Article 1. Parties
This User Agreement (“Agreement”) is entered into between Salyangoz Teknoloji A.Ş. (“Company”) and the person who registers as a user (“User(s)”) on the site located at www.yengec.co (“Site”), or the person who uses the services offered by the Company through the Site. Persons or entities that will receive services under this Agreement accept and declare that they use the services offered by the Company for the purposes of their commercial activities.
Company Registered Electronic Mail (KEP) Address and E-Mail Address: [email protected]
Address: Düzce Teknopark Teknoloji Geliştirme Bölgesi, Orhangazi Mahallesi Teknopark Caddesi No: 1 / Z06, Z07, BBK-01 Merkez / Düzce, Turkey
Mersis No: 0742045163800011
The Agreement enters into force upon its acceptance by the User in electronic form or upon commencement of use of the services offered by the Company, and shall remain in force unless terminated by the parties in accordance with the procedures set out in the Agreement.
Article 2. Subject Matter and Scope of the Agreement
This Agreement is entered into by the User for the purpose of determining the rights and obligations of the parties regarding the User’s use, on a time-limited, non-transferable and non-exclusive basis, of the integration application (“Application”) offered through the Site, which varies according to the package purchased by the User, between contracted cloud-based marketplace and cargo services and the pre-accounting system with which the Company is integrated, as announced on the Site, and regarding the terms and conditions relating to the data uploaded to the Site by the User (“Content”). The terms of use, rules and conditions offered by the Company to Users regarding the use of the Site and the Application, as well as the prices announced on the Site, also constitute an annex to and an integral part of this Agreement and, together with the rights and obligations set out herein, constitute the entirety of the rights and obligations of the parties.
The scope of the Application may change and expand over time as announced by the Company on the Site; the term “Application” as used in this Agreement includes, without limitation, artificial intelligence (AI) powered features and credit-based services, application programming interface (API) services, bank and payment institution integrations/applications, and e-Invoice/e-Archive and e-mail sending modules.
Article 3. Rights and Obligations of the Parties
3.1 The User declares that it is aware that, in order to benefit from the Application, it must approve this Agreement by providing the information requested by the Company completely, accurately and in an up-to-date manner. In the event of any change in the information provided at the time of establishment of User status, such information shall be updated immediately. The Company shall not be liable for any inability to access or benefit from the Site or the Application arising from such information being incomplete, inaccurate or not up to date.
3.2 The User declares that it has reached the age of 18 and has the legal capacity required to enter into this Agreement and the capacity to act on behalf of the Company. If the User accesses the Site on behalf of a business, the User accepts and declares that it holds the necessary authority in this respect. In such case, the User status and the rights and obligations hereunder shall belong to that business.
3.3 The User is entitled to establish only a single User account, and following the suspension or termination of a User account by the Company, it is prohibited for the User to establish a second account using the same or different information. The Company reserves the right to refuse to open a User account at its sole and absolute discretion, without stating any reason.
3.4 Access to the Site by the User shall be made using an e-mail address and password. The User shall be responsible for protecting the confidentiality and security of such password, and any and all activity carried out through the use of such information via the Site shall be deemed to have been carried out by the User, with any and all legal and criminal liability arising from such activities belonging to the User. The User shall immediately notify the Company upon becoming aware of any unauthorized use of its password or any other breach of security.
3.5 The User accepts and undertakes that it will use the Application only for lawful activities and will act in accordance with this Agreement, its annexes, applicable legislation and other terms and conditions stipulated on the Site regarding the Application. The User may use the Application and the Site on behalf of third parties for as long as it is authorized to provide services to such third parties. In this context, the User shall ensure that such persons also act in accordance with this Agreement and all other provisions applicable to them.
3.6 The User may, from time to time, authorize a third party (the “Authorized User”) to use the Application. Who the Authorized User will be and the level of authority within the Application shall be determined by the User. The User shall be responsible for the Authorized Users’ use of the Application, shall at all times control the Authorized Users’ access to the Application, and may at any time and without any reason change the Authorized User’s access level to the Application or revoke its access. In the event of a dispute between the User and an Authorized User regarding access to the Application, the decision as to the Authorized User’s access to, and level of access to, the Application or the Content shall be made by the User.
