Agreement – Terms and Conditions

Agreement – Important Information on Terms and Conditions

SOFTOMİ C2C MARKETPLACE E-COMMERCE AGREEMENT (ANNEX-1)

PARTIES

This Agreement sets out the duties, responsibilities, rights and obligations between İSTANBUL SOFT BİLİŞİM VE DANIŞMALIK LTD.ŞTİ., domiciled at Mecidiyeköy Mah. Raşit Rıza Sok. No:3 Yıldırım İş Hanı Kat:2 Daire:5 Şişli-İSTANBUL (hereinafter referred to in this Agreement as SOFTOMİ), and, on the other hand, the e-commerce user who purchases a product from SOFTOMİ and whose details are set out below (hereinafter referred to in this Agreement as the CUSTOMER).

PURPOSE

The purpose of this Agreement is to regulate the commercial relationship between SOFTOMİ and the CUSTOMER who rents software from SOFTOMİ, and to define the parties’ rights and liabilities.

SUBJECT MATTER OF THE AGREEMENT

This Agreement describes content, hosting terms, installation and after-sales services relating to e-commerce software operating via web browsers, the website, server, domain name registration and other services. Upon entry into force of this Agreement, the parties accept that all transactions shall be carried out in accordance with the principles and provisions set out herein.

DEFINITION OF THE SERVICE

SOFTOMİ is obliged to provide the CUSTOMER with the software that is the subject of this Agreement and to provide technical support services. Operations relating to content management—such as uploading the site’s products, creating categories, and preparing banners and sliders—are the CUSTOMER’s responsibility.

TERM OF USE

The CUSTOMER may pay by credit card via the website at https://www.softomi.com and, from the date of payment, obtains the right to use the SOFTOMİ e-commerce software rented for a period of one (1) year. Where the Customer pays by bank transfer/EFT, the one-year term of use begins from the date the Customer makes payment. Project preparation periods are included in the one-year term. At the end of the term, the Customer may continue to receive the service by paying the renewal fee for the rented product. The renewal fee covers server and technical support services. Such service is included in the package price for the first year. The renewal service fee payable at the beginning of the second year is additionally specified in the attached package contents and in the agreement content prepared specifically for the project.

Annual renewal fees shall be revised each year based on the Turkish Consumer Price Index (TÜFE).

Where the Agreement or annexes provide for recurring payments for different services, such payments shall be revised every three (3) months based on TÜFE.

If the Customer wishes to discontinue the service, the Customer may, before the site’s publication period expires, obtain product data in Excel format using the Excel import/export module available on the site.

TERMINATION OF THE AGREEMENT

SOFTOMİ shall notify the CUSTOMER, thirty (30) and fifteen (15) days before the end of the service term and within fifteen (15) days after the end of the service term, at the notification e-mail address entered by the Customer in the site’s administration panel, of the information required regarding expiry of the service. If the CUSTOMER does not make the annual renewal payment within fifteen (15) days for the new period, it shall be deemed that the CUSTOMER does not wish to continue the service and the Agreement shall be deemed terminated. In that case, SOFTOMİ shall delete all data relating to the CUSTOMER’s e-commerce site and backups of such data. Restoration of such data may not be possible, and SOFTOMİ’s obligation to store such data vis-à-vis the CUSTOMER shall end.

During the service period, the CUSTOMER may terminate the Agreement unilaterally at any time. In that case, the CUSTOMER may not claim any rights or refunds from SOFTOMİ.

The CUSTOMER shall not offer SOFTOMİ employees paid work outside working hours, shall not employ, on official payroll or informally, in the CUSTOMER’s own commercial enterprise any person who worked at SOFTOMİ within the past five (5) years, and shall not employ such person for a company—newly established or with which the CUSTOMER has a formal or informal relationship. The CUSTOMER shall not obtain services from SOFTOMİ personnel from outside SOFTOMİ. If a breach of this clause is proven, SOFTOMİ may terminate the Agreement unilaterally, take the site offline, and the CUSTOMER shall waive the service fees paid as a result of such termination. The CUSTOMER may not assert any claim against SOFTOMİ.

GENERAL OBLIGATIONS

1. If the trade name, business address of the parties to the Agreement or the signatory powers of persons authorised to sign change in any way, such changes shall be notified to the other party within fifteen (15) business days at the latest following actual change and/or registration in the trade registry. If such changes are not notified within the relevant period, any invoice, waybill, letter or similar document sent under the old name and/or address shall be deemed sent under the new name and/or address.
2. The parties hereby accept, declare and undertake to comply with the Law on Intellectual and Artistic Works, the Decree-Law on the Protection of Trademarks, the Turkish Commercial Code, the Decree-Law on the Protection of Patent Rights, the Turkish Penal Code (TCK), the Turkish Code of Obligations, Law No. 6698 on the Protection of Personal Data (KVKK) and other applicable legislation.
3. The software rented by SOFTOMİ is hosted on SOFTOMİ’s servers; only SOFTOMİ may access the software source code.
4. SOFTOMİ provides services to its customers by developing the OpenCart e-commerce infrastructure—used by many businesses worldwide—in line with its customers’ and Turkey’s requirements. Under this Agreement and supplementary agreements, the basis of the payment SOFTOMİ will receive comprises the services it provides and the software developments it performs.
5. The software (DEMO) prepared by SOFTOMİ is available at https://pazaryeri.demoist.site/, and all features developed by SOFTOMİ are openly displayed on that site for the CUSTOMER to review. Seller panel and admin panel links are as follows, and login passwords are assigned automatically.
   
   Admin panel access link: https://pazaryeri.demoist.site/admin/
   Seller/store access link: https://pazaryeri.demoist.site/magaza-giris
6. Among the features shown on the DEMO site, those included in the package rented by the CUSTOMER and any project-specific developments are provided so that the project is made available to the CUSTOMER.
7. An e-commerce package contains hundreds of features. Because the content of the package rented by the Customer consists of features that work in an integrated manner, reducing or isolating a feature from other features that work together with it would additionally take time. Therefore, the CUSTOMER may not claim a partial refund on the ground that some features are not used. The CUSTOMER may not claim a refund by stating an intention to move to a lower-tier package. The CUSTOMER should purchase the most suitable package for its needs when buying the product.
8. The CUSTOMER may use the rented package for as long as desired by paying the annual renewal service fee. SOFTOMİ cannot be held liable for delays that may arise because the CUSTOMER temporarily closes its site, fails to conclude agreements with carriers, payment institutions or other third parties, or concludes them late, and the annual renewal period cannot be extended on the basis of such delays.
9. The CUSTOMER uses the Support System located in the site’s administration panel for technical support requests. All actions are thus kept on record. Besides that, any telephone calls, WhatsApp messages or correspondence via other e-mail channels, while creating the difficulty of tracking work across several channels, also entail a risk of items being overlooked. Therefore, for requests made through any channel other than the Support System to be recorded and the relevant action carried out, the relevant request must also be opened by the CUSTOMER through the Support System.
10. After the CUSTOMER begins receiving services from SOFTOMİ, the CUSTOMER may designate one person from its team for meetings with SOFTOMİ. This person may create support requests via the Support System in the site’s administration panel for operations to be performed on the site, and shall treat requests from SOFTOMİ’s authorised person as if they came from the CUSTOMER itself.
11. Over time, as the project grows and the e-commerce team expands, other employees together with the CUSTOMER and the designated person may also use the technical support system. SOFTOMİ treats all requests transmitted through the Support System as if they came from the CUSTOMER itself.
12. For critical matters relating to incoming requests and needs, SOFTOMİ may consult the CUSTOMER as the principal authorised party where SOFTOMİ deems it appropriate.
13. Any situation that prevents shopping on the site is treated as an emergency, and technical support is provided to the CUSTOMER on a 24/7 basis. For emergencies, the CUSTOMER may reach the support team on +90 212 983 16 34. Technical support services other than emergencies are provided on business days between 09:00 and 18:00.
14. The CUSTOMER who rents software from SOFTOMİ owns the customer information, order information, product information, category information and other content on its site. The CUSTOMER may export and use such information at any time using the Excel module on the site. The infrastructure rented by SOFTOMİ is provided solely for use by the CUSTOMER. The CUSTOMER may not, without SOFTOMİ’s knowledge, transfer passwords and rights to use the relevant infrastructure to a third person or entity (other than a separate company belonging to the CUSTOMER). If such a situation is detected, the service received by the CUSTOMER is terminated and SOFTOMİ terminates the Agreement unilaterally without refund.
15. If the CUSTOMER wishes to transfer the software rented from SOFTOMİ together with its content, a new agreement is concluded between SOFTOMİ and the person/entity acquiring the software, and a new package sale is carried out. The package sale amount shall be equal to the current price of the package the CUSTOMER obtained from SOFTOMİ. SOFTOMİ provides training to the third party acquiring the software, carrier and payment integrations are re-performed in the name of the acquirer, and continuity of technical support processes is ensured.
16. The CUSTOMER may wish to receive a service beyond the features of the e-commerce package obtained from SOFTOMİ. In such a case, the CUSTOMER may purchase additional modules and software offered by SOFTOMİ and request their application to the site. If the requested additional software is software SOFTOMİ has not yet developed, SOFTOMİ conducts the necessary review and informs the CUSTOMER whether it can develop the software, and if so, the timeline and software development cost. Upon the CUSTOMER’s acceptance, the relevant payment is collected and the software development process begins. The CUSTOMER has no right to obtain services or modules from other companies or to request their addition to the site. SOFTOMİ will add to the e-commerce package it offers only software that it itself provides.
17. If any provision of this Agreement becomes invalid for any reason, then, to the extent not prohibited by law, such invalidity shall not affect the validity of any remaining provision, and the remaining provisions shall remain valid and in force as if the Agreement had been executed without the invalid provision.
18. SOFTOMİ recommends that its customers use POS terminals with SMS verification against credit card fraud. SMS verification services are available at all banks and payment institutions operating in Turkey. Customers should obtain confirmation from the bank or payment institution regarding transactions they consider suspicious and should ship products only after such confirmation.
19. The parties to the Agreement accept and undertake to act in accordance with general commercial law, ethics and custom, to protect their mutual interests in good faith, and to conduct their commercial activities fully in compliance with the laws of the Republic of Turkey.
20. SOFTOMİ is not liable for information for which the CUSTOMER is responsible within the software rented by SOFTOMİ. If the site contains sentences or images that may constitute offences under the TCK, if sales of pornographic products, products involving child exploitation, weapons or explosive-type products are detected, if products requiring approval from the Ministry of Health or the relevant ministry are sold without approval, if un-invoiced branded products are sold, if products requiring permission from the brand owner are sold without permission, or if replica product sales are detected, SOFTOMİ reserves the right to terminate the Agreement unilaterally without refund and cannot be held liable in any way for the publication or sale of such products.
21. If the legal owner of the domain name that is the subject of the Agreement and the natural person signing the Agreement are different persons, the CUSTOMER signing the Agreement accepts all legal liability arising from the Agreement. If the natural person signing this Agreement on behalf of the company lacks signing authority, that person is also personally liable to SOFTOMİ under the terms of the Agreement.
22. If the software rented by SOFTOMİ is not provided with a dedicated server for the CUSTOMER, it is published on the server where other CUSTOMERS’ sites are hosted. Because all customers use the same IP address, it is essential that this IP address is not blacklisted. To avoid blacklisting, the CUSTOMER must not send bulk advertising (spam) e-mails to persons and entities that are not members of the site and have not consented to receive mail. The bulk e-mail feature within the rented software covers notifications to sellers who have registered on the site. If the CUSTOMER sends bulk e-mail outside these persons, SOFTOMİ informs the CUSTOMER and warns against repetition. If the CUSTOMER nevertheless continues bulk mailing, SOFTOMİ terminates the Agreement unilaterally. At most one hundred (100) e-mails may be sent to sellers through the site within one hour. For volumes above this, services must be obtained from mailing service providers.
23. In the services it provides, SOFTOMİ carries out hardware and software measures at the highest level reasonably possible to protect data security in line with the nature of the service. However, having regard to the fact that even the world’s largest sites and software can be compromised, measures taken do not constitute an absolute, one-hundred-percent guarantee. It is known that high-traffic attacks occasionally disrupt services of all server providers, including banking systems. SOFTOMİ cannot be held liable for such attacks that temporarily interrupt service by slowing server providers’ systems where their continuation cannot be prevented, or for their consequences. SOFTOMİ cannot be held liable for cybercrime caused by third parties or for direct or indirect damages arising therefrom (unless gross technical fault or failure to take required security measures is established). Service interruptions that may occur in such situations cannot be alleged as SOFTOMİ’s failure to perform its contractual obligations.
24. All server providers supply their services on the assumption that no server hardware has failed and provide service with an uptime (uninterrupted publication time) of 99.5%. Failures that may occur in electronic devices purchased (computers, telephones, etc.) may also occur on servers. If such a failure occurs, SOFTOMİ is obliged to liaise with its server provider and restore the server to active status as soon as possible. The CUSTOMER knows and accepts the ordinary risks of use of any software and electronic devices referred to in the relevant provisions of the Agreement. The CUSTOMER cannot hold SOFTOMİ liable in any way for material damage that may arise from such risks.
25. The CUSTOMER and SOFTOMİ shall act in accordance with confidentiality principles regarding all ideas, information, content and documents transmitted in writing, orally, on magnetic media or otherwise between them; shall not use, distribute or disclose such information outside the purpose of the Agreement in any way to third parties; shall keep confidential all documents and information relating to products and services not yet publicly announced; and shall take all security measures necessary to prevent unauthorised use of such information.
26. The CUSTOMER accepts and declares that SOFTOMİ may, without any restriction or need for the CUSTOMER’s prior consent, publicly disclose that the CUSTOMER is a SOFTOMİ user and customer, use the customer’s name and logo in its own advertisements and promotions, and display the SOFTOMİ logo, link and brief service information (on a fixed basis) in the bottom section of the CUSTOMER’s website that benefits from the services under the Agreement.
27. All design, content, software, modules or any additional products and services not included in the package rented by the CUSTOMER are subject to fees separate from the rental fee under this Agreement. Depending on the nature of the requested service and product, additional products and services are priced under a separate agreement as a continuation of this Agreement. If these services have annual renewal fees, such fees are likewise priced under a separate agreement as a continuation of this Agreement.
28. SOFTOMİ is obliged to provide the features of the Package rented by the CUSTOMER and any additional features in supplementary agreements. The software provided by SOFTOMİ works in integration with many carriers, banks and other payment institutions by virtue of being included in the rented package content. For the CUSTOMER to benefit from these integrations, the CUSTOMER must conclude agreements with carriers, banks or other payment institutions. Concluding agreements with the third parties referred to in this clause is the CUSTOMER’s responsibility, and failure to conclude an agreement does not entitle the CUSTOMER to claim a refund on the ground that related features are not used. If some features included in the package or under supplementary agreements, or features offered as GIFTS, are not used by the CUSTOMER, no refund may be claimed for the relevant feature.
29. SOFTOMİ offers features for transferring products via API integration from marketplace sites such as n11.com and trendyol.com to the relevant seller’s store. Because circumstances such as n11.com or Trendyol.com closing their API services are outside SOFTOMİ’s responsibility, no refund may be claimed from SOFTOMİ on the ground that the relevant service is not provided.
30. Unless a special agreement is made, SOFTOMİ integrates the site with carriers, payment institutions and other third parties with which the CUSTOMER has agreed, as included in the package. If the CUSTOMER ceases its commercial relationship with third parties or third parties cease operations, or for any other reason outside SOFTOMİ that prevents the CUSTOMER from working with third parties, SOFTOMİ is obliged to perform the new integration by charging the CUSTOMER a further integration fee.
31. FORCE MAJEURE: Events that did not exist and were not foreseeable at the date of signing of the Agreement and that arise outside the parties’ control—including but not limited to natural disasters, fire, government actions, national mobilisation, riots, war or acts of war, strikes, lockouts, coups d’état, pandemics—which make it impossible or partially or wholly prevent one or both parties from performing, or from performing on time, their contractual debts and liabilities, shall be accepted as force majeure. If any such event occurs, the parties’ obligations under this Agreement are suspended. If the cause continues for thirty (30) days, either party may terminate the Agreement without compensation. Rights and receivables accrued before termination remain reserved.
32. SOFTOMİ backs up all customers’ sites every night using cPanel’s backup system. SOFTOMİ retains these backups for seven (7) days. The company from which SOFTOMİ obtains server services also retains backups for seven (7) days retrospectively. SOFTOMİ checks daily whether backups are taken correctly by the backup system. A technical error during backup may result in the site backup not being taken fully or partially. If such a situation arises, SOFTOMİ performs the necessary checks and reactivates the backup system.
33. If, in addition to the CUSTOMER’s current package features, the CUSTOMER needs different features and requests their development from SOFTOMİ, SOFTOMİ reviews whether the requested feature can be developed within the C2C marketplace software and, if it can be developed, informs the CUSTOMER of the additional delivery timeline and service fee for the features to be added. If the additional feature is requested after project delivery, a separate agreement is prepared for that work. If the additional feature is determined during the CUSTOMER’s package purchase process, this Agreement also covers the additional features.
34. SOFTOMİ will exercise utmost care to fulfil its obligations under Law No. 6698 on the Protection of Personal Data (KVKK).

CANCELLATION AND REFUND TERMS

Before purchase, the CUSTOMER may request the passwords for the DEMO e-commerce site prepared by SOFTOMİ at https://pazaryeri.demoist.site/ and review the infrastructure of the e-commerce site to be received. The CUSTOMER completes the purchase by paying. Payment may be made by bank transfer/EFT or credit card. Following payment, SOFTOMİ shall install the relevant e-commerce package at the CUSTOMER’s request and deliver it to the CUSTOMER. Unless project-specific developments (if separately agreed), carrier and payment institution integrations, Parasut integration and integrations with other third parties apply, the installation period is five (5) business days. After the site passwords are communicated, the CUSTOMER may review its site within forty-eight (48) hours and, without stating any reason, waive the service and request a full refund of the amount paid. For such refund to be possible, the CUSTOMER must not have received any technical support from SOFTOMİ during that period.

SOFTOMİ enters into agreements with other companies taking into account its current workload. Considering the number of engagements it has accepted and the technical support and development timelines accordingly, SOFTOMİ may quote delivery periods for future work that are longer than would otherwise be necessary. Because of longer quoted delivery periods, SOFTOMİ may be unable to accept likely work and may suffer commercial loss. Therefore, if forty-eight (48) hours have passed since the CUSTOMER purchased the product, the CUSTOMER may not withdraw from the purchase or request a refund.

If the CUSTOMER’s agreement with a carrier is delayed, the carrier responds late during SOFTOMİ’s testing, the CUSTOMER concludes an agreement with a payment institution late, the CUSTOMER sends its logo late for iOS and Android app preparation, or if the CUSTOMER wishes apps uploaded to its own accounts but fails to open those accounts or sends credentials to SOFTOMİ late, the number of days equal to the delay shall be added to the project delivery period.

ACCEPTANCE AND ENTRY INTO FORCE

This annex to the Agreement, consisting of the numbered provisions set out above, is an integral part of the main agreement; payment terms are as stated in the main agreement. It enters into force upon mutual signature by the PARTIES, transmission by e-mail, or payment via the credit card payment link generated on SOFTOMİ’s website (https://www.softomi.com). Prior to receiving the service, the Agreement has been prepared and laid out so that the CUSTOMER can read it comfortably. Istanbul courts and enforcement offices shall have jurisdiction for any disputes arising from application of the Agreement.

Date: ……./…..…/..……

SOFTOMİ                                                                  CUSTOMER