|Title / Person
|Project Start Date
|Project Release Date
|Annual Renewal Fee
* This is an English translation. In case of any difference in meaning between the original Turkish text and the English translation, the Turkish text shall apply.
1.1. In the continuation of the contract, the Developer, Infrastructure Provider and Hosting Company Demresa Bilişim Yazılım Rek. And Dan. Speed. Domestic and Foreign Trade. Ltd. Sti briefly Demresa As, the person/institution who is a Demresa Software System user and mentioned above in the Customer information section is briefly Customer will be referred to as.
1.2. Notifications regarding the provision of contract-related services can be sent to the e-mail addresses specified by the Customer. In this case, the messages sent by Demresa to the Customer by e-mail and the records in electronic form are considered conclusive evidence in accordance with the relevant article of the Code of Civil Procedure.
1.3. The addresses specified by the customer in the contract are accepted as notification addresses. If there is any change in the company's title, business address or signature authority of authorized persons, it will notify the other party within 7 (seven) business days at the latest following the registration of these changes in the actual and trade registry. If these changes are not notified within the relevant period, all documents such as invoices, delivery notes, letters sent under the old title and/or address of the other party will be deemed to have been sent under the new title and/or address. It accepts all debts and obligations that have arisen and will arise due to documents that put the company in debt, such as all checks and promissory notes signed by persons authorized to sign on both sides or by persons who lost their signature authority before this change, in case their signature authority changes.
2. SUBJECT AND PURPOSE OF THE CONTRACT
This agreement is based on the computer named DemreSoft, developed by Demresa, which is a software system that enables the Customer to provide content, perform accounting transactions, market or sell any product or service he wishes, provided that it is legally prohibited within the scope of his commercial activities, by using a specified internet address on the internet. It determines the rental of software (Internet-based software service), the hosting of the Customer's products, services, content, photographs and information on the internet with this software, and the hosting conditions, service provider services, and the qualities, quantities and limits of installation and after-sales services. The software named DemreSoft is installed on a domain specified by the customer. The customer manages the system with the username and password defined for him/her via https://demresoft.com. With the entry into force of this agreement, the parties agree that the transactions to be carried out will be carried out in accordance with the principles and provisions specified in this agreement, and that in matters not regulated in the agreement, T.T.K. and the relevant legal legislation is valid, and the Customer accepts and declares that he has signed this contract as a prudent trader. Partial invalidities that may arise in the contract do not negate the validity of the remaining part of the contract. Demresa has the right to upgrade and update the package content when deemed necessary or in case of technical requirements.
3. RENTAL PRINCIPLES
3.1. The DemreSoft system developed by Demresa is an advanced web software system with a certain infrastructure. In addition to the software, the customer can add the features he requests to his project. This information is included in the Service Content line in the table on page 1.
3.2. The software rental start date is the date on which the Demresa Employment Agreement is filled and signed, and the total software rental period is (1) (one) year. The service period will not be extended in case of service interruptions or similar situations arising from the customer's fault, default or the customer. It is the Customer's obligation to fix all problems such as software, computer, operating system that may occur in the Customer's own usage area (home, work and other areas of use).
3.3. If there is no written notification from one of the parties at least (15) days before the end of the rental period, the rental agreement will automatically be extended for another 1 (one) year (renewed under the same conditions). If one of the parties gives a notice of termination in due time, the contract terminates with all its provisions. The fee to be paid in case of renewal is determined in Article 7. If the rental fee or renewal fee is not paid by the Customer within 7 (seven) business days, Demresa terminates the contract unilaterally without the need for warning.
3.4. Demresa always takes and stores daily backups of the Customer's content on different servers. If the CUSTOMER wishes to terminate the rental at the end of the rental period, the Customer must request in writing within 7 (seven) days via XML or EXCEL a copy of the latest version of the order, member, service and content product data in the CUSTOMER's database at the end of the service. is given to the Customer. If the customer does not request the data, all contents will be deleted from the Demresa system 7 (seven) days after the end of the contract for data security purposes. If the customer wants to continue renting the system at the end of the rental period, the system will continue to operate without any changes to the system content.