3.7 The Integration shared by the User is owned by the User, and any and all liability relating to the Integration belongs to the User. The Company is entitled to use the Integration under the license provided to it by the User under this Agreement. The Company shall not be held liable for the Integration or for any loss or damage that the Integration may cause, and, without limitation, the Company bears no liability whatsoever with respect to compliance with law, the accuracy of the Integration, the payment of invoices, the collection of receivables, financial transactions and tax reporting. Ensuring compliance with applicable legislation regarding financial transactions, taxes and other matters is the sole responsibility of the User. The User accepts that the Company may delete the Integration from the Application and its systems based on requirements arising from applicable legislation, particularly financial regulations, and that the Company shall not be liable for any damages, including lost data, that may arise in this context.
3.8 The User accepts and undertakes that, in the event the Company or the Application is hosted by third parties, it will not engage in activities that endanger the security and integrity of the computer and network systems of such third parties; will not use, or misuse, the Application, or the other systems on which the Application, the Site or the services are provided, in a manner that would prevent or damage the functioning of such systems or their use by other users benefiting from the Application and the Site; will not gain unauthorized access to the computer systems hosting the Application or to the Application beyond the scope of access granted to it; will not transfer or upload to the Site any files or unlawful Content (including any Content or other materials protected by copyright or constituting a trade secret which the User has no right to use) that would harm the computer systems, devices and software of the Company and third parties; and, unless absolutely necessary for ordinary use, will not modify, copy, adapt, reproduce, generate the source code of, or reverse engineer, the computer programs used in the provision of the services or the operation of the Site.
3.9 The User accepts that its use of the Application may be subject to restrictions, including monthly transaction and storage volume limits. Such restrictions shall be specified within the Application.
3.10 The User shall retain copies of the Content uploaded to the Application. While the Company complies with the necessary policies and procedures to prevent data loss, it does not warrant that the loss of Content will not occur. The Company shall not be liable for the loss of Content, regardless of how it arises.
3.11 The Company shall store and use the information and data shared with it by the User in accordance with the “Privacy Policy” attached hereto as an annex to this Agreement. The User accepts that the Company may share the User’s information in its possession with the competent authorities upon their request pursuant to applicable legislation. Other than that, information relating to the User and to the transactions carried out by the User through the Site may be used for the User’s security, for the performance of the Company’s obligations, and for certain statistical evaluations. The Company also has the right to share the Integration with other users in order to provide requested services such as sending invoices and sharing payment information. If the User wishes to use another user’s Integration, it shall obtain the consent of the relevant user and shall use such Integration within the scope of the consent given by that other user. Such information may also be classified and retained in a database, and the Company may, after anonymizing such data, use the User’s usage and transaction information for performance evaluations, marketing campaigns of the Company and its business partners, annual reports and similar activities, for as long as necessary for such purposes. The User accepts that the Integration and other information may be stored by the Company or third parties in data centers located in Turkey or abroad.
3.12 In the event of technical issues relating to the Application, the User shall make reasonable efforts to identify and diagnose the issue before contacting the Company. If the User’s need for technical support continues, the necessary support shall be provided through the Site, the Application or other appropriate channels.
3.13 In the event communication tools (such as forums, chat tools or a message center) are made available to the User through the Site, the User declares and undertakes that it will use such communication tools solely for lawful purposes. The User shall not use such communication tools to share materials outside the purpose of the Application, including but not limited to the sale of products and services, e-mails sent without the recipient’s consent, files that may harm the software and computer systems of third parties, content that is defamatory towards other users, or any unlawful content. The User undertakes that it holds the authority to engage in any and all communications it makes through the Site. The Company has no obligation to verify the appropriateness of communications made through the Site or whether they serve the purposes for which the Application is used. With respect to other web-based communication tools accessed through, or used in connection with, the Application, the User shall likewise exercise the diligence it is obliged to exercise when using the communication tools provided through the Site. The Company has the right, at its own discretion, to remove the communication tools it provides through the Site at any time. The User or its authorized representative accepts that communications made through these channels may be monitored or recorded by the Company, and that, in the event the User or its authorized representative insults, shouts at, or engages in similarly demeaning conduct towards a customer representative through these communication channels, the Company may immediately terminate the service it provides without compensation, and the Customer may not make any claim for compensation or similar relief on account of such uncompensated termination or any data loss.
