Distance Sales Agreement

1. Parties

SELLER: İLGİSOFT BİLİŞİM VE DANIŞMANLIK HİZMETLERİ SANAYİ VE TİCARET LİMİTED ŞİRKETİ (in this agreement, "ilgiERP" or "the Seller"). Address: SİLAHTAR MAHALLESİ ÇORLU YERLEŞKESİ OFİS NO:TGB12 BELDE/BUCAK SİNAN DEDE MEVKİİ ÇERKEZKÖY YOLU 3.KM. NAMIK KEMAL ÜNİVERSİTESİ ÇORLU MÜHENDİSLİK FAKÜLTESİ ÇORLU/TEKİRDAĞ/Türkiye. MERSIS No: 0471040056700015. Trade Registry No: 9646. Tax office and tax number: ÇORLU VERGİ DAİRESİ MÜDÜRLÜĞÜ / 4710400567. Phone: +90 282 673 56 83. Email: info@ilgierp.com. Registered electronic mail (KEP): ilgisoft@hs01.kep.tr. Website: https://ilgierp.com.

BUYER: the natural or legal person placing the order. The Buyer's company name or full name, address, tax office and tax number, email address and telephone number are those declared by the Buyer during the order and shown in the order summary and on the invoice. The Buyer is responsible for the accuracy and currency of that information.

By confirming the order electronically, the Buyer declares that it has read, understood and accepted this agreement in full.

2. Subject matter

The subject of this agreement is to establish the rights and obligations of the parties in relation to the online sale and performance of the ilgiERP enterprise resource planning (ERP) service, offered by the Seller at https://ilgierp.com or through a quotation issued by the Seller.

What is supplied is not a physical good but a digitally delivered service. There is no shipping, freight or physical delivery.

3. Scope and the Buyer's legal capacity

ilgiERP is business software supplied for the conduct of commercial and professional activities. Law No. 6502 on the Protection of Consumers and the Distance Contracts Regulation apply to consumer transactions; contracts between parties acting for commercial or professional purposes fall outside those rules, and in that case the Turkish Code of Obligations No. 6098 and the Turkish Commercial Code No. 6102 apply.

Where the Buyer does act as a consumer in a given transaction, the mandatory provisions of Law No. 6502 and of the Distance Contracts Regulation are reserved. Any term of this agreement that conflicts with those mandatory provisions does not apply to that relationship.

4. Essential characteristics and price of the service

The service is the ilgiERP enterprise resource planning application, delivered on a multi-tenant cloud architecture. It is accessed through a browser over an internet connection, and each subscribing organisation's data is held in a database allocated to it.

• Licensing is on a concurrent user basis: the number of users who may be connected at the same time is defined in the plan the Buyer selects. No separate limit applies to the number of user accounts that may be created or to the modules that may be used.
• The service is offered under two models: a cloud (SaaS) subscription charged periodically, and an on-premises installation charged as a one-off licence fee. Which model applies is shown in the order summary and on the invoice.
• The scope and duration of the service, together with any additional services such as installation, data migration, training and customisation, are defined in the selected subscription plan and in the quotation and order summary issued to the Buyer. Those documents form an integral part of this agreement.
• The price is the amount displayed on screen during the order and confirmed to the Buyer electronically once the order is placed. No fixed price appears in this agreement; the applicable price is always the one stated in the relevant order summary and invoice.
• Applicable taxes and any other statutory charges are shown separately in the order summary, so that the total amount including taxes is visible.
• For subscriptions, the billing period and the renewal date are defined in the subscription plan selected by the Buyer.
• If tax rates change by legislation, invoices for periods after the effective date are issued at the current rates.

5. General provisions

• Before confirming the order, the Buyer acknowledges that it has read the Preliminary Information Form and that the pre-contractual information required by law has been provided to it.
• The agreement is formed when the Buyer confirms the order electronically and the payment institution reports the payment as successful.
• The Seller undertakes to provide the service in accordance with this agreement and the selected plan, and to take reasonable technical and organisational measures for its continuity and security.
• Planned maintenance is carried out during low-usage hours where possible and is announced in-product or by email a reasonable time in advance.
• The Seller may make functional improvements and technical changes to the service. Where a change would materially reduce core functionality, the Buyer is informed in advance.
• Save for intent, gross negligence and mandatory provisions of law, the Seller's liability under this agreement is limited to the amounts actually paid by the Buyer under it.
• The Buyer may not assign its rights or obligations under this agreement to third parties without the Seller's written consent.
• Notices between the parties are given through the email addresses declared during the order and the contact channels stated in this agreement. Until a change of email address is notified to the other party, a notice sent to the last address notified is deemed valid.