3.5. The Customer cannot rent or transfer the software rental services received from Demresa with this agreement, and its rights and responsibilities arising from this agreement, to third parties (except group companies belonging to the Customer) in any way, without the prior express written consent of Demresa, cannot share or share. Violation of this Article gives Demresa the right to unilaterally terminate the contract without refund.
3.6. Demresa shall, without any limitation or prior consent of the Customer, disclose to the public that the Customer is a Demresa user and Customer, publish the Customer's name and logo in its own advertisements and promotions (portfolio and reference section), and ensure that the Customer benefits from the services included in the contract. The Customer accepts and declares that he/she is authorized to keep the Demresa logo, link and brief information about the service (fixed) at the bottom of the website.
3.7. Demresa may receive secondary services from different persons or organizations in the system infrastructures required for the services it offers to the Customer (such as Bulk SMS Sending, Social Media Connection arguments, XML integrations), and may leave the provision of certain services partially or completely to third parties. Demresa cannot be held responsible for the persons or institutions involved in the system infrastructure or in the provision of certain services not fulfilling the services they have undertaken or performing them incompletely.
3.8 In case of a possible server problem, Demresa may put the system on the air on a different server owned by Demresa on the same day, except for Force Majeure in Article 5. During the transition to a different server environment, DNS will change worldwide within approximately 48 hours, so this process is done with customer approval.
4.1. Demresa undertakes the confidentiality and security of all Customer information. This commitment is guaranteed since neither Demresa nor any third party or Company will technically be able to access the Customer's private information.
4.2. The software rental service is hosted on Demresa's servers, and no one other than Demresa has the authority to access or interfere with FTP, source codes, or access to the database. Software source codes and database are under the control and access of Demresa and all rights are reserved. The customer does not have any rights over the source codes and database other than the right to use them in return for rent. He cannot demand that the codes or database be given to him, he cannot share it with third parties, and he cannot take it himself in any way. Article 3.4. Information based on the content contained in the website can be sent to the customer as Excel or XML.
4.3. In mail order and credit card based sales made by the Customer, credit card information of third parties is never kept on the Demresa server. It cannot be held responsible for any credit card inaccuracies or errors that may arise here, as this information is not kept on its servers and it cannot be seen. Legal responsibility for all financial and personal information belonging to 3rd parties belongs to the Customer, unless it is proven that Demresa has made a clear technical defect or a violation of the necessary security measures. If the damages incurred due to the use of financial and personal information of third parties are directed to Demresa, the Customer accepts, declares and undertakes to compensate the damages and losses of the third parties without waiting for any legal action to be taken.
4.4. Demresa recommends its customers to use 3-D Secure POS (3D Security Protocol) Infrastructure against any credit card fraud. The infrastructure related to 3D Secure POS is ready for use in all major banks and payment institutions in Demresa's system. Demresa cannot guarantee the use of 3D Secure POS infrastructures for all banks due to technical reasons. In case of suspicious transactions, it is recommended to obtain confirmation from the bank and not to send products without confirmation. Although Demresa has taken the security measures that can be taken within its own structure, it has warned the Customer against possible risks and security hazards. Despite all these warnings and suggestions, Demresa is not responsible for any problems that may arise when the Customer uses 3D Secure Pos. Demresa cannot be held responsible for any damages that may occur if Customers who do not use the 3D Secure Pos system do not receive the necessary card information confirmation from the banks they work with for credit card transactions.
4.5. The Customer and Demresa will act in accordance with the principles of confidentiality regarding all ideas, information, content and documents transferred between them in writing, verbally, magnetically or in any other way, will not use this information in any way other than the purpose of the contract, will not distribute it, will not transfer it to third parties in any way, will not make it public. It will ensure that all documents and information regarding unannounced products and services are kept confidential and will take maximum security measures to prevent the use of this information by unauthorized persons.
4.6. Information that has already been made available to the public or has been requested or may be requested to be disclosed in accordance with all applicable legislation and/or upon the request of any state authority, or has been obtained independently by another third party before or within the scope of the confidentiality obligation, is within the scope of confidential information. They are excluded and constitute an exception to this article.
5. FORCE MAJEURE
Natural disasters, fire, government activities, national mobilization, riots, war or attempts at war, strike, lockout, etc., which do not exist and are not foreseen at the time the contract is signed and develop beyond the control of the parties, may arise, or cause a loss or damage to one of the parties or Situations that make it impossible for both of them to fully fulfill their contractual obligations and responsibilities or to fulfill them on time, global or national IT, telecommunication, communication, GSM, service network problems will be considered as force majeure. If one of these reasons occurs, the obligations of the parties arising from this contract will be suspended. If this reason continues for 30 days, either party may terminate the contract without compensation. However, the rights and receivables of the parties accrued before termination remain reserved and will not be refunded.
6. LEGAL PRINCIPLES
6.1. As of the entry into force of this agreement, the receivables and debts of both parties that will arise as a result of all kinds of goods, services and other commercial relations will be carried out as mutual current accounts in the official books. This agreement has the force of a separate CURRENT ACCOUNT CONTRACT with all its details, without the need for a separate agreement. There is a current account agreement between the parties and in matters not included in this agreement, TCC. They declare that the relevant provisions are valid.
6.2. Both parties will act in accordance with general commercial laws, morals and principles, protect their mutual interests in good faith and carry out their commercial activities entirely under the T.R. accepts and undertakes that it will continue its activities in accordance with the commercial law system.
6.3. In all legal disputes regarding the contract, Turkish Law applies and Turkish courts are competent. Whether the Customer is based abroad or the domain name allocation originates from abroad does not affect the validity of Turkish Law.
6.4. The parties accept, declare and undertake to comply with the provisions of 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 and other relevant laws.
6.5. Since the parties are subject to Turkish Law; They must comply with any legal changes or legal regulations that may occur after the contract is signed. Legal regulations that may arise later will not affect the validity of the contract.
6.6. Demresa is not responsible for the parts and contents of Demresa's System that belong to the user and must be filled and managed by the user. The customer is responsible for all the content contained in the internet domain name subject to the contract, the products and services traded through Demresa's system, and the banking transactions related to them. Demresa does not have any responsibility in these matters. After Demresa sends the username and password with which the Customer will access the system to the e-mail address included in this agreement, the use of the system is entirely the Customer's responsibility. Demresa has fulfilled its contractual obligation by transmitting the system login information to the Customer after taking the Customer's system live, and Demresa's fault is that the system is not used by the Customer, that the Customer does not receive income from the Demresa system as expected or at all, without any fault of Demresa. No refund will be requested due to not logging into the system without it.
6.7. The Customer is responsible for any content that belongs to the Customer and constitutes a crime by law, and Demresa has no responsibility for monitoring any content. In accordance with Article 9 of Law No. 5651, unfair or criminal content belonging to the Customer may be removed from publication without the need for a further notice to the Customer, or the website may be completely closed when necessary. If Demresa uses this right arising from Law No. 5651, the Customer cannot claim any rights or compensation regarding the removed content. However, if a legal document (court order, etc.) is submitted to Demresa stating that there is no need to remove the content, the content will be published immediately.
6.8. Likewise, Demresa has the authority to take the above-mentioned measures in cases of violations of "Trademark and Patent Rights" protected by Decree Law No. 556.
6.9.The customer can add any content he wishes to the Demresa System (except for the exceptions in the contract) and can sell the products he wants (provided that they are not illegal and except for the exceptions in the contract), but Demresa will not be responsible for any problems that may arise from the sale of products that are prohibited for sale on the site or products that are harmful to health. cannot be held responsible. In such a case, Demresa reserves the right to partially or completely take down the site within the framework of the rights granted by legal regulations.
6.10. Exceptions that the Customer cannot sell using the Demresa system (due to causing attacks that cause damage to other users and causing criminal liability against Demresa): Products involving child abuse, sexual toys and products, pornographic publications, weapons and explosive products, Ministry of Health Unapproved pharmaceutical or healthcare products, products related to perverted religious beliefs, products specific to the police and military forces and whose sale is subject to administrative permission, poisonous products (including agricultural products) and live animals whose sale is prohibited, and all kinds of products that are contrary to laws, regulations and circulars. Products that violate Demresa company principles cannot be sold with the product. Upon determination that these products are included in the system rented to the Customer as content or as goods sold through the system, Demresa terminates the service it provides without any refund.
6.11. The fact that the legal owner of the domain name subject to the contract and the real person who signed the contract are different persons does not remove all legal responsibilities of the Customer. The customer, on behalf of the company, is personally liable to Demresa in accordance with the provisions of the contract in case there is any impairment in the signature authority of the real person who signed this contract.
6.12. If the Customer is exposed to malicious attacks such as SYN, DDOS, http GET (httpd get) or similar attacks that damage the server or other Customers in any way or send SPAM during the use of the Demresa System (even if the damages are caused by third parties). After making Demresa usage period fee and necessary usage deductions (at least 25% of the contract amount), Demresa has the right to terminate the entire service partially or completely by refunding the remaining balance to the Customer. The rights to determine the required usage deduction amount are reserved within the good faith rules of Demresa.
6.13.Customer's 6.12. In the types of attacks listed in the article and all kinds of cybercrimes even if they are not listed; Only those who commit the act are responsible for any tort caused by third parties. Demresa will take customary data security measures in the services it provides, in accordance with the principles of the service provided, but the data security measures taken are not definitive. Demresa cannot be held responsible for cybercrimes caused by third parties and for direct or indirect damages arising from these crimes (unless it is proven that there is a serious technical defect or a violation of the necessary security measures). It cannot be claimed that Demresa has not fulfilled its contractual obligations due to service interruptions that may occur in these cases.
6.14. Demresa may make temporary service interruptions, not exceeding 72 hours in total in 1 year, in the service it provides within the one-year rental period, due to technical maintenance and updates. The Customer accepts these deductions in advance. Demresa will take care to carry out maintenance and update works between 01:00 and 04:00 at night, as long as technical reasons allow. The customer cannot claim compensation for any material or moral damage caused by interruptions resulting from technical maintenance and updates.
6.15. Demresa may upgrade and update technical requirements, market research, sales policies, package contents as a result of research activities, and necessary changes in the service content it provides, without Customer approval. The customer can Activate or Deactivate these updates from the management panel.
6.16. If the Customer who signs the contract pays the amount arising from the contract by credit card, he/she is personally responsible for the accuracy and legality of this credit card and personal information. The responsibility for all transactions made by credit card or money transfer through the rented system belongs entirely to the Customer. If, for any reason, Demresa cannot collect the payment from the credit card given by the Customer, or if the amount is collected and the amount is objected, Demresa suspends the service provided by the Customer until the rental fee is paid with a valid credit card or in cash, and the contract period does not expire during the period the service is suspended. It is not interrupted, the suspended period is not added to the end of the contract.
7. INSTALLATION AND RENEWAL FEE
7.1. The customer pays the Installation Fee amount from the table on the first page for the first year. In the year after the first year, the service is extended if the amount in the Annual Renewal Fee section is paid in the table on the first page. (In the following years, renewal fees will be increased by the annual inflation rate.) If the customer wishes, he can also pay in installments by money order/cash or by credit card, with a maturity difference added. If neither party objects and the contract period is automatically extended, Demresa will collect the annual renewal service fee in other years using the same form.
7.2. The invoice for the rental fee will be issued by Demresa within 7 days from the signing of this contract and sent by the Customer to the address specified in this contract.
7.3. The invoice amount for the rental fee will be recorded as a debit to the Customer's current account balance and become due as of the date Demresa sends it to the Customer's e-mail address in this agreement.
