Today, a great many kinds of work — from graphic design to software, from content creation to consultancy — are carried out on a “freelance” basis. Yet the problems most frequently encountered in this model are not being paid once the work is done, the continual expansion of the scope of work, and uncertainty as to who owns the work produced.

What Kind of Contract Is Freelance Work in Law?

“Freelance” is not a legal term but the everyday name for a way of working. Depending on the nature of the work performed, the relationship generally falls into one of the following types:

  • Contract for work (eser sözleşmesi): Where the undertaking is to bring about a specific result (a design, a software module, a translation, a text), the relationship is subject to the provisions of the Turkish Code of Obligations on contracts for work. What matters here is not the effort but the result produced.
  • Contract of mandate: Where what is undertaken is not a specific result but the diligent conduct of an activity (such as consultancy or ongoing support), the provisions on mandate apply.
  • Employment contract: Where the person works subject to the employer’s instructions, within a set schedule and integrated into the employer’s organisation, the relationship may be deemed an employment contract even if it is called “freelance.”

This distinction is not theoretical. Carrying on a relationship that bears the element of subordination against invoices may subsequently give rise to claims for severance and notice compensation, overtime and social security premiums. What is decisive is not the title of the contract but the actual relationship between the parties.

“Spoken words fly away, written words remain”

Many freelancers agree terms with their client over messaging apps or by telephone when starting work. When a dispute arises, however, the burden of proving the scope of the agreement and the fee generally rests on the party claiming payment. Where there is no written text, offer emails, message records, delivery correspondence and bank receipts become important. Keeping these records in an orderly manner is therefore as valuable as the contract itself.

Essential Clauses a Contract Should Contain

Even a document of a few pages, prepared without being drowned in complex legal terminology, will prevent most disputes. The following headings should always be included:

  • Definition and scope of the work: Exactly what service will be provided (e.g. “design of 3 social media visuals”). It should be expressly stated that requests outside the scope are subject to an additional fee.
  • Fee and payment schedule: The total price, the currency, whether VAT is included, and the payment timetable (e.g. “50% in advance, the remaining 50% on delivery”).
  • Delivery time: The latest date by which the work will be delivered, and how delays caused by the client affect that period.
  • Revision rights: How many times and within what period the client may request changes, and the additional fee applicable if that number is exceeded.
  • Acceptance and notification of defects: How long after delivery the client has to review and approve the work, and that the work is deemed accepted if no objection is raised within that period.
  • Delay and default: That default interest will accrue if payment is delayed and that work may be suspended.
  • Intellectual property: The extent to which rights in the work are transferred (addressed separately below).
  • Confidentiality: Protection of the client’s commercial information and how long the obligation lasts.
  • Use as a reference: Whether the freelancer may display the work in their portfolio.
  • Termination and disputes: The circumstances in which the contract ends, the competent court and the applicable law.

The Most Critical Clause: Rights in the Work

This is the issue most often overlooked in freelance work and the one that gives rise to the most disputes. Where the resulting design, software, text or photograph constitutes a work within the meaning of the Law on Intellectual and Artistic Works, it should not be assumed that rights pass to the client automatically:

  • Transfer of economic rights is subject to written form. Under the Law, the transfer agreement must be in writing and the rights being transferred must be specified individually. A general phrase such as “all rights are transferred” may give rise to argument as to which rights were in fact transferred.
  • Moral rights cannot be transferred. Moral rights such as disclosing the work to the public, requiring attribution, and prohibiting alteration of the work remain with the author; only permission for their use may be granted.
  • Without a transfer, use is limited. If the contract does not regulate the transfer of rights, the client’s authority to reproduce, modify or resell the work at will becomes questionable even though the fee has been paid.
  • It may be made conditional on payment. In practice, agreeing that rights will transfer at the moment the price is paid in full is an effective safeguard for the freelancer.

What If You Are Not Paid?

Where the price is not paid, the route to follow generally proceeds in this order: first, a written formal notice gives the debtor a reasonable period to pay and places them in default as a matter of record. If that produces no result, enforcement proceedings may be commenced; if the proceedings are stayed upon objection, the matter goes to court. In commercial disputes where both parties are merchants, having applied to mediation is a procedural precondition for actions concerning monetary claims; if that step is skipped, the action is dismissed on procedural grounds.

Entering into a contract does not mean you distrust the other side; on the contrary, it shows how professionally you conduct your work and protects the rights of both parties. As the volume of work grows, it is advisable to have the contract drafted by a lawyer specifically for your line of business.