Standard Terms

Also known as: General Terms and Conditions, Standard Form Contract, Boilerplate, Genel İşlem Koşulları, TCO Article 20

In short

Contract terms prepared unilaterally and in advance by the drafter for use in many similar contracts and presented to the other party at the time of contracting.

Standard terms are clauses presented in mass contracts without any opportunity for the other party to negotiate. Banking, insurance, lease, logistics, software licence and platform terms are typical examples. TCO Articles 20-25 control their incorporation, interpretation and content.

Definition (TCO Article 20)

Prepared by the drafter alone and in advance for use in many similar contracts
Their location in the contract or annex, length, typeface and form are irrelevant
Differences in wording between contracts do not prevent their characterisation as standard terms
A statement that the terms were negotiated does not on its own take them outside the rules
The rules also apply to contracts prepared by persons and organisations operating under licence

Incorporation (TCO Article 21)

Standard terms against the other party’s interests become part of the contract only if the drafter expressly informs the other party of them, gives it the opportunity to learn their content, and the other party accepts them. Otherwise they are deemed unwritten. Terms foreign to the nature of the contract and the transaction are also deemed unwritten. The remaining provisions generally stay valid.

Interpretation and Amendment

Standard terms that are unclear or ambiguous are interpreted against the drafter and in favour of the other party (TCO Article 23).
Clauses giving the drafter the right to unilaterally amend terms to the other party’s detriment or introduce new ones are deemed unwritten (TCO Article 24).

Content Control (TCO Article 25)

Standard terms may not contain provisions that, contrary to good faith, are to the other party’s detriment or aggravate its position. Disproportionate contractual penalties, unilateral termination rights or broad exclusions of liability may fail this test.

In Practice

Businesses using standard contracts should highlight material terms against the other party and obtain its express acceptance. On online platforms this concerns the design of the user acceptance flow; see User Agreement. Consumer contracts are also subject to unfair contract terms control.

Frequently Asked Questions

Does a clause stating "each term has been negotiated" prevent standard terms control?

No. Statements that terms were negotiated and accepted do not, on their own, take them outside the scope of standard terms (TCO Article 20(3)). Actual negotiation must be proven separately.

Do the standard terms rules apply between merchants?

Yes. TCO Articles 20-25 apply to all contracts in which a pre-drafted standard text is presented to the other party, whether or not it is a consumer. Consumer contracts are additionally subject to unfair terms control.

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