7.4. If the invoice fee is not paid by the Customer within 30 days following the renewal date, Demresa may suspend access to the Demresa system until the invoice balance is paid by the Customer. In this case, the periods during which access is suspended will not be added to the Contract period, and the Customer accepts, declares and undertakes that the payment obligation has not definitively ended and that it is obliged to pay the entire rental fee, even if it relates to the periods during which access is suspended.
7.5. If the Customer who signs the contract pays the amount arising from the contract by credit card, he/she is personally responsible for the accuracy and legality of this credit card and personal information. The responsibility for all transactions made by credit card or money transfer through the rented system belongs entirely to the Customer. If, for any reason, Demresa cannot collect the payment from the credit card given by the Customer, or if the amount is collected and the amount is objected to, Demresa may suspend access to the system until the rental fee for the service provided by the Customer is paid with a valid credit card or in cash. In this case, the periods during which access is suspended will not be added to the Contract period, and the Customer accepts, declares and undertakes that the payment obligation has not definitively ended and that it is obliged to pay the entire rental fee, even if it relates to the periods during which access is suspended.
7.6. Commercial default interest is applied to the invoice amount not paid by the customer at varying rates determined by the Central Bank of the Republic of Turkey.
8. ADDITIONAL (PAID) SERVICES NOT INCLUDED IN THE PAYMENT
8.1 If the integration service is requested by the Customer, Demresa provides the integration of the XML infrastructure of which it is a dealer for an additional fee. The fee for the desired SUPPLIER company integrations is determined by Demresa, and the determined fee is invoiced to the Customer.
8.2. The customer must be the dealer of the SUPPLIER company from which he/she wants to purchase the integration service. In addition, the Customer must submit and notify Demresa of the documents indicating the dealership authority given to him by the SUPPLIER Company, otherwise he is responsible for the unauthorized transactions of the Customer. Demresa undertakes not to share information about the integration service with third parties.
8.3. Demresa is not under any obligation to make any changes to the XML provided by the Supplier. For this reason, Demresa is not responsible for any problems experienced regarding product integration, pricing policy, or problems that may arise if the Supplier's and Demresa's Systems do not match.
8.4. After the XML integration is provided to the Customer's system by Demresa, if the SUPPLIER company makes a change in the XML infrastructure or system, the Demresa Integration fee will be invoiced to the Customer as a new service fee, since it will re-perform the XML Integration. If the SUPPLIER company stops the XML service or ceases providing the XML service, Demresa cannot be held responsible in any way regarding the integration service.
8.5. If the customer approaches to exceed the traffic limit (Bandthwidth) given to him/her by the Demresa System, he/she must obtain additional traffic (Bandtwidth) limit collectively. If no additional traffic is received, Demresa stops the service until additional traffic is received. Traffic excess fee is charged as 10(ten) USD+VAT per 1 (one) GB. The customer undertakes to pay the overlimit fee.
8.6. If the customer approaches to exceed the hosting capacity granted to him/her by the Demresa System, he/she must obtain additional bandwidth limit. If no additional traffic is received, Demresa stops the service until additional traffic is received. Hosting fee is charged as 10(ten)USD+VAT/year per 1 (one) GB. The customer undertakes to pay the overlimit fee.
8.7. During the usage period, the customer can only provide services and manage content through (1) domain name specified in the contract. The Customer may change this domain name at any time (provided that it is notified in writing), but cannot transfer it to another company or person (except for the Customer's group companies). The customer is responsible for covering the costs arising from the change, 150 USD + VAT per change.
8.8. Any design, content, software, module or any additional product or service that is not included in the package rented by the Customer is subject to a fee separate from the rental fee included in this agreement. Depending on the nature of the requested service and product, additional products and services are priced separately with a contract independent of this contract.
9. APPROVAL AND ENFORCEMENT
This agreement, in (2) copies, has entered into force on the date specified on the first page, upon the Customer's completion and signing of the Demresa System Agreement, and is binding on both parties. Izmir Courts of Justice and enforcement offices are authorized in case of any disruptions that may arise from the implementation of the contract.
Stamp – Signature
Stamp – Signature