3.14 The Company is entitled to revise this Agreement and its annexes without any prior notice, and if this right is exercised, the relevant change shall enter into force upon the User’s next use of the Site. If the User does not accept such changes, it reserves the right to terminate this Agreement in the manner set out below.
3.15 The User may not, in any manner, transfer or assign its User account or the rights and obligations arising from this Agreement and the use of the Site to any third party.
3.16 In the event the User acts contrary to this Agreement or to the other terms and conditions set out on the Site, or to its representations and undertakings in this context, the Company shall be entitled to suspend the User’s membership, or to terminate the Agreement in the manner set out below and thereby terminate the User’s status. In such event, the Company reserves the right to claim from the User any damages arising from such breach.
3.17 The User accepts and declares that, together with this Agreement, it has read the clarification text, the consent text, the cookie policy, the retention and destruction policy and the data subject application form published on the Site with respect to the legislation on the Protection of Personal Data, and that these shall be updated as set out on the Site.
3.18 The User accepts and undertakes that, when sharing its own customers’ personal data with the Company in the course of the performance of this Agreement, it has obtained the necessary permissions and completed the necessary procedures, and that it shall, in this context, immediately pay, upon the Company’s request, any damages the Company may incur, including attorney’s fees.
3.19 The Company may claim from the User, without any need for prior notice, court order or the consent of any third party, any and all direct damages it incurs due to the User, including but not limited to judicial and/or administrative fines it incurs, as well as any and all payments and expenses it has made or will make in the future, including but not limited to compensation debts arising from third-party claims (including but not limited to court costs, fines, taxes, duties and charges, and all similar expenses).
3.20 The Company may obtain support from third-party software providers in providing the services under this Agreement and may transfer part or all of the work to third-party providers without obtaining approval.
Article 4. Payment Terms
4.1 The User may benefit from the Application only against payment, in full and without deficiency, of the fees announced on the Site, in accordance with the payment terms and means announced on the Site.
4.2 The User may use the Application free of charge for the period specified on the Site. Upon expiry of such trial period, the User’s membership shall become a paid membership, to be determined according to the type of service level, functionality, campaigns or contract duration. Fees relating to the Application, payment terms and the effective dates of fees shall be announced in the relevant sections of the Site. The User may, at its own discretion, upgrade its membership package. Requests in this respect shall, unless otherwise provided by the Company, be implemented at the end of the relevant membership period. Changes made to the fees and payment terms of the membership package during the User’s membership period shall not apply until the end of the User’s membership period; new fees and payment terms shall become effective with the commencement of the new membership period. No refund shall be made by the Company in the event the membership terminates for any reason during the membership period, including termination of the Agreement. In this context, the User may not claim any fee or refund from the Company on account of early termination for the prepayments it has made.
4.3 Unless the User requests otherwise up to 7 (seven) days before the end of a period, the User’s membership shall be automatically renewed at the end of each period.
4.4 The Company shall send an invoice for the usage fees to the contact address provided by the User at the beginning of the membership period. All invoices shall, in the case of post-paid membership, cover the fees for the preceding membership period, and in the case of pre-paid memberships, the fees for the following membership period. The User shall pay the relevant amount on the invoice within 7 (seven) days following the invoice date. The User is responsible for the payment of any taxes and duties relating to such fees.
4.5 The Company, or third parties approved by the Company, may store the User’s credit card and payment information in order to carry out membership and payment transactions, bank integration and related updates. The service fee shall be charged monthly from the relevant credit card, and in the event the service fee cannot be charged to the credit card, the Company may partially or fully suspend the service it provides, and the Company shall not be held liable for any data loss or similar losses of the User arising for this reason. The Company may, at its own discretion, suspend all data and all automation services due to late payment or non-payment.
