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

PARTIES

This Agreement determines the duties, responsibilities, rights and obligations between ISTANBUL SOFT BİLİŞİM VE DANIŞMALIK LTD.ŞTİ. (Hereinafter referred to as SOFTOMİ) located at Mecidiyeköy Mah. Raşit Rıza Sok. No:3 Yıldırım İş Hanı Floor:2 Flat:5 Şişli-İSTANBUL and on the other hand, the E-Commerce user who purchases products from SOFOMİ and whose information is given below (Hereinafter referred to as CUSTOMER in this agreement).

SOFOMI INFORMATION:

Company Name : İstanbul Soft Bilişim ve Danışmanlık Ltd. Şti.

Address: Mecidiyeköy Mah. Raşit Rıza Street No:3 Yıldırım İş Hanı Floor:2 Flat:5 Şişli-İSTANBUL

Tax Office: Zincirlikuyu

Tax Number: 4810619925

CUSTOMER INFORMATION:

(Included in the Articles of Association)

PURPOSE OF THE CONTRACT

The purpose of the contract is to regulate the commercial relationship between SOFTOMİ and the CUSTOMER who rents software from SOFTOMİ and to determine the rights and responsibilities of the parties.

SUBJECT OF THE CONTRACT

This agreement describes the content, hosting conditions, installation and after-sales services regarding electronic commerce software, website, server, domain name purchase and other services that run on web browsers. With the entry into force of this agreement , the parties agree that the transactions to be made will be carried out in accordance with the principles and provisions set forth in this agreement.

DEFINITION OF THE SERVICE

SOFTOMİ is obliged to provide the software subject to the contract to the CUSTOMER and to provide technical support services. Content management-related operations such as uploading the site’s products, creating categories, and preparing banners and sliders are the CUSTOMER’s responsibility.

PERIOD OF USE

CUSTOMER can make a payment by credit card via https://www.softomi.com and obtains the right to use the SOFTOMİ e-commerce software that they have rented for a period of 1 year from the date of payment. If the customer makes a payment by EFT/Bank Transfer, the 1-year usage period starts from the date of payment by the customer. The preparation periods of the project are included in the 1-year period. At the end of the period, the customer can continue to receive service by paying the renewal fee for the product they rented. The renewal fee covers server and technical support services. The service in question is included in the first year package price. The renewal service fee to be paid at the beginning of the second year is also specified in the attached package contents and in the contract content prepared specifically for the project.

will be revised each year based on CPI .

Regular payments for different services, if any, included in the contract or its annexes will be revised every 3 months according to the CPI .

to excel using the excel import/export module on the site before the product information site expires. can be taken as data .

TERMINATION OF THE CONTRACT

shall notify the CUSTOMER about the end of the service period, 30 and 15 days before the end of the service period and within 15 days after the end of the service period , to the notification e-mail address entered by the customer in the site’s administration panel. If the CUSTOMER does not make the annual renewal payments for the new period within 15 ( fifteen ) days, the CUSTOMER is deemed to not want to continue receiving service and the contract is deemed to be terminated. In this case, SOFTOMİ shall notify the CUSTOMER of the termination of the service period . All data belonging to the e-commerce site and backups of this data will be deleted. It will not be possible to bring this data back and SOFTOMİ’s obligation to the CUSTOMER regarding the storage of this data will end.

may terminate the contract unilaterally at any time . In this case, the CUSTOMER cannot request any rights or refunds from SOFTOMİ .

for SOFTOMİ less than 5 years in his/her own commercial enterprise, either on the official payroll or unofficially, shall not employ for a newly established company with which he/she has an official or unofficial relationship. He/she shall not receive external service from SOFTOMİ personnel. In the event that a situation contrary to this article is proven, SOFTOMİ may unilaterally terminate the contract , remove the site from publication and the CUSTOMER shall waive the service fee paid by this termination. Furthermore, he/she shall not be able to claim any rights from SOFTOMİ .

