Who owns the source code and data in custom CRM, and how should contracts be drafted?

Under the Law on Intellectual and Artistic Works No. 5846, the transfer of rights to adapt, reproduce, and distribute software works must be explicitly and individually enumerated in the contract. Simply using the phrase 'usage license' may give the developer full leeway to shut down the system at will or refuse to release updates.

When receiving the source code, just getting a file archive is practically useless. The contract must explicitly state that the dependency list, Docker configuration, database migration scripts, and deployment documentation will be delivered. Your core acceptance criterion should be that an independent sysadmin can stand the entire system up from scratch using that documentation.

Is the agency developing this CRM completely from scratch based on your architecture, or are they just customizing an off-the-shelf CRM template they’ve already deployed for other clients? If it’s built on a proprietary core product, expecting them to hand over full ownership of the codebase might not be realistic.

Four years ago we had a custom CRM built for our logistics operations and casually signed a similar draft without thinking much of it. Two years later, we couldn't see eye to eye with the agency over an annual maintenance fee hike; when we asked for the database, they told us 'the code belongs to us and we can’t decrypt the database.' We ended up having to rebuild the entire system from scratch and migrate all our old records by hand. If you agree to that clause you're practically handing your company over as a hostage to that agency.

Here are the 3 mandatory clauses you must have added to the contract: 1) The server and database infrastructure must be hosted directly on cloud accounts registered under your company's corporate entity, 2) The source code must be pushed weekly to a Git repository accessible to your company, 3) The final payment will only be released after a code review sign-off.

edit: I wrote something wrong above, sorry about that.

If the agency digs their heels in on handing over the source code, propose a software escrow agreement. An up-to-date copy of the code is deposited with a notary or an independent escrow agent; if the agency goes under or ceases service the codebase is legally released to you.

Shelling out 240.000 TL only to have zero control over your company's most sensitive customer lists and discount margins sounds like a brilliant business model—for the agency, that is. Any business that signs that contract as-is is basically slapping handcuffs on itself.

edit: fixed a few typos.

absolutely do not let the agency set up the hosting account under their own name. tbh if things go south down the road they can shut your entire operation down with a single click, you need to hold the passwords right from day one.

correct in theory, but it doesn't work that way in practice. code without setup documentation isn't yours even if you have it.

if you have questions write them; Ill answer as best I can.

I agree.

I have an objection here. I mean everything goes well for the first three months; problems arise in the fourth.

Proven by experience.

Let me share what happened to me; it might be useful. People defend habits not processes. Resistance comes from there.

If I were you, I'd go this route.

Correct in theory, but it doesn't work that way in practice. In legacy systems, the most expensive thing is unknown dependencies.

Hope this helps.

Its rare to find an explanation this clear. anyway the answer varies greatly by industry; there is no one-size-fits-all rule.

If I were you Id go this route.

We got stuck at the same point for a while. Start with a small trial; dont commit to everything at once.

Hope this helps.

Absolutely. If I were to add anything: When you try to change everything at once, nothing settles.

Hope this helps.

The opposite happened to me, that's why I'm writing. Any unwritten clause becomes a point of disagreement later, as both sides remember it differently.

Proven by experience.

The cheap-looking path usually ends up costing more later. Start with a small trial; don't commit to everything at once.

Taking notes for two weeks yields better results than a six-month estimate. If I were you Id go this route.