Article 5. Intellectual Property Rights
5.1 Any and all intellectual property rights and interests in the Site and the Application, whether registered or not, belong to the Company. A personal, worldwide, royalty-free, non-transferable and non-exclusive license to use the Site and the Application is granted to the User under this Agreement. No provision of this Agreement or of the other terms relating to the Site may be construed as transferring to the User any rights or interests relating to the Site or the Application. The User does not grant the Company the right to use, copy, transmit, store and back up the User’s information and Content under this Agreement for purposes relating to the User’s access to and use of the Application and for other purposes relating to the provision of the services. The Company is entitled to sub-license the Content to third-party developers for the purpose of providing the services.
5.2 The User has no right, in any manner or for any reason whatsoever, to copy, modify, reproduce, reverse engineer, decompile or otherwise access the source code of the software on the Site, or to create derivative works from the Site. It is strictly prohibited to modify the browser and contents relating to the Site in any manner, or to link to or from the Site without the Company’s express permission.
5.3 The User may not, in any manner, use the Company’s (or its affiliates’) trade name, trademark, service mark, logo, domain name or the like.
5.4 The User has no obligation to provide feedback in connection with the service it receives from the Company; however, the Company, entirely at its own discretion, is entitled to use, license, distribute, sell and reuse feedback it receives in order to improve the service it provides, with respect to any matter constituting a tool within the scope of the activities carried out by the Company, including any and all hardware and software. In this context, the User shall not claim any consideration whatsoever under any name or title, and the intellectual property rights relating to such feedback shall belong to the Company.
Article 6. Limitation of Liability
6.1 The Application, software and all other content within the scope of the Site are provided “AS IS” on the Site, or to the extent determined by the Company, and, in this context, the Company assumes no liability or undertaking whatsoever with respect to the accuracy, completeness and reliability of the Application, software and content. The User understands and accepts that the Company also makes no undertaking as to the relationship between the Content and other User data.
The Company does not warrant that the Application will operate uninterruptedly, error-free, securely or flawlessly. The Company shall not be liable for any access, continuity or performance issues arising from the use of the Application or from various technical causes.
As the Company does not have direct control over the internet infrastructure used for the operation of the Application, third-party service providers, integration services, data sources provided by the User, or similar external factors, it shall not be liable for any interruption, delay, data transmission error or similar situation arising from such factors.
While the Company aims for the Application to be accessible and usable 24/7, it makes no warranty regarding the functioning and accessibility of the systems providing access to the Application. The User accepts that access to the Application may be blocked or interrupted from time to time. The Company shall not be liable in any way for such blocking or interruptions.
6.2 The User accepts and declares that links to other websites and/or portals, files or content not under the Company’s control may be provided through the Site, that such links do not constitute any representation or warranty of any kind for the purpose of endorsing the website or its operator to which such links lead, or regarding such website or the information it contains, and that the Company has no liability whatsoever regarding the portals, websites, files, content, services or products, or their content, accessed through such links.
6.3 The User accepts that access to the Application and Applications offered through the Site, and the quality thereof, largely depend on the quality of the service obtained from the relevant Internet Service Provider, and that the Company has no liability whatsoever for issues arising from such service quality.
6.4 THE USER IS SOLELY RESPONSIBLE FOR THE CONTENT IT UPLOADS AND FOR ITS USE OF THE SITE AND THE APPLICATION. THE USER ACCEPTS THAT IT SHALL HOLD THE COMPANY HARMLESS FROM ANY AND ALL CLAIMS AND DEMANDS (INCLUDING LITIGATION COSTS AND ATTORNEY’S FEES) THAT MAY BE ASSERTED BY THIRD PARTIES IN CONNECTION WITH INTELLECTUAL PROPERTY INFRINGEMENTS OR THE USE OF THE CONTENT, THE APPLICATION AND THE SITE.
