Matters to be Considered in Standard Contracts to be Used in the Transfer of Personal Data Abroad

With the amendment made to Article 9 of the Personal Data Protection Law No. 6698 (“Law”), titled “Transfer of personal data abroad”, standard contracts have been introduced as one of the appropriate safeguards that data controllers and data processors may rely on for the transfer of personal data abroad. With the enactment of the law amendment on June 1, 2024 with a three-month transition period for cross-border data transfers, and the publication of the Regulation on the Procedures and Principles Regarding the Transfer of Personal Data Abroad, a need has arisen to eliminate uncertainties in practice. The Personal Data Protection Authority (“Authority”) published the Guidelines on Cross-Border Transfer of Personal Data (“Guidelines”) in response to this need. You can review our information note about the Guidelines.

The Authority has issued a public announcement on February 5, 2025, regarding the key points to be considered in standard contracts, based on its review of the standard contracts most recently submitted to the Authority.

The highlights of this announcement are summarized as follows:

• ▪️ The standard contracts must be signed by the parties to the transfer of personal data or by persons authorized to represent and sign on behalf of the parties. If the contract lacks a valid signature from one or both parties, the standard contract shall not be valid.
• ▪️ The signatures affixed by the parties to the transfer of personal data or the authorized persons to represent and sign on behalf of the parties in the standard contract must comply with the provisions of the Turkish Code of Obligations No. 6098 regarding signature. In this respect, the signature must be made in the person’s handwriting or executed using a secure electronic signature. Digital signatures that do not qualify as secure electronic signatures will not be accepted.
• ▪️ If the standard contract is executed in a foreign language, the parties must sign the Turkish version of the contract. If the standard contract is drafted in a bilingual format with Turkish and another language in dual columns, the signatures of both parties must also be placed in the column containing the Turkish text.
• ▪️ Documents proving that the individuals signing the standard contract on behalf of the parties are authorized to represent and sign must be submitted to the Authority along with the standard contract. These documents must explicitly include the names of the individuals signing the standard contract.
• ▪️ The names of the parties in the standard contract text must be complete, and the party names in the supporting documents proving the signatories' authority to represent and sign must be consistent with those in the contract.
• ▪️ The standard contract must be notified physically or by using the registered electronic mail (“KEP”) address or the Standard Contract Notification Module on the Authority's website within five business days following the completion of the signatures. In order for the examination of whether the notification has been made within the specified period, both parties must specify the date of signature.
• ▪️ The contract must include complete information about the parties and the contact person or authorized person.
• ▪️ In notifications made via KEP, the contract and supporting documents must be sent as attachments. The standard contract, whether submitted physically or electronically, must be complete, with no missing pages.
• ▪️ The presence of an apostille annotation will be sufficient for documents issued by foreign national authorities. However, for countries that are not a party to the Hague Convention or do not benefit from any exemption, the documents issued by the relevant national authorities must be submitted to the Authority by completing the consulate attestation procedures.
• ▪️ Supporting documents to be submitted to the Authority, as well as any documents in a foreign language, must be accompanied by a notarized Turkish translation.
• ▪️ The standard contract must not include provisions stating that it will be retroactively effective if the signatures of the transfer parties were completed at a later date.
• ▪️ Standard contract texts must be drafted as announced by the Board, and no additions, deletions, or amendments must be made to the standard contract texts, except for optional or alternative clauses.

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Special thanks to İsmail Arslan for his contributions.

First published by Gün + Partners in Feb 14, 2025.