6. Performance and delivery

What is supplied is a digital service; there is no physical delivery. For the purposes of this agreement, "delivery" means making the service available for the Buyer's use.

Once the payment institution reports the payment as successful, the Seller creates the tenant account for the Buyer and sends the administrator access details to the email address declared during the order. The service is deemed performed and delivered once the account is opened and those access details are sent.

Account opening is completed within the shortest reasonable time after payment confirmation and in any event within the maximum performance period prescribed by law. Where additional services such as installation, data migration, training or customisation have been requested, their scope and timing are set out separately in the quotation.

Under the on-premises model, delivery occurs when the licence key and the installation package are made available to the Buyer.

If the access details do not reach the Buyer, the Buyer should contact info@ilgierp.com. Where delivery does not take place at all for a reason attributable to the Seller, the amount paid is refunded.

7. Payment

• Payment is made through the infrastructure of a licensed payment institution, and the payment step takes place on that institution's own secure page.
• Card details are not transmitted to the Seller, are not seen by the Seller and are not stored in the Seller's systems. The Seller receives only the information of whether the payment succeeded.
• If the payment is declined or cancelled by the payment institution or the bank, no obligation to perform arises for the Seller.
• Under the subscription model the price is collected according to the billing period of the selected plan. Where a recurring payment mandate has been given, collection repeats each period unless the subscription is cancelled; how to cancel is explained in the Cancellation and Refund Policy.
• Invoices are issued in accordance with legislation and sent to the email address declared by the Buyer or through the electronic document channel prescribed by law.
• In the event of default, the Seller may claim the interest provided for by law on the amount due and may exercise its right to suspend the service.

8. Buyer's obligations

• To ensure that the information given during the order is accurate and up to date.
• To keep user accounts and access credentials confidential, to prevent unauthorised use of accounts, and to notify the Seller without delay on becoming aware of any unauthorised use.
• To keep the number of concurrent users within the limit defined in its plan, and not to share, rent out or sub-license the licence to third parties.
• Not to use the service for unlawful purposes, in a way that infringes the rights of third parties, or in a way that endangers the integrity of the service or other tenants' use of it.
• To be responsible for the lawfulness of the content and data it uploads. The Buyer is the controller of the personal data it uploads to the ERP; the Seller acts as processor for that data and on the Buyer's instructions.
• To inform its own users of the rules governing use of the service and to be responsible for their acts.
• To pay the price in accordance with the selected plan and billing period.

9. Right of withdrawal and its exception

This section applies where the Buyer acts as a consumer. For Buyers acting for commercial or professional purposes, Law No. 6502 and the Distance Contracts Regulation do not apply, and no right of withdrawal arises.

In distance contracts a consumer is, as a rule, granted a fourteen-day right of withdrawal. However, under Article 15(1)(ğ) of the Distance Contracts Regulation, contracts for services performed instantly in an electronic environment and for intangible goods delivered instantly to the consumer are among the exceptions to that right.

ilgiERP is performed instantly in an electronic environment: immediately after payment confirmation the tenant account is opened and the access details are sent. When confirming the order, the Buyer expressly consents that performance is to begin immediately and acknowledges that it will therefore not be able to exercise the right of withdrawal; that consent is obtained through a separate checkbox in the purchase flow and is recorded. Once that consent has been given and the service has been made available, the right of withdrawal cannot be exercised.

Under subparagraph (h) of the same paragraph, the right of withdrawal likewise cannot be exercised in contracts for services whose performance has begun, with the consumer's consent, before the withdrawal period expires.

The absence of a right of withdrawal does not remove the Buyer's other rights. Rights arising from Law No. 6502 and from general provisions in the event of defective performance, and the termination provisions of this agreement, are reserved. Cancellation and refund rules are set out in the Cancellation and Refund Policy.

10. Termination and suspension

• The Buyer may cancel its subscription at any time and need not give a reason. Cancellation takes effect at the end of the current subscription period; access continues until the end of that period and the subscription is not renewed for the next one.
• The Seller may suspend the service, after informing the Buyer, where the price is unpaid, where the service is used in breach of this agreement, or where a use is detected that endangers the security of the service or other tenants. If the breach is not remedied within the reasonable period allowed, the agreement may be terminated.
• Where the security of the service is directly and seriously threatened, suspension may be applied without prior notice; the Buyer is then informed without delay.
• Data is not deleted during suspension; access is restored once the breach is remedied.
• On termination the Buyer has a reasonable period in which to export its data. At the end of that period, tenant data is deleted as described in the Privacy Policy.
• If either party becomes insolvent, files for composition with creditors or suspends its payments, the other party may terminate the agreement.

11. Personal data

The parties perform their obligations concerning the protection of personal data in accordance with the Personal Data Protection Law No. 6698 and related legislation.

For the information the Buyer provides in the ordering, invoicing and support processes, the Seller is the controller. For the customer, supplier and personnel data that the Buyer uploads to the ERP, the Buyer is the controller and the Seller is the processor, processing that data solely on the Buyer's instructions.

The data processed, the purposes of processing, the parties to whom data is transferred, retention periods and the rights of data subjects are set out in the Privacy Policy and the KVKK Information Notice. Requests concerning personal data may be sent to kvkk@ilgierp.com.

12. Intellectual property

All intellectual and industrial property rights in the ilgiERP software, its source code, interface design, documentation, trade marks and logos belong to the Seller or its licensors. This agreement does not transfer ownership; it grants the Buyer a non-exclusive, non-transferable right of use, limited in duration and scope by the selected plan.

The Buyer may not decompile, reverse engineer, reproduce, create derivative works from, or make the software available to third parties. Cases in which legislation mandatorily permits such acts are reserved.

Data uploaded to the service by the Buyer belongs to the Buyer. The Seller claims no rights over that data beyond providing the service and performing its obligations under this agreement.

13. Force majeure

Events beyond the parties' control that are unforeseeable and unavoidable constitute force majeure. These include natural disaster, fire, epidemic, war, mobilisation, strike, cyber attack, widespread electricity or internet infrastructure outages, and acts of public authorities.

In a force majeure event, the affected party's obligations are suspended for as long as the impediment lasts, and that party notifies the other without delay. If the force majeure event exceeds a reasonable period, either party may terminate the agreement without compensation; in that case the portion of any amount paid in advance that corresponds to the unperformed period is refunded to the Buyer.

14. Dispute resolution

This agreement is governed by the laws of the Republic of Türkiye.

Where the Buyer acts as a consumer, the Consumer Arbitration Committees and Consumer Courts at the place of residence of the Buyer or of the Seller have jurisdiction. Which forum applies to a dispute of a given value is determined by the monetary thresholds announced annually by the Ministry of Trade.

Where the parties are merchants, the courts and enforcement offices at the place of İLGİSOFT BİLİŞİM VE DANIŞMANLIK HİZMETLERİ SANAYİ VE TİCARET LİMİTED ŞİRKETİ's registered office have jurisdiction over disputes arising from this agreement.

Where the parties are merchants, the parties' commercial books and records and the electronic records kept by the Seller in its own systems constitute evidence in a dispute.

Before taking a dispute to court, the parties shall first seek an amicable resolution through info@ilgierp.com.

15. Entry into force

This agreement is formed and enters into force when the Buyer confirms the order electronically and the payment is completed successfully.

The Buyer may access the current text of this agreement at any time in the legal documents section at https://ilgierp.com, and a copy is sent by email from info@ilgierp.com on request. The Seller retains records of the concluded agreement for the period prescribed by law.

The Preliminary Information Form, the Cancellation and Refund Policy, the Terms of Service and the Privacy Policy form an integral part of this agreement. In the event of any conflict between those documents, the provisions of this agreement prevail.

If any provision of this agreement is held invalid, the validity of the remaining provisions is unaffected.

The Seller may update this agreement. An updated text applies to agreements concluded after it is published; where a material change affects a subscription in force, the Buyer is informed in advance. The update date shown at the top of the page always reflects the version in force.