Legal Validity of Contracts Made with Electronic Signatures in Antalya

In our increasingly digital world, the speed and efficiency of business processes are becoming increasingly important. One of the most fundamental elements of this transformation is electronic signature technology. Especially in a dynamic city like Antalya, contracts signed with electronic signatures offer significant convenience for individuals and organizations looking to keep pace with the pace of commerce and daily life. However, a detailed understanding of the legal validity, evidentiary power, and application areas of this innovative method is crucial to avoiding potential legal disputes. In this article, we will thoroughly examine the legal aspects of electronic signatures, their place in Turkish legislation, and their implications for Antalya.

Digital Transformation and the New Face of Law: The Rise of the Electronic Signature

Electronic signatures, which have begun to replace the traditional “wet signature,” have become increasingly widespread, particularly during the pandemic, becoming an indispensable tool in the business world and public services. In addition to advantages such as reducing paper use and providing independence of time and place, their legal security and evidentiary power have also been major topics of debate. Turkish law has adapted to this digital transformation and introduced significant regulations that strengthen the legal basis of electronic signatures.

What is an Electronic Signature and Why is it Important?

An electronic signature is a set of data attached to or logically linked to data created electronically and used for authentication. Simply put, it is a digital seal indicating who has digitally approved a document or transaction. Electronic signatures accelerate transactions, reduce costs, reduce the need for physical archiving, and facilitate international trade. They also aim to increase legal security by protecting document integrity and the identity of the signatory.

Types of Electronic Signatures and Their Legal Equivalents

In Turkish law, Electronic Signature Law No. 5070 categorizes electronic signatures into different types and regulates their legal validity. This law places particular emphasis on the concept of “qualified electronic signature.”

#### Simple Electronic Signature

It’s the most basic type of electronic signature. Elements such as a name appended to an email, a password entered on a website, or a simple checkbox can be considered simple electronic signatures. However, these types of signatures generally lack the legal force of a wet signature, and they are difficult to accept as standalone evidence in court.

#### Advanced Electronic Signature

An electronic signature is uniquely linked to the signer, identifies the signer, is linked to electronic data, and allows for subsequent detection of changes. While its technical security level is higher than that of simple signatures, it does not have the legal validity of a qualified electronic signature.

#### Qualified Electronic Signature (QES) and its Equivalence with Wet Signature

According to Electronic Signature Law No. 5070, a qualified electronic signature has all the legal consequences of a handwritten wet signature. A qualified electronic signature is an electronic signature created using a secure electronic signature creation tool and can be verified with a qualified electronic certificate. The basic conditions for this signature to be considered equivalent to a wet signature are as follows:

* Qualified Electronic Certificate: A certificate that verifies the identity of the signatory and is issued by an electronic certificate service provider.
* Secure Electronic Signature Creation Tool: These are tools created with hardware and software security measures that prevent the signature from being copied or changed by unauthorized persons (e.g., smart card and card reader).

A qualified electronic signature created by combining these two elements can replace a wet signature even in contracts subject to written form requirements and has full evidentiary power.

The Place and Legal Basis of Electronic Signatures in Turkish Law

The legal validity of electronic signatures is guaranteed by various laws and regulations.

Electronic Signature Law No. 5070

This law is the fundamental legislation governing the definition, types, legal consequences, and oversight of electronic certificate service providers regarding electronic signatures. The law clearly states that qualified electronic signatures have the same legal consequences as wet signatures.

Law of Obligations and Freedom of Contract

The Turkish Code of Obligations (TCO) embraces the principle of freedom of contract. Accordingly, parties may freely determine the content and form of the contract. While Article 14/2 of the TCO stipulates that handwritten signatures are mandatory for contracts intended to be made in written form, exceptions to this rule have been created thanks to the equivalence granted to qualified electronic signatures by Law No. 5070. In other words, in cases where a written form is legally required, a qualified electronic signature can also fulfill this requirement.

Code of Civil Procedure (HMK) and the Quality of Evidence

The Civil Procedure Code (HMK) regulates the presentation and evaluation of evidence in court proceedings. The use of electronic data as evidence is permitted under the HMK. A document signed with a qualified electronic signature is conclusive evidence within the meaning of the HMK. This directly impacts the burden of proof and the speed of the proceedings in court proceedings.

Electronic Signature in the Context of the Turkish Commercial Code (TTK)

The Turkish Commercial Code provides extensive coverage for the use of electronic signatures in commercial transactions and corporate law. Qualified electronic signatures can be used in many areas, including trade registry transactions, company general assembly meeting minutes, and board of directors decisions. This provides significant operational convenience, particularly for commercial businesses in Antalya.