6.5 THE COMPANY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, LOSS OF DATA, LOSS OF GOODWILL AND REPUTATION, AND EXPENSES INCURRED FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS AND SERVICES. IN ADDITION, THE COMPANY FURTHER DECLARES THAT IT MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY’S LIABILITY UNDER THIS AGREEMENT SHALL, IN ANY EVENT, BE LIMITED TO THE AMOUNT PAID BY THE USER UNDER THE SERVICES SUBJECT TO THIS AGREEMENT UP TO THE DATE THE RELEVANT DAMAGE AROSE.
Article 7. Term and Termination of the Agreement
7.1 This Agreement shall enter into force upon its acceptance by the User in electronic form or upon the use of the service, and shall remain in force unless terminated by either party in the manner set out below.
7.2 Either party may terminate this Agreement at any time, without stating any reason and without paying compensation, by giving one (1) week’s prior written notice to the e-mail address notified by the other party. In the event of termination, the payments made shall not be claimed back by the User in any way, and, if there is a commitment, the entire fee relating to the committed period shall be paid to the Company as an early termination fee upon termination.
7.3 If either party fails to fully and duly perform its obligations arising from this Agreement and fails to remedy such breach within the period specified in a written notice given by the other party, this Agreement may be terminated by the party giving such notice. If such breach is not remedied by the User, the Company shall have the right to suspend the User’s status and account, or delete all data, until the breach is remedied. In the event the User violates applicable legislation, the Company may terminate the Agreement for just cause with immediate effect, and the User shall not make any refund claim.
7.4 Termination of the Agreement shall not eliminate the rights and obligations of the parties that have accrued up to the termination date. Upon termination of the Agreement, the User shall remain responsible for all fees and expenses accrued up to that date, shall not be able to claim back the payments it has made, and shall no longer be able to use the Site and the Application as of the termination date.
Article 8. Miscellaneous Provisions
8.1 The invalidity, unlawfulness or unenforceability of any provision of this Agreement, or of any statement contained herein, shall not affect the validity and effectiveness of the remaining provisions of the Agreement. The provision held to be invalid shall be applied or interpreted to the extent that it protects the Company’s interests.
8.2 This Agreement and any annexes thereto constitute a whole. In the event of any conflict between the Agreement and its annexes, the provisions of the relevant annexes shall prevail.
8.3 The article headings contained in this Agreement shall not affect the interpretation of the statements contained in the articles of the Agreement, and the statements in the relevant articles shall apply literally.
8.4 Communication shall be made through the e-mail address provided by the User at the time of registration, or through general notices published on the Site. Communication by e-mail shall replace written communication and shall constitute conclusive evidence. It is the User’s responsibility to keep its e-mail address up to date and to regularly check the Site for notices. In this context, any changes made by the Company to this Agreement shall also be announced by notice to such e-mail address.
8.5 The User accepts and declares that, in the event of the termination or expiry of this Agreement, Articles 5, 6 and 8 shall remain in force for a period of 5 years from the date of termination or expiry.
8.6 The Company may assign its receivables arising from this Agreement without being subject to any prior approval.
8.7 Istanbul Central (Çağlayan) Courts and Enforcement Offices shall have exclusive jurisdiction over any disputes arising from this Agreement and its annexes.
ADDITIONAL PROVISIONS (ARTICLES 9-15)
The provisions of Article 9 through Article 15 below are supplementary and additional to the provisions of Article 1 through Article 8 of this Agreement above, and, unless explicitly stated otherwise, do not change the numbering or text of the existing provisions under Articles 1-8. In the event of any conflict between an additional article and the original article it refers to, the subsequently added article, being specific to the relevant subject matter, shall apply.
Article 9. Definitions
9.1 “Integration”: The term “Integration” used in Articles 3.7 and 3.11 means any and all account information, authorization information (such as API keys, usernames and passwords, tokens and the like) and settings belonging to the User’s marketplace, cargo and/or pre-accounting/accounting systems, together with any and all data and materials synchronized between such systems through the Application.
