"This article is not a legal text. It is aimed at project managers, product owners, technical leaders, and software teams involved in software development projects. 

The aim is not so much to explain the technical details of contract law, but rather to highlight why problems encountered in everyday life in software projects so often lead to “legal” consequences. Because many technical and managerial decisions made in the project are directly linked to how the contract is written, even if this is not recognized. 

The following headings aim to show how non-legal teams should view the contract in order to protect the project."

Software projects are often hindered not by technical problems, but by mismatched expectations. 

Phrases such as “We didn't understand it that way,” “This was already covered,” or “We didn't expect this at this stage” usually arise not from the code, but from gaps left in the contract. 

A well-written software development contract works without anyone noticing. 
There are no problems. There are no disputes. Because everyone understands the same thing when looking at the same text. 

In this context, based on our experience to date, we have attempted to address the most common issues in software projects that are defined in scope at the outset and executed using the classic Waterfall approach. 

The Definitions Section Should Really Be Read 

The definitions section is often seen as a technical and tedious part of most contracts. For this reason, it is quickly skipped over or copied from a previous contract and used. However, this section is one of the fundamental building blocks that determine how the rest of the contract is to be understood. 

When writing definitions, keep the following perspective in mind: 

When the people who drafted this contract are not present, can a third party reading the text understand what it means? 

Because when a dispute arises, it is not the parties who will interpret the contract; it will often be a judge or an expert. Definitions should ensure that these individuals correctly understand the project and what the parties mean. 

Although concepts such as “software,” “deliverable,” “acceptance,” and “specification” may seem understandable in everyday life, they should not be left to intuition in legal texts. The definitions section should therefore be treated not only as explanatory, but as a framework that guides the entire contract. 

Clarity is of Vital Importance in Projects Defined at the Outset 

In projects conducted using the Waterfall approach, the scope, schedule, and deliverables are determined at the outset. This approach provides predictability; however, this advantage can quickly become a disadvantage if the contract is not written clearly enough. 

If the statement of work (SOW) does not clearly define the technical and functional requirements, discussions about what is “missing or excessive” will inevitably arise as the project progresses. In waterfall projects, scope is considered fixed, so uncertainty does not create flexibility; it creates direct risk. 

Therefore, the clearer the language of the contract, the smoother the progress of the project will be. 

If Requirements are not S.M.A.R.T., Conflict is Inevitable 

One of the most common problem areas in a software contract is how requirements are expressed. Most contracts include well-intentioned but highly open-to-interpretation phrases such as “it will be user-friendly,” “it will perform at a high level,” or “it will comply with industry standards.” 

At this point, the SMART methodology is not only a project management tool, but also provides a practical framework that ensures legal clarity. An objective that is Specific, Measurable, Achievable, Relevant, and Time-bound brings the parties to the same point regarding “what is delivered” and “what is considered missing.” 

Non-SMART requirements often cause problems during the approval stage. Because while the work may appear to be complete from the developer's perspective, the customer may feel that their expectations have not been met. This situation often stems not from bad intentions, but from vague definitions. 

Scope Drift Often Arises Not from Malice, but from Incomplete Definition 

Scope drift is often associated with malicious claims. However, in practice, this situation is usually the natural result of requirements that were not clearly written down at the outset. 

Phrases such as “This was already included” or “We accounted for this separately” are often the result of an incomplete definition. Because making changes in Waterfall projects is more costly, such uncertainties emerge earlier and more sharply. 

Therefore, how change requests are handled must be clearly defined in the contract. Submitting a new request in writing, analyzing its impact on the timeline, cost, and scope, and implementing it only after both parties approve this impact protects both the project and the relationship between the parties. 

It's Not Enough for the Software to Work; Its Legal Ownership Must Also Be Clear 

It is important that the software is working at the end of the project. 

However, in the long term, the real critical issue is who owns the intellectual property rights to this software. 

As is well known, terms such as “license sale” or “license leasing” are frequently used in the software industry in our country. However, from the perspective of the Law on Intellectual and Artistic Works, these terms are not technically correct.

In practice: 

• The process known as “license sale” often involves the transfer of financial rights, 
• “License leasing” refers to the transfer of the right to use financial rights (of the license). 

When this distinction is not made correctly in the contract, the rights of the parties become unclear. 

There is another important point here: Software development contracts are, as a rule, work contracts in the sense of the law of obligations. 

This description has direct consequences in many areas, such as delivery, acceptance, defects, and liability. When the contract is written without taking this reality into account, expectations and legal consequences do not align. 

Open Source Code Usage Requires Transparency 

Open source components are common in software development. However, not all open source licenses grant the same level of freedom, and some may impose unexpected obligations. 

Especially in projects with a predetermined scope, it is critically important to know the licensing implications of third-party components used in advance. Otherwise, restrictions may arise in the commercial use of the delivered software. 

Therefore, the open source components and license types used must be clearly specified in the contract. 

If the Acceptance Process is Not Defined, the Concept of “Finished” Becomes Unclear 

Although the stages in Waterfall projects are clear, if the acceptance process is not sufficiently defined, the project may not actually be completed. If it is not clear what criteria will be used to accept the delivered software, the parties will arrive at the same point at different times. 

When test durations, error classifications, and the final acceptance mechanism are documented from the outset, the acceptance process becomes both shorter and more objective. This clarity is also critical for the project to be financially and legally closed. 

Liability and Indemnification Clauses are a Matter of Balance 

In projects where the scope and cost are determined at the outset, balancing risks through contracts is of great importance. If the limits of liability are unclear, a small mistake can lead to disproportionate consequences. 

Limiting liability to a reasonable maximum protects the developer, while clearly stipulating certain exceptions safeguards the customer's fundamental interests. The aim is not to give one party an advantage, but to make the relationship predictable and sustainable. 

Termination Clauses are a Safeguard Against Worst-Case Scenarios 

Not every project may go as planned. Therefore, in the event of termination, what is to be delivered, which obligations will continue, and how the price will be calculated (pro rata, etc.) must be clearly stated. 

Uncertain termination provisions are often more exhausting than the problem itself. Well-written termination clauses make a difficult process more manageable. 

“Standard” Articles are Actually Not Standard At All 

Finally, there are also “standard” articles. These provisions, referred to as “General/Other Provisions,” such as the competent court, applicable law, and notification procedures, are generally left until the end or dealt with quickly. 

However, when a dispute arises or there is a force majeure event, these are often the most decisive articles. 

These provisions are not standard; they must be considered separately for each project and the parties involved. 

General Assessment 

Software development contracts are often seen merely as documents that “need to be signed.” After the project begins, a .pdf copy of the contract is saved in the project folder and sent to accounting. In practice, however, the answers to many of the problems encountered in the project are already contained within the contract; in other words, the contract serves as a reference point for project management. 

Therefore, contracts manage not only legal risks but also operational uncertainties. Clearly defining terms, ensuring requirements are measurable, linking change requests to a written process, or establishing acceptance criteria from the outset are all directly related to project management. 

Especially in projects conducted using the Waterfall approach, the clearer the contract is written, the fewer surprises the project will encounter. As uncertainty increases, technical issues quickly turn into contractual disputes. 

Therefore, it would be beneficial for project managers and software teams to establish early contact with the legal department during the preparation or revision of the contract to ensure that technical expectations are accurately reflected in legal language. 

This cooperation is not a step that slows down the project; it is a protective measure that prevents future disputes and unnecessary arguments.