Validity Conditions for Contracts Made with Electronic Signatures

While a qualified electronic signature is equivalent to a wet signature, electronic signatures cannot be used in every type of contract. Certain basic conditions must be met for validity:

Free Will and Explicit Consent

The fundamental element of a contract is that the parties must express their free and clear expression of intent. This also applies to electronically signed contracts. It must be technically detectable that the signature was not made without the signatory’s consent or was not used through forgery.

Requirement to Use Qualified Electronic Signatures

As mentioned above, the use of a qualified electronic signature is essential for legal validity and probative power. Simple or advanced electronic signatures cannot replace wet signatures in situations where the law requires a written form.

Situation in Contracts Subject to Form Conditions

Legislators have stipulated specific formal requirements for the validity of some contracts. The use of electronic signatures in such contracts may be limited:

* Formal Form Requirement: Contracts that are legally required to be executed in a formal form (e.g., real estate sales contracts, inheritance contracts, marriage contracts) cannot be executed with a qualified electronic signature. For such contracts to be valid, they must be executed before an official authority such as a notary or land registry office.
* Ordinary Written Form Requirement: In contracts that are legally required to be made in written form only (e.g., surety agreement, lease agreement, service agreement), a qualified electronic signature replaces a wet signature and the contract becomes valid.

This distinction is crucial for individuals and organizations entering into contracts using electronic signatures. Using an incorrect electronic signature can invalidate the contract.

The Role and Application Areas of Electronic Signature in Antalya Business World

Antalya is a constantly evolving metropolis, home to a vibrant tourism, trade, and agriculture sector. In this dynamic environment, the use of electronic signatures plays a critical role in streamlining business processes and increasing efficiency.

* Commercial Contracts: Many commercial agreements such as supplier contracts, distributorship agreements, service agreements can be signed securely with a qualified electronic signature.
* Human Resources Processes: Human resources documents such as employment contracts, payrolls, leave forms, and performance evaluation documents can be digitized and approved with an electronic signature.
* B2B and B2C Transactions: Electronic signatures provide convenience in online contracts made between businesses (B2B) and from business to consumer (B2C), especially in the purchase and sale of services.
* Relations with Public Institutions: The use of electronic signatures has become widespread in public services (e-Government, e-invoicing, e-notification, etc.). This allows businesses and citizens operating in Antalya to conduct their transactions with the public more quickly and easily.

While electronic signature increases the competitiveness of companies in Antalya, it also serves as a reliable bridge in regional and national business partnerships.

Strength of Proof and Disputes in Contracts Signed with Electronic Signatures

A document signed with a qualified electronic signature is conclusive evidence under the Code of Civil Procedure. This means that if the signature is denied, the party claiming otherwise bears the burden of proof. However, this also raises some technical and legal issues:

* Timestamp: The timestamp, which shows the exact moment when the electronic signature was made, is of great importance in determining the integrity of the document and the time of signing.
* Technical Audit: In case of a dispute, issues such as the technical validity of the electronic signature, the duration of its certificate, and whether the signature was created correctly may be subject to expert examination.
* Supreme Court Decisions: The Supreme Court has affirmed in numerous decisions that qualified electronic signatures have the same legal consequences as wet signatures. However, it has emphasized the importance of this distinction, particularly by highlighting exceptions in contracts subject to formal requirements.

Important Points to Consider and the Need for Legal Consultation

There are some important points to consider in order to fully benefit from the convenience offered by electronic signatures and to protect yourself from potential legal risks:

* Use of Qualified Electronic Signature: Qualified electronic signatures should always be preferred for legal validity and evidentiary power.
* Certificate Periods: The validity periods of electronic certificates must be monitored and expired certificates must be renewed.
* Technical Security: The security of signature creation tools must be ensured, passwords must be protected, and measures must be taken against unauthorized access.
* Evaluation Based on Contract Type: It should be noted that each type of contract may have its own form requirements, and it should be known that an electronic signature will not be sufficient, especially in cases where official form requirements are required.
* Archiving and Verification: It is important that electronically signed documents are archived securely and that verification processes can be implemented when necessary.

It’s crucial for individuals and organizations planning to execute contracts using electronic signatures in Antalya or elsewhere to conduct a thorough legal assessment based on the type and content of the contract, as well as the specific circumstances of the parties. Especially for complex or high-value contracts, consulting with a legal professional is the best way to avoid potential future issues. While the digitalization of legal processes offers new advantages, it also brings with it new legal responsibilities and considerations. Therefore, being aware and careful when using electronic signatures will form the basis of legal security.