9.2 “Partner”: A third party that, in its capacity as a business partner of the Company, sells certain Packages or modules within the scope of the Application (e.g. e-Invoice credit packages, bank/payment integrations and the like) directly to the User, or that actually provides the service relating to such packages.
9.3 “Package”: The service or usage-right level selected by the User through the Site, the scope, duration or usage/credit amount, fee and payment period (monthly, annual, or one-time/credit-based) of which are announced on the Site.
9.4 “Membership Period”: The validity period of the time-bound Package purchased by the User, being one (1) month for monthly Packages and twelve (12) months for annual Packages.
9.5 “Commitment Period”: In the event the User selects an annual Package, the twelve (12) month period to which the fee paid in advance under such Package relates and which binds the User pursuant to Article 10.1, equivalent to the relevant annual Membership Period.
9.6 “Credit/Usage-Based Package”: A type of Package that is purchased on a one-time basis, not tied to any specific Membership Period, in exchange for a predetermined amount of usage (e.g. e-Invoice credits, API calls, AI credits).
Article 10. Additional Provisions Regarding Payment, Packages and Refunds
10.1 In the event the User selects an annual Package, the entire Package fee shall be collected in advance at the beginning of the relevant Membership Period. By purchasing an annual Package, the User accepts that such payment relates to the entirety of the Commitment Period (12 months) and that it is bound for the duration of the Commitment Period.
10.2 Before completing the purchase of an annual Package, the User shall, by ticking the approval step separately offered for this purpose on the Site (e.g. a checkbox), declare that it has read and expressly accepted that the fee it has paid shall not be refunded under any circumstances, even if partially or fully unused during the Membership Period/Commitment Period, except for the general rule set out in Articles 4.2 and 7.2 and the exception set out in Article 14.1.
10.3 This Agreement is entered into exclusively within the scope of the User’s commercial activity. Accordingly, Law No. 6502 on the Protection of Consumers, the Regulation on Distance Contracts and the provisions of the aforementioned legislation regarding the right of withdrawal shall not apply to this Agreement; the User accepts that it does not have a right of withdrawal under this Agreement.
10.4 A request by the User to downgrade its annual Package to a shorter-term Membership Period shall only be implemented at the end of the then-current Commitment Period and the commencement of the new Membership Period; downgrade requests made during the Commitment Period shall not give rise to any right to a partial refund.
10.5 If the User purchases a Package or module within the scope of the Application from a Partner rather than directly from the Company, any and all requests relating to such Package or module, including but not limited to refunds and cancellations, shall be handled exclusively with the relevant Partner. The Company has no authority or liability whatsoever regarding the refund or cancellation of Packages or modules purchased through a Partner.
10.6 For Credit/Usage-Based Packages, including e-Invoice credit packages, no refund shall be made under any circumstances after the purchase transaction is completed, and such packages may not be returned. The User may use the credit or usage right it has purchased at any time during the validity period of the relevant Package; there is no cancellation mechanism for Credit/Usage-Based Packages. In particular, since the fee for activated e-Invoice credit packages has been paid to the relevant Partner, refund requests for such packages shall under no circumstances be accepted.
10.7 In the event the party issuing the invoice for the service provided to the User (the Company or the Partner) ceases its commercial activity after collecting payment (due to liquidation, termination of its trade name or tax liability, or the like), it is essential that such party, before ceasing its activity, make the necessary announcement regarding any receivables and refund requests owed to Users, if any. In cases where a refund invoice cannot be issued for an amount already collected because the party that issued the original invoice no longer exists, or is unable to issue a refund invoice under applicable legislation, no refund shall be made with respect to such amount; the Company assumes no liability whatsoever in this context.
10.8 With respect to the automatic renewal process set out in Article 4.3, the User may, up to the end (renewal) date of the relevant Membership Period, request cancellation entirely digitally, through the “My Subscriptions” (or equivalent) section on the Application/Site, without any need for written notice; in such case, no automatic renewal shall take place. This paragraph updates the phrase “up to 7 (seven) days before” set out in Article 4.3 in favor of the User, and applies in place of Article 4.3 to the extent it conflicts with this paragraph.
10.9 Payment made by the User extends the relevant Membership Period according to the type of Package (one month for monthly Packages, one year for annual Packages); in cases where a free trial period is offered, the relevant Membership Period is automatically defined in the system together with the first payment made at the end of the trial period. On the renewal date, the fee is automatically collected from the registered credit card pursuant to Article 4.5. If the payment cannot be collected from the registered card, the Company shall notify the User every other day; if the payment cannot be made by the end of the fifth (5th) day following the first collection attempt, the User’s membership/Package shall be automatically cancelled by the system.
10.10 The free usage (trial) opportunity set out in Article 4.2 applies only to the Packages and Application modules separately announced by the Company on the Site for this purpose. The API service, modules through which sending is made from the User’s own e-mail address, and certain other Application modules may be offered directly as paid, without a free trial period.
Article 11. Additional Provisions Regarding Liability
11.1 The limitations of and exemptions from liability set out in Article 6 shall not apply to damages arising from the Company’s intent or gross negligence; the mandatory provisions of Turkish Code of Obligations No. 6098 remain reserved with respect to such cases.
11.2 The damages the Company may claim from the User pursuant to Article 3.19 are limited to damages arising from the User’s conduct in breach of this Agreement or applicable legislation, or from the User’s fault or wrongful act or transaction.
Article 12. Confidentiality and Trade Secrets
12.1 Each party undertakes to keep confidential, not to disclose to third parties, and to use solely for the purpose of performing this Agreement, any and all commercial, financial and technical information, business processes, pricing information, customer information and similar information belonging to the other party that is not publicly available and that it becomes aware of during the performance of this Agreement (“Confidential Information”).
12.2 This Article does not eliminate the obligations under the Privacy Policy referred to in Articles 3.11 and 3.17, or under applicable personal data protection legislation, with respect to the processing of personal data belonging to the User or third parties; this Article covers commercial and technical Confidential Information that does not constitute personal data.
12.3 The confidentiality obligation shall not apply to information whose disclosure is legally required, information that has become public without the fault of the relevant party, or information that must be shared upon the request of competent official authorities.
12.4 This Article shall remain in force following the termination of the Agreement for the period specified in Article 15.2.
Article 13. Force Majeure
13.1 Neither party shall be held liable for its failure to fully or timely perform its obligations under this Agreement due to natural disaster, fire, epidemic, war, mobilization, act of terrorism, cyber-attack (such as DDoS and the like), general electricity, internet or telecommunications infrastructure outages, binding decisions taken by competent authorities, or other unforeseeable circumstances arising beyond the reasonable control of the parties (“Force Majeure”).
13.2 A Force Majeure event shall be notified in writing to the other party within a reasonable period (5 business days) from the time it becomes known to the affected party.
13.3 If a Force Majeure event continues uninterruptedly for more than thirty (30) days, either party may terminate this Agreement without compensation. In such event, the refund rules set out in Articles 4 and 10 shall continue to apply; however, the service fee corresponding to the period of Force Majeure during which the service could not actually be used may, at the Company’s reasonable discretion, be offset against the following Membership Period.
Article 14. Additional Provision Regarding the Right of Termination
14.1 In addition to the provision set out in Article 7.3, if the Company breaches a material obligation arising from this Agreement and fails to remedy such breach within a reasonable period of at least ten (10) business days specified in a written notice given by the User, the User may terminate the Agreement for just cause with immediate effect. In such event, as an exception to the refund prohibition set out in Articles 4.2 and 7.2, the portion of the fee prepaid under the annual Package that corresponds to the months following the termination date that have not yet commenced shall be refunded to the User.
Article 15. Governing Law and Duration of the Additional Provisions
15.1 This Agreement and its annexes are governed by the laws of the Republic of Turkey.
15.2 The provisions set out in Articles 9 through 14 of this Agreement shall, in addition to the periods specified in Article 8.5, remain in force for a period of 5 (five) years from the termination or expiry of the Agreement.
