Drafting Consultancy Agreements in Turkey

Consultancy Agreement Drafting - Turkish Law Firm

Consultancy agreements are among the most commonly used legal instruments in Turkey for structuring independent business relationships outside traditional employment frameworks. Whether you are hiring a marketing strategist, IT professional, corporate advisor, or international expert, a well-drafted consultancy agreement defines not only the scope of services, but also the rights, obligations, and liability limits of both parties. In a legal environment where verbal promises are often disputed and informal arrangements create compliance risks, having a clearly structured consultancy contract is essential for both Turkish and foreign businesses operating in Turkey.

At ER&GUN&ER Law Firm, our English speaking Turkish lawyers provide end-to-end legal support for drafting, negotiating, and enforcing consultancy agreements in Turkey. As a best lawyer firm in Turkey for contract law and B2B advisory, we assist clients in minimizing legal exposure, protecting intellectual property, and ensuring enforceability of service contracts before Turkish commercial courts. Whether you're the consultant or the hiring company, understanding the Turkish legal landscape behind these agreements can prevent costly disputes and strengthen your commercial security.

Legal Classification of Consultancy Contracts in Turkey

Consultancy contracts in Turkey are generally classified as service agreements (hizmet sözleşmesi) or contracts for work (eser sözleşmesi) depending on the nature of the output and whether a tangible result is expected. Unlike employment contracts, consultancy agreements do not establish a hierarchical relationship, social security obligations, or fixed working hours. This makes them attractive for flexible arrangements but also vulnerable to misclassification risks—especially if the consultant works exclusively for one client or follows company protocols similar to an employee.

Our Turkish Law Firm structures B2B service agreements with precise role definitions, deliverable terms, and payment schedules that clearly distinguish independent contractors from employees. We also include protective clauses regarding confidentiality, intellectual property, non-competition, and jurisdiction. For companies hiring foreign consultants, we review the immigration and tax implications of the contract to ensure it does not inadvertently trigger employment law liabilities or permanent establishment risk.

Payment Terms, Deliverables, and Enforcement

One of the most litigated areas of consultancy agreements in Turkey is the payment clause. Without clear definitions of deliverables, milestone obligations, and invoicing procedures, many service providers face delays or refusals in compensation. Turkish courts require precision in service scope and proof of completion in order to enforce consultancy invoices. Open-ended statements like “marketing advice” or “general legal support” may not survive litigation unless backed by signed time logs, email confirmation, or signed deliverable checklists.

Our English speaking Turkish lawyers help clients structure detailed consultancy agreements with precise timelines, payment triggers, late penalty clauses, and partial invoicing rights. We also assist in drafting clauses for project termination, prorated payments in case of early withdrawal, and tax compliance. As a leading Turkish Law Firm in contract enforcement, we know how to draft agreements that not only work on paper—but hold up in Turkish courtrooms.

Limitation of Liability and Indemnity Clauses

Unlike employment contracts, consultancy agreements can include broader limitations of liability—provided they do not violate public order. Parties often agree to caps on damages, exclusions for indirect loss, or carve-outs for force majeure. However, under Turkish contract law, such clauses must be specific and clearly communicated in writing to be enforceable. Vague disclaimers or blanket waivers are likely to be rejected, especially if they place the weaker party at a disadvantage.

We draft balanced clauses that protect both the consultant and the hiring company. These include indemnity for third-party claims, exclusion of consequential damages, and limitation of liability up to the contract value or insured amount. We also address liability in case of data breaches, IP infringement, or regulatory violations—issues particularly important in cross-border service contracts or consultancy in regulated industries like healthcare, finance, or energy.

Termination and Dispute Resolution Clauses

A robust consultancy agreement should also contain well-structured termination clauses. Turkish courts recognize mutual termination rights, fixed-term expiration, and just cause termination, but they scrutinize penalty clauses, especially those that are one-sided or excessive. Unlawful termination can lead to compensation claims, especially if the consultant has already incurred significant effort or reliance costs.

We include early termination fees, notice periods, and trigger events such as breach, bankruptcy, or regulatory non-compliance. For dispute resolution, we advise on whether to include Istanbul commercial courts, arbitration centers like ISTAC, or international arbitration rules for cross-border consultancy work. As a highly experienced Turkish Law Firm, we know how to tailor dispute clauses to the nature, jurisdiction, and enforceability needs of your agreement.

Internal Legal Resources for Consultancy Agreements

Frequently Asked Questions (FAQs)

  • Are consultancy contracts legally valid in Turkey? Yes. Turkish law recognizes service contracts between two independent parties, provided they meet consent and clarity requirements.
  • Do I need to register a consultancy agreement? No, but registration may be useful for notarial enforcement or international recognition purposes.
  • Can consultants work without a work permit? No. Foreign consultants must have a valid work permit unless they are invoicing from abroad under B2B status.
  • Can I invoice in foreign currency? Yes, in cross-border agreements. However, proper wording is needed to comply with Turkish Central Bank regulations.
  • What taxes apply to consultancy income? VAT, income tax, and possibly withholding tax if paid to a foreign consultant without double taxation treaty protection.
  • Can I limit liability in a consultancy agreement? Yes, but limits must be specific, balanced, and legally reasonable under Turkish law.
  • What if my client refuses to pay? You can sue in Turkish commercial courts with the signed contract, invoice, and delivery records.
  • Can contracts be electronic? Yes. Turkish e-signature law recognizes qualified e-signatures. For international deals, we ensure digital validity.
  • Can I terminate a consultancy contract early? Yes, under agreed conditions. Compensation or early termination fees may apply.
  • How can a Turkish Law Firm help? We draft, localize, enforce, and defend consultancy agreements—minimizing risk and maximizing clarity for all parties.

Draft Strong Consultancy Contracts with Legal Precision

Consultancy agreements are the backbone of modern service-based business relationships. Whether you are hiring a strategist, advisor, or remote expert, having a contract that is clear, enforceable, and locally compliant is essential—especially in a jurisdiction like Turkey where contract litigation can be both lengthy and technical. A vague clause, an ambiguous payment schedule, or a missing dispute resolution section can cost far more than any legal fee saved by skipping proper drafting.

At ER&GUN&ER Law Firm, our English speaking Turkish lawyers work with clients across sectors and borders to draft consultancy agreements that protect both business goals and legal security. As a trusted Turkish Law Firm for international companies, consultants, and local SMEs, we help our clients reduce legal risk, avoid enforcement issues, and manage consultant relationships with clarity and confidence. If you're hiring—or being hired—as a consultant in Turkey, let us make sure your agreement works in court as well as it works in practice.