceases support;
• Permanently discontinues the product;
• Materially breaches maintenance obligations;
• Fails to respond within a defined period.

The escrow arrangement should identify:

• Deposited materials;
• Update frequency;
• Verification;
• Release events;
• Customer rights after release;
• Confidentiality;
• Third-party dependencies.

Receiving source code does not necessarily give the customer the economic copyright rights required to modify or commercialise it. The licence or transfer provisions must address those rights separately.

IT System Integration Disputes

Large IT projects often involve several suppliers.

One company may provide:

• Core software;
• Cloud hosting;
• Hardware;
• Cybersecurity;
• Data migration;
• Consultancy;
• Integration.

When the project fails, each supplier may blame another.

The customer may face:

• Different governing laws;
• Different arbitration clauses;
• Different liability caps;
• Different acceptance tests;
• Different project schedules.

The transaction should identify a lead integrator or establish clear interface responsibilities.

Related contracts should contain compatible dispute-resolution clauses if the parties expect one tribunal to determine the entire failure.

Liability Limitations

Technology suppliers commonly limit liability through:

• Aggregate caps;
• Annual fee caps;
• Exclusion of indirect loss;
• Exclusion of lost profit;
• Separate data-breach caps;
• Separate intellectual-property indemnities;
• Service-credit exclusivity;
• Time limits for claims.

The agreement should specify whether the cap applies:

• Per event;
• Per contract year;
• To all claims collectively;
• Separately to each service order;
• Before or after service credits;
• To indemnity claims;
• To confidentiality breaches;
• To data incidents.

Turkish contract law permits parties to structure contractual risk within mandatory legal limits. Clauses excluding liability for intentional conduct, gross fault or other non-excludable responsibilities require careful review under the Turkish Code of Obligations.

Calculation of Damages

Technology damages may include:

• Refund of licence fees;
• Cost of replacement software;
• Cost of completing development;
• Remediation expenses;
• Data-restoration costs;
• Migration expenses;
• Additional employee costs;
• Lost profit;
• Business-interruption losses;
• Regulatory response expenses;
• Third-party claims.

A claimant must prove:

• Breach;
• Causation;
• Amount;
• Foreseeability where applicable;
• Compliance with liability limitations;
• Mitigation.

The cost of completely replacing a system may be disproportionate where only limited repair is necessary.

Conversely, repeated temporary fixes may not provide an adequate remedy where the software architecture is fundamentally defective.

Evidence in Technology Arbitration

Technology disputes depend heavily on digital evidence.

Relevant material may include:

• Source-code repositories;
• Version histories;
• Project plans;
• Ticketing records;
• Meeting minutes;
• Emails;
• Chat records;
• Test results;
• System logs;
• Cloud dashboards;
• Access logs;
• Security reports;
• User complaints;
• Invoices;
• Data-transfer records.

The parties should preserve evidence as soon as a dispute becomes foreseeable.

Repository access should be protected to prevent deletion or alteration.

The tribunal may establish a protocol governing:

• Forensic images;
• Hash values;
• Repository access;
• Confidentiality;
• Redaction;
• Expert-only review;
• Handling of production credentials;
• Trade secrets.

Technical Experts

Expert evidence may be required concerning:

• Whether software met specifications;
• Whether code was copied;
• Cause of system failure;
• Cybersecurity standards;
• Data loss;
• Project delay;
• Cost of completion;
• Commercial value of a licence.

The tribunal should define the expert questions carefully.

A software expert should not decide the legal meaning of “acceptance” or the scope of the licence. The expert explains technical facts and methodology. Contract interpretation remains for the tribunal.

Where source code is highly confidential, the tribunal may permit inspection only by independent experts and counsel under strict access restrictions.

Interim Measures

Urgent protection may be necessary where one party threatens to:

• Disable the software;
• Delete customer data;
• Transfer source code;
• Disclose trade secrets;
• Revoke access credentials;
• Destroy project records;
• Use disputed software for another customer.

International Arbitration Law No. 4686 permits parties to seek interim protection from competent courts without waiving arbitration. A tribunal may also grant interim measures within the limits of its contractual authority, but measures requiring state coercion or binding third parties may require court assistance.

ISTAC also provides an emergency-arbitrator mechanism before transmission of the file to the ordinary tribunal. ISTAC states that the emergency arbitrator is appointed within two working days and ordinarily decides within seven days.

A court order may be necessary where relief must bind:

• A hosting provider;
• A domain registrar;
• A third-party cloud provider;
• A bank;
• A public authority;
• A non-signatory subcontractor.

Drafting an Arbitration Clause for Technology Agreements

A technology arbitration clause should address more than the name of the institution.

It should identify:

• Seat;
• Language;
• Number of arbitrators;
• Governing law;
• Law governing the arbitration agreement;
• Confidentiality;
• Emergency relief;
• Source-code protection;
• Expert access;
• Related contracts;
• Consolidation;
• Data-security measures.

The clause should cover disputes arising from:

• Licensing;
• Development;
• Hosting;
• Support;
• Maintenance;
• Service levels;
• Data processing;
• Cybersecurity;
• Intellectual property;
• Termination;
• Exit services.

Sample Technology Arbitration Clause

“Any dispute, controversy or claim arising out of or relating to this Agreement, including its formation, existence, validity, interpretation, performance, breach, termination or enforcement, shall be finally resolved by arbitration administered by the Istanbul Arbitration Centre in accordance with the ISTAC Arbitration Rules.

The seat of arbitration shall be Istanbul, Türkiye. The tribunal shall consist of three arbitrators. The language of arbitration shall be English. This Agreement and the arbitration agreement contained in this clause shall be governed by Turkish law.

The tribunal shall have jurisdiction over disputes concerning software ownership, intellectual-property rights between the parties, licence scope, software development, implementation, acceptance, defects, service levels, hosting, cybersecurity, personal-data obligations, source-code escrow, maintenance, support, termination, transition services and damages.

The tribunal may adopt confidentiality and cybersecurity measures, restrict access to source code and technical materials and permit inspection by independent experts under appropriate confidentiality obligations.

Nothing in this clause prevents a party from seeking emergency relief from an emergency arbitrator or interim protection from a competent court. Such application shall not constitute a waiver of arbitration.”

This clause should be coordinated with every statement of work, data-processing agreement, escrow agreement and support schedule.

Setting Aside and Enforcement

A Turkish-seated international award may be challenged only on the limited grounds stated in International Arbitration Law No. 4686.

Potential grounds include:

• Invalid arbitration agreement;
• Irregular tribunal constitution;
• Excess of jurisdiction;
• Serious procedural violation;
• Denial of equal treatment;
• Non-arbitrability;
• Conflict with public policy.

The setting-aside court should not conduct a complete technical rehearing merely because one party disputes the tribunal’s evaluation of source code, service levels or expert evidence.

Where the debtor’s assets are outside Turkey, a qualifying award may be recognised and enforced under the New York Convention in contracting jurisdictions. The Convention establishes a common framework for recognising arbitration agreements and enforcing foreign and non-domestic arbitral awards, subject to limited refusal grounds.

Practical Checklist for Technology Contracts

Before signing a technology agreement, the parties should confirm:

• Whether the arrangement is licensing, development, SaaS or a mixed contract;
• Who owns pre-existing software;
• Who owns newly developed code;
• Which economic rights are transferred;
• Whether the licence is exclusive;
• Whether source code will be delivered;
• Whether open-source components are permitted;
• What constitutes acceptance;
• How changes are approved;
• Which party bears dependency risk;
• What service levels apply;
• How service credits operate;
• What security standards apply;
• Whether personal data is processed;
• Where data will be hosted;
• Which subprocessors may be used;
• How breaches must be reported;
• What happens to data after termination;
• Whether exit assistance is included;
• Whether liability caps are clear;
• Whether related agreements contain compatible arbitration clauses;
• Whether urgent access or data-preservation relief may be required.

Frequently Asked Questions

Can software disputes be resolved through arbitration in Turkey?

Yes. Private contractual disputes concerning licensing, development, payment, ownership between the parties, service levels and termination are generally suitable for arbitration where a valid written arbitration agreement exists.

Is software protected by copyright in Turkey?

Computer programs may receive protection under Law No. 5846. The source-code writer or writers are generally regarded as the authors, while contractual and employment arrangements may determine who may exercise the economic rights.

Does paying for software development give the customer full ownership?

Not automatically. The contract should state which economic rights are transferred or licensed. Economic-rights transfers must be in writing and identify the relevant rights separately.

Must software be registered to receive copyright protection?

No. Optional registration is an evidentiary procedure and does not create copyright by itself.

Who owns software created by an independent developer?

The author and the holder of economic rights may be different persons. A written agreement should allocate the economic rights expressly.

Can ideas for software be protected by copyright?

Ideas and principles underlying computer programs are not protected merely as ideas. The concrete expression, including qualifying source code, may receive protection.

What is the difference between software ownership and a licence?

Ownership or control of economic rights may allow broader exploitation. A licence grants defined permission to use the software within contractual limits.

Can a SaaS provider suspend service for non-payment?

Potentially, where the agreement grants a suspension right and the contractual conditions are satisfied. Notice, cure periods, proportionality and continued data access should be addressed expressly.

Who owns data stored in a SaaS platform?

The agreement should distinguish customer data, personal data, usage data, logs and anonymised analytics. Software ownership does not automatically determine rights over customer data.

Can Turkish personal data be stored abroad?

Potentially, if the applicable conditions under Law No. 6698 are satisfied. The current framework includes transfer mechanisms such as standard contracts and binding corporate rules.

Must a Turkish standard transfer contract be notified?

Where a standard contract is used under the statutory mechanism, it must be notified to the Personal Data Protection Authority within five business days after signature.

How quickly must a personal-data breach be reported?

The Turkish Personal Data Protection Board interprets the notification period to the Authority as no later than 72 hours after the controller learns of the breach.

Can the tribunal inspect source code?

Yes. The tribunal may establish a confidentiality protocol and permit inspection by independent experts or restricted persons.

Can the tribunal stop a supplier from deleting data?

The tribunal may grant interim relief between consenting parties. Court assistance may be needed where the measure requires state coercion or binds a third party.

Can ISTAC administer software disputes?

Yes. ISTAC administers domestic and international commercial arbitration where the parties agree to use its Rules.

Can a foreign software award be enforced?

A qualifying award may be recognised and enforced under the New York Convention, subject to the procedural law and limited refusal grounds of the enforcement jurisdiction.

Conclusion

Technology and software arbitration in Turkey requires an integrated understanding of contract law, copyright, data protection, cybersecurity and arbitration procedure.

Software disputes are rarely limited to one unpaid invoice or one defective feature.

A tribunal may need to determine who created the source code, who owns the economic rights, which uses were licensed, whether the system satisfied technical specifications and whether the customer accepted the product.

SaaS disputes create additional issues because the customer depends on the provider continuously.

Service availability, data access, cybersecurity, subprocessors, international transfers and exit assistance should be defined before the service begins.

Custom development projects require precise specifications and project governance.

A well-drafted agreement should identify scope, milestones, dependencies, acceptance criteria, change procedures and ownership of each component. Agile terminology should not be used as a substitute for clear commercial obligations.

Copyright provisions deserve particular attention.

Payment for development does not automatically transfer every economic right. The rights to reproduce, adapt, distribute and communicate software should be identified expressly in a written agreement.

Source-code possession should also be distinguished from copyright ownership. A customer may receive source code without receiving the right to modify or commercialise it. Conversely, a customer may receive broad economic rights while depending on the supplier for technical access.

Personal-data responsibilities must be allocated separately.

The parties should identify controller and processor roles, security obligations, breach reporting, hosting countries, subprocessors and the transfer mechanism applicable to data stored or accessed outside Turkey.

Evidence preservation is critical once a dispute becomes foreseeable.

Source repositories, logs, ticketing systems, test results and cloud records may establish what was developed, when it was delivered and why the system failed.

Arbitration can provide specialist decision-makers, confidentiality and procedural flexibility. It can also protect sensitive source code through restricted-access protocols and expert-only review.

The arbitration clause should be coordinated with the complete transaction structure, including statements of work, service-level agreements, data-processing terms, source-code escrow and support schedules.

A well-designed technology arbitration does not merely resolve a past disagreement. It protects access to critical systems, preserves valuable intellectual property and allows the parties to obtain an enforceable determination without exposing their most sensitive technical information unnecessarily.

Legal Disclaimer: This article is provided for general informational purposes only and does not constitute legal advice. Technology disputes depend on the contractual structure, source-code history, copyright arrangements, data-processing activities, applicable sectoral regulation, arbitral seat and intended enforcement jurisdiction. Case-specific Turkish legal advice should be obtained before drafting, terminating or arbitrating a software, SaaS or IT project agreement.