GENERAL LIABILITIES

1. In case of any change in the trade name, commercial business address or signature authorities of the parties to the contract, the other party shall be notified within 15 ( fifteen ) business days at the latest following the actual and registration in the trade registry of such changes. If such 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 shall be deemed to have been sent under the new title and/or address.
2. The parties hereby 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, the Turkish Code of Obligations, the KVKK and other relevant laws.
3. The software leased by SOFTOMİ is hosted on SOFTOMİ’s servers and only SOFTOMİ can access the source codes of the software.
4. e-commerce infrastructure used by many businesses in the world, Opencart. It provides services to its customers by developing its e-commerce infrastructure according to the needs and requirements of its customers and Turkey. The basis of the payment amount to be received by SOFTOMİ within the scope of this agreement and additional agreements covers the services provided by SOFTOMİ and the software developments it has made.
5. The software (DEMO) prepared by SOFTOMİ is available at https://pazaryeri.demoist.site/ and all features developed by SOFTOMİ are clearly displayed on this site for the CUSTOMER to examine. The seller panel and admin panel links are as follows and the login passwords are defined automatically.

Admin/admin panel access link: https://pazaryeri.demoist.site/admin/

Seller/store contact link: https://pazaryeri.demoist.site/magaza-giris

1. Among the features seen on the DEMO site, the features found in the package rented by the CUSTOMER and, if any, project-specific developments are made and the project is offered to the CUSTOMER .
2. an e-commerce package. Since the package content rented by the customer consists of features that work integrated with each other, it will also take time to reduce these features and to purify this feature from other features it works with. Therefore, the CUSTOMER cannot request a partial refund on the grounds that they do not use some of these features. They cannot request a refund by declaring that they want to switch to a lower package. The CUSTOMER must purchase the most suitable package for their needs when purchasing the product.
3. CUSTOMER can use the package they rented for as long as they want by paying the annual renewal service fee. SOFTOMİ cannot be held responsible for delays that may occur due to CUSTOMER temporarily closing its site, not agreeing with the cargo, collection agency and other 3rd parties or agreeing late, and the annual renewal period cannot be extended due to the delay periods in question.
4. The CUSTOMER uses the Support System located within the site’s administration panel for technical support requests. Thus, all transactions are recorded. Apart from this, any phone calls, WhatsApp messages, correspondence made through other e-mail channels, not only create the difficulty of following up on work through multiple channels, but also the possibility of being overlooked. Therefore, in order for requests made through all channels other than the Support System to be recorded and for the relevant transaction to be carried out, the relevant request must be opened by the CUSTOMER through the Support System.
5. CUSTOMER’S After starting to receive service from SOFTOMİ, the CUSTOMER may authorize a person from his/her team for meetings with SOFTOMİ. This person may create a support request for transactions to be made on the site via the Support System in the site’s admin panel, and SOFTOMİ evaluates requests from the authorized person as if they came from the CUSTOMER himself/herself.
6. Over time, as the e-commerce team grows in parallel with the growth of the project, the CUSTOMER and the person they authorize, as well as other employees, will be able to use the technical support system. SOFTOMİ evaluates all requests sent through the Support System as if they came from the CUSTOMER .
7. with the CUSTOMER , who is the primary authority, if deemed necessary .
8. Any situation that prevents shopping on the site is considered an emergency and technical support service is provided to the CUSTOMER 24/7 . For emergencies, the CUSTOMER can reach the support team at 0212 983 16 34. Technical support services other than emergencies are provided between 09:00-18:00 on weekdays.
9. from SOFTOMİ is the owner of the customer information, order information, product information, category information and other content information on the site. They can print and use this information at any time with the excel module on the site. The infrastructure rented by SOFTOMİ is provided only for the use of the CUSTOMER . It is not possible for the CUSTOMER to transfer the passwords and usage rights of the relevant infrastructure to a third party person or organization (other than a different company belonging to them) without the knowledge of SOFTOMİ . In the event of such a situation, the service received by the CUSTOMER is terminated and SOFTOMİ terminates the contract unilaterally without refund .
10. the CUSTOMER wishes to transfer the software rented from SOFTOMİ together with its content , a new contract is made between the person/institution that will transfer the software and SOFTOMİ and a new package sale transaction is carried out. The package sale amount in question is the amount of the CUSTOMER’s It will be equal to the current price of the package received from SOFTOMİ . SOFTOMİ provides training to the 3rd party that takes over the software, cargo and collection integrations are made again on behalf of the person who took over the software and uninterrupted continuation of technical support processes is ensured.
