1.2. In the event of any changes in the company name, commercial address, or the signing authority of authorized individuals, these changes shall be notified to the other party within a maximum of 7 (seven) business days following their registration, both in practice and in the commercial registry. If these changes are not notified within the specified period, all documents such as invoices, delivery notes, letters, etc., sent under the previous name and/or address shall be considered as sent under the new name and/or address. In the event of a change in the authorized individuals or their signing authority on both sides, both parties accept all debts and obligations arising from and to be incurred due to any instruments such as checks, promissory notes, etc., signed by individuals who lost their signing authority prior to this change.
2. SUBJECT AND PURPOSE OF THE AGREEMENT
This agreement determines the rental of a computer software named Subwoo Smart E-commerce System, which is an electronic commerce system enabling the CUSTOMER to sell any desired product or service using a designated internet address on the internet, hosting the product information of the CUSTOMER on the internet and the hosting conditions, the qualities, quantities, and limits of the services provided for service provision, installation, and post-sales services. With the entry into force of this agreement, the parties acknowledge and declare that the transactions to be conducted will be carried out in accordance with the principles and provisions specified in this agreement and that the provisions of the Turkish Commercial Code and relevant legislation shall apply to matters not regulated in the agreement. Stamp and Signature 2 / 6 Partial invalidity arising from the agreement does not render the remaining part of the agreement invalid. Subwoo reserves the right to change the package content as it deems necessary or due to technical requirements.
3. TERMS OF RENTAL
3.1. Subwoo Smart E-commerce System is a software that is rented as a whole, including all functions, for a specific period. The CUSTOMER has used the 15-day free trial version before renting the service and has accepted the rental after fully experiencing and approving the service. The CUSTOMER declares and undertakes that they have conducted the necessary examinations regarding the product. 3.2. The start date of the software rental is the date on which the Subwoo Smart E-commerce System Agreement is completed and signed, and the total software rental period is one (1) year. In the event of service interruptions or similar situations caused by the fault of the CUSTOMER or arising from the CUSTOMER, the service period will not be extended. The CUSTOMER is responsible for resolving any issues that may arise in the software, computer, operating system, or any other malfunctions that occur on their own usage side (home, workplace, and other usage areas). 3.3. If neither party sends a written notice at least fifteen (15) days before the end of the rental period, the rental agreement will automatically extend for another one (1) year (renewed under the same conditions). If either party provides a termination notice within the specified period, the agreement will terminate in its entirety. The renewal fee to be paid in the event of renewal is determined in Article 7. In the event that the rental fee or renewal fee is not paid by the CUSTOMER within 7 (seven) business days, Subwoo may unilaterally terminate the agreement without the need for a notice. 3.4. Subwoo always takes the last 30-day backups of the content belonging to the CUSTOMER and keeps them. If the CUSTOMER wishes to terminate the rental at the end of the rental period, a copy of the last updated version of the orders, member, and product data in the CUSTOMER’s database at the end of the service will be provided to the CUSTOMER in XML or EXCEL format within 7 (seven) days upon written request from the customer. If the CUSTOMER does not request the data, all content will be deleted from the Subwoo system for data security purposes 7 (seven) days after the end of the contract. If the CUSTOMER wishes to continue renting the system at the end of the rental period, the system will continue to operate without any changes to the content. 3.5. The CUSTOMER may not rent out, transfer (excluding group companies owned by the CUSTOMER), share, or allow third parties to use the software rental services and the rights and obligations arising from this agreement in any way without the prior written consent of Subwoo. The violation of this clause grants Subwoo the right to terminate the agreement unilaterally without refund. 3.6. Subwoo has the authority to publicly disclose that the CUSTOMER is a user and customer of Subwoo, to publish the CUSTOMER’s name and logo in its advertisements and promotions (portfolio and reference section), and to include Subwoo’s logo, link, and brief information related to the service at the bottom of the CUSTOMER’s website that benefits from the services specified in the agreement (permanently). The CUSTOMER acknowledges and declares acceptance of this. 3.7. Subwoo may obtain ancillary services from different individuals or organizations in the necessary system infrastructure or partially or entirely delegate the provision of specific services. Subwoo cannot be held responsible for the failure or partial fulfillment of the services undertaken by individuals or organizations involved in the system infrastructure or the provision of specific services unless it is proven that Subwoo violated technical measures or failed to take necessary security measures.
4. CONFIDENTIALITY POLICY
4.1. Subwoo guarantees the confidentiality and security of all information belonging to the CUSTOMER. This guarantee is valid since neither Subwoo nor any third party or company can technically access the CUSTOMER’s private information. 4.2. The software rental service is hosted on Subwoo’s servers, and Subwoo does not have access to or the authority to intervene in FTP, source code, or the database in any way. The source code and database of the software are under the control and access of Subwoo, and all rights are reserved. The CUSTOMER has no rights other than the right to benefit from the source code and database for rental purposes. The CUSTOMER cannot request or receive the source code or database, share them with third parties, or obtain them in any way. 4.3. Subwoo does not keep any credit card information on its servers for mail order and credit card-focused sales conducted by the CUSTOMER. Subwoo cannot be held responsible for any credit card inaccuracies or errors since this information is not stored on their servers and they do not have access to or view this information. The legal responsibility for all financial and personal information of third parties belongs to the CUSTOMER unless it is proven that Subwoo explicitly violated (technical flaws or failure to take necessary security measures). 4.4. Subwoo recommends its customers to use 3-D Secure POS (3D Secure Protocol) Infrastructures to prevent any credit card fraud. The infrastructure for 3D Secure POS is ready for use in all major banks within the Subwoo Smart E-commerce System. Subwoo cannot guarantee the use of 3D Secure POS infrastructures for all banks due to technical reasons. Subwoo recommends confirming transactions in case of suspicious activities and not shipping products without confirmation from the bank. Subwoo is not responsible for any problems that may arise from the use of 3D Secure POS. Customers who do not use the 3D Secure POS system cannot hold Subwoo responsible for any damages resulting from the failure to obtain necessary card information confirmation from the banks. 4.5. The CUSTOMER and Subwoo undertake to act in accordance with the principles of confidentiality regarding all ideas, information, content, and documents transmitted between them in writing, orally, in magnetic media, or in any other form, and not to use these pieces of information in any way other than the purpose of this agreement, not to distribute them, transfer them to third parties in any way, and to take maximum security measures to prevent unauthorized use of this information. 4.6. Information that has already been made public or obtained independently by a third party before or outside the scope of confidentiality, as well as information that has been or may be requested to be disclosed in accordance with current legislation and/or upon the request of any government authority, are exceptions to the scope of confidential information.
5. FORCE MAJEURE
Natural disasters, fires, government activities, national mobilization, uprisings, war or attempts of war, strikes, lockouts, and any other events beyond the control of the parties, which were not present at the time of signing the contract and could not be foreseen, and which completely prevent one or both parties from fulfilling their obligations and responsibilities under the contract or make it impossible for them to fulfill them in a timely manner, including but not limited to global or national-level information, telecommunications, communication, GSM, service provider problems, will be considered as force majeure events. If any of these reasons occur, the obligations arising from this contract will be suspended. If this reason continues for a period of 30 days, either party may terminate the contract without any compensation. However, the rights and receivables that have accrued before the termination by the parties shall remain in effect and shall not be refunded.
6. HUKUKİ ESASLAR
6.1. From the effective date of this agreement, all receivables and debts arising from any goods, services, and other commercial relationships between the parties shall be conducted as mutual current accounts in official records. This agreement is deemed to include a separate CURRENT ACCOUNT AGREEMENT in detail without the need for a separate agreement. The parties declare that they have a current account agreement between them and that the provisions of the Turkish Commercial Code shall apply to matters not included in this agreement.
6.2. Each party agrees and undertakes to act in accordance with the general commercial law, morality, and principles, protect their mutual interests in good faith, and conduct their commercial activities fully in accordance with the Turkish commercial law system.
6.3. Turkish Law shall be applied to any legal disputes arising from this agreement, and Turkish courts shall have jurisdiction. The fact that the CUSTOMER is based abroad or that the domain name allocation is of foreign origin does not affect the validity of Turkish Law.
6.4. The parties agree, 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 are obliged to comply with any changes in laws or legal regulations that may occur after the signing of the contract. Any subsequent legal regulations shall not affect the validity of the agreement.
6.6. Subwoo is not responsible for the parts and contents that belong to the user and should be filled in and managed by the user in the Subwoo Smart E-commerce System. The CUSTOMER is responsible for all content within the domain name subject to the contract, products and services traded through the Subwoo Smart E-commerce system, and related banking transactions. Subwoo has no responsibility in these matters.
6.7. The CUSTOMER is solely responsