1. Parties and structure
This Master Services Agreement (the “Agreement”) is entered into on [DATE] between [COMPANY LEGAL NAME] (“CM Apps”) and [CUSTOMER LEGAL NAME] (the “Customer”).
For each project or service, the parties sign a Statement of Work (“SOW”) that references this Agreement. Each SOW sets out the scope, deliverables, schedule, fees and acceptance criteria and, together with this Agreement, forms a single contract. In the event of a conflict, this Agreement prevails unless the SOW expressly states that it “prevails over this Agreement”.
2. Provision of services
CM Apps provides the services with professional care and in accordance with the scope and schedule defined in the SOW. The Customer provides the necessary information, access, content and decision-makers in a timely manner. Delays attributable to the Customer affect the schedule and, where applicable, the fees proportionately.
Requests outside the scope are added to the SOW through a Change Request signed by both parties.
3. Fees, currency and payment
Fees are specified in the SOW; a fixed price, time-and-materials (daily/hourly) or monthly team model may apply. Unless stated otherwise, invoices are paid within [14/30] days of the invoice date.
Currency: TRY for customers established in Türkiye; [EUR/USD] for customers abroad. Exchange rate risk is borne by the party that pays in a currency other than the contract currency. Bank charges are borne by the sending party; the net amount must reach the CM Apps account.
Taxes: fees are exclusive of VAT and similar indirect taxes. Customers abroad receive invoices without VAT where the reverse charge mechanism applies; where withholding tax is mandatory, the Customer grosses up the fee so that CM Apps receives the net amount and provides the withholding certificates.
In the event of late payment, default interest applies at the rate permitted by law; for delays exceeding [15] days, CM Apps may suspend the service.
4. Intellectual property
Pre-Existing Materials (CM Apps’ existing libraries, tools, templates and know-how) remain with CM Apps; the Customer is granted a perpetual, non-exclusive license as necessary to use the deliverables.
Unless agreed otherwise in the SOW, rights in the deliverables are assigned to the Customer upon full payment of the fees. Open-source components are subject to their own licenses and are listed in the annex to the SOW.
5. Confidentiality
The parties protect each other’s confidential information under the conditions set out in the Non-Disclosure Agreement (NDA). This clause remains in effect for [5] years after the Agreement ends, and indefinitely with respect to trade secrets.
6. Data protection
Where the processing of personal data is involved, the parties sign the Data Processing Agreement; the DPA is an annex to this Agreement.
7. Warranty
CM Apps warrants that the deliverables will operate in material conformity with the specification in the SOW for [90] days from acceptance; defects reported within this period are remedied free of charge. Modifications made by the Customer or third parties, use in environments not anticipated, and data originating from the Customer are excluded from the warranty.
Beyond this, to the extent permitted by law, all other warranties, express or implied, are excluded.
8. Limitation of liability
The total liability of each party under this Agreement is limited to the fees paid under the relevant SOW in the [12] months preceding the event. Indirect and incidental damages, as well as loss of profit, revenue and data, are excluded. Willful misconduct, gross negligence, breach of confidentiality, indemnification for intellectual property infringement and payment obligations fall outside this limitation.
9. Indemnification
CM Apps defends the Customer against claims alleging that the deliverables infringe third-party intellectual property rights and pays any finally awarded damages; in return, the Customer gives prompt notice and leaves control of the defense to CM Apps. The Customer indemnifies CM Apps against claims arising from the Customer’s own content and instructions.
10. Term and termination
The Agreement is valid for [2] years from the date of signature and renews for successive one-year periods unless either party gives written notice at least [60] days in advance. SOWs in effect remain subject to this Agreement until completed, even if the Agreement ends.
Immediate termination is possible where a material breach is not remedied within [30] days, or in the event of bankruptcy or liquidation. Upon termination, fees are paid for the work performed up to that date.
11. Export controls, sanctions and ethics
The parties comply with the sanctions regimes and export control legislation of the UN, the EU, the US (OFAC) and Türkiye. Neither party may request that services be provided to persons on a sanctions list. The parties act in compliance with anti-bribery and anti-corruption legislation (TCK, UK Bribery Act, FCPA).
12. Force majeure
Failure to perform obligations due to events beyond the parties’ control, such as natural disasters, war, epidemics, general infrastructure outages and decisions of public authorities, is not considered a breach. The affected party gives immediate notice; if the force majeure event exceeds [60] days, either party may terminate the Agreement.
13. Governing law and dispute resolution
Option A (Customer established in Türkiye): Turkish law applies; the Courts and Enforcement Offices of [Istanbul (Çağlayan)] have jurisdiction.
Option B (Customer established abroad): the Agreement is governed by [Turkish / English / Swiss] law. Following a 30-day negotiation stage, disputes are finally settled under the [ICC / ISTAC / LCIA] Arbitration Rules by a [sole] arbitrator, with the seat of arbitration in [Istanbul / London / Geneva] and the language of arbitration being [English]. The parties reserve the right to apply to the competent courts for interim relief.
14. General provisions
Notices are given in writing via [EMAIL] / [ADDRESS]. The Agreement may not be assigned without the written consent of the other party. The invalidity of any provision of the Agreement does not affect the remaining provisions. The Agreement may be executed in Turkish and English; in the event of a conflict, the [Turkish / English] text prevails. Counterparts signed by electronic signature are valid.