11. The CUSTOMER may want to receive a service outside the features of the e-commerce package received from SOFTOMİ . In such a case, the CUSTOMER may purchase any additional modules and software offered by SOFTOMİ and request that it be implemented on your site. If the requested additional software is software that SOFTOMİ has not yet developed, SOFTOMİ conducts the necessary examinations and informs the CUSTOMER whether it can develop this software, if it can, the time frame and the software development cost . After the CUSTOMER accepts, the relevant payment is collected and the software development process begins. The CUSTOMER does not have the right to receive services, receive modules from other companies and request that they be added to its site. SOFTOMİ will only add the software it offers to the e-commerce package it offers.
12. If a provision of this contract becomes invalid for any reason, provided that there is no legal impediment, such a situation will not affect the validity of any remaining provision, and the remaining provisions will remain valid and effective as if the contract had been signed without the invalid provision.
13. SOFTOMİ recommends its customers to use POS with SMS verification against all kinds of credit card fraud. All banks and collection institutions operating in Turkey have SMS verification service. Customers should get confirmation from the bank or collection institution they receive service from regarding transactions they think are suspicious and send the product after this confirmation.
14. The parties to the contract accept and undertake to act in accordance with general commercial law, ethics and principles, to protect their mutual interests in good faith and to carry out their commercial activities in full compliance with the laws of the Republic of Turkey.
15. of the CUSTOMER in the software rented by SOFTOMİ . If the site contains sentences or images that may constitute a crime according to the Turkish Penal Code (Turkish Penal Code), if it is determined that pornographic products are sold, products that include child abuse, products that are considered as weapons and explosives, products that require approval from the Ministry of Health or the relevant ministry but are not approved, branded products without invoices, products that require permission from the brand owner and replica products are sold, SOFTOMİ reserves the right to terminate the contract unilaterally and without refund and cannot be held responsible in any way for the publication and sale of these products.
16. In the event that the legal owner of the domain name in question and the real person signing the contract are different persons, the CUSTOMER who signs the contract accepts all legal responsibilities arising from the contract. In the event of any deficiency in the signature authority of the real person signing this contract on behalf of the company, the CUSTOMER is personally liable to SOFTOMİ under the provisions of the contract.
17. The software rented by SOFTOMİ is published on the server where the sites of other CUSTOMERS are located , unless a special server service is provided to the CUSTOMER . Since all customers use the same IP address, it is extremely important that this IP address is not blacklisted. In order for an IP address not to be blacklisted, the CUSTOMER must not send mass advertising (spam) e-mails to individuals and institutions that are not members of the site and therefore do not allow e-mail sending. The mass e -mail sending feature in the rented software covers notifications to be made to sellers who are members of the site. Apart from these people, the CUSTOMER who sends mass e-mails is informed by SOFTOMİ and warned not to repeat it. If the CUSTOMER continues to send mass e-mails despite this, SOFTOMİ will unilaterally terminate the contract. A maximum of 100 e-mails can be sent to sellers via the site within an hour . For sendings exceeding this number, service must be received from mailing companies that provide mailing services .
18. SOFTOMİ carries out hardware and software studies at the highest level in order to protect data security in accordance with the principles of the service provided in the services it provides. However, the data security measures taken do not have a 100% protective definitive nature when it is considered that the largest sites and software in the world can be hacked . It is known that from time to time, all server companies, including bank systems, experience high traffic-based attacks that disrupt services. SOFTOMİ cannot be held responsible for such attacks and their consequences, which slow down the systems of server companies and cause temporary service interruptions if they cannot be prevented. SOFTOMİ cannot be held responsible for cybercrimes caused by third parties and direct or indirect damages arising from these crimes (unless it is proven that there is a serious technical defect or a violation in taking the necessary security measures). It cannot be claimed that SOFTOMİ has not fulfilled its obligations arising from the contract due to service interruptions that may occur in such cases.
19. All server companies provide the services they provide assuming that no hardware of the server is damaged and provide the service with 99.5% broadcasting time, which is expressed as uptime (uninterrupted broadcasting time). There is a possibility that any malfunction that may occur in any purchased electronic device (computer, telephone , etc. ) may also occur in the servers. In the event of such a malfunction, SOFTOMİ is obliged to reactivate the server as soon as possible by making the necessary negotiations with the server company from which it receives the service. The CUSTOMER knows and accepts the normal risks of using any software and electronic device specified in the relevant articles of the contract. SOFTOMİ cannot be held responsible in any way for any material damages that may arise due to these risks.
20. The CUSTOMER and SOFTOMİ will act in accordance with the principles of confidentiality regarding all ideas, information, content and documents transferred between themselves in writing, verbally, magnetically or in any other way, will not use or distribute this information in any way other than the purpose of the contract, will not transfer it to third parties in any way, will ensure that all documents and information regarding products and services that have not yet been announced to the public are kept confidential and will take all necessary security measures to prevent the use of this information by unauthorized persons.
21. CUSTOMER accepts and declares that SOFTOMİ will publicly declare that CUSTOMER is a SOFTOMİ user and customer, publish the customer name and logo in its own advertisements and promotions, and permanently display the SOFTOMİ logo, link and brief information about the service (permanently) at the bottom of the website where CUSTOMER benefits from the services included in the contract, without any limitation or prior consent of CUSTOMER .
22. by the CUSTOMER is subject to a separate fee from the rental fee stated in this contract. Depending on the nature of the requested service and product, additional products and services are priced separately in a separate contract as a continuation of this contract. If these services have annual renewal fees, these fees are priced in a separate contract as a continuation of this contract.
23. SOFTOMİ is obliged to provide the features of the Package rented by the CUSTOMER and additional features included in additional contracts, if any. The software offered by SOFTOMİ works integrated with many cargo companies, banks and other collection institutions by being included in the content of the rented package. In order for the CUSTOMER to benefit from these integrations, it is necessary to make an agreement with cargo companies, banks or other collection institutions. It is the CUSTOMER’s responsibility to make an agreement with the 3rd parties mentioned in this article and if they do not make an agreement, they cannot request a refund on the grounds that they did not use the relevant features. If the CUSTOMER does not use some of the features included in the package or within the scope of the additional contract and the features offered as a GIFT, a refund cannot be requested for the relevant feature.
24. SOFTOMİ is not responsible for a situation such as n11.com or Trendol.com shutting down their API services, and therefore, no refund can be requested from SOFTOMİ on the grounds that it did not provide the relevant service.
25. integrates the site with the cargo, collection institution and other 3rd parties that are included in the package and that the CUSTOMER has an agreement with, unless a special contract is made. In the event that the CUSTOMER terminates its commercial relationship with the 3rd parties or the 3rd parties cease their activities, such as the CUSTOMER not working with the 3rd parties for any reason that develops outside of SOFTOMİ, SOFTOMİ is obliged to perform the relevant integration by collecting an integration fee from the CUSTOMER for the new integration it will make .
26. FORCE MAJEURE: Incidents that do not exist and are unforeseen at the time the contract is signed and that develop beyond the control of the parties, including but not limited to those stated herein, such as natural disasters, fire, government activities, national mobilizations, riots, war or war attempts, strikes, lockouts, coups, pandemics, etc., and that make it impossible for one or both parties to partially or completely fulfill their obligations and responsibilities undertaken under the contract or to fulfill them on time, shall be deemed force majeure. If one of these reasons occurs, the parties’ obligations arising from this contract shall be suspended. If this reason continues for 30 days, either party may terminate the contract without compensation . However, the parties’ rights and receivables accrued before termination shall remain reserved.
27. SOFTOMİ backs up all of its customers’ sites every night with Cpanel’s backup system. SOFTOMİ keeps these backups for 7 days. The company that SOFTOMİ receives server service from backs up for 7 days. Softomi checks every day whether the backup system is taken correctly. A technical error during the backup process may result in the site backup not being taken completely or partially. In the event of such a situation, SOFTOMİ performs the necessary checks and reactivates the backup system.
28. the CUSTOMER needs different features in addition to the existing package features and requests SOFTOMİ to develop these features, SOFTOMİ examines whether the requested feature can be developed within the C2C marketplace software and if it can be developed, determines the additional delivery time and service fee for the additional features to be added and communicates it to the CUSTOMER . If the additional feature is requested after the delivery of the project, a separate contract is prepared for this transaction. If the additional feature is determined during the CUSTOMER’s package purchase process, this contract also covers the additional features.
29. SOFTOMİ will take utmost care to fulfill its obligations within the framework of the Personal Data Protection Law No. 6698 (KVKK).

CANCELLATION AND REFUND CONDITIONS

1. Before the purchase, CUSTOMER can request the passwords of the DEMO e-commerce site located at https://pazaryeri.demoist.site/ that they have prepared from SOFTOMİ and examine the infrastructure of the e-commerce site that they will receive. CUSTOMER makes the payment and completes the purchase. Payment can be made by bank transfer/EFT or credit card. After the payment, SOFTOMİ will install the relevant e-commerce package in line with the CUSTOMER’s request and present it to the CUSTOMER . Excluding project-specific developments (if an agreement is made separately) and cargo, collection institution, parachute integration and integrations with other 3rd parties, the installation period is 5 business days. CUSTOMER can examine their site within 48 hours after the passwords of their site are delivered to them and can cancel the service that they will receive by requesting a full refund of the money they have paid without giving any reason. In order for the said refund to be made, CUSTOMER must not have received any technical support service from SOFTOMİ during this period .

SOFTOMİ makes agreements with other companies by taking into account the current work in hand. SOFTOMİ may give longer delivery times for future jobs than necessary, considering the number of jobs it has received and the technical support and development periods it will provide accordingly. SOFTOMİ may not be able to receive jobs it is likely to receive due to long delivery times and therefore may suffer commercial losses. Therefore, if 48 hours have passed since the CUSTOMER purchased the product, it is not possible for them to change their minds about purchasing the product and request a refund.

the CUSTOMER’s agreement with the cargo company is delayed, the cargo company responds late during SOFTOMİ’s testing processes, the CUSTOMER makes a late agreement with the collection institution, sends its logo late for the preparation of IOS and Android applications, does not open these accounts if it wants the applications to be uploaded to its own accounts, or sends its information to SOFTOMİ late , the number of days equal to the delay period will be added to the project delivery time.

APPROVAL AND ENFORCEMENT

This contract annex consisting of 35 articles is an integral part of the main contract and shall be valid if the payment terms are specified in the main contract and the PARTIES sign it mutually, send it by mail or make payment through the credit card payment link to be created on SOFTOMİ’s (https://www.softomi.com) website. The contract has been prepared and the page arrangement has been made in a way that the CUSTOMER can easily read this contract before receiving the service. Istanbul Courts and enforcement offices are authorized in all kinds of problems that may arise from the implementation of the contract.

Date : ……. /…..…/..……

SOFOMI                                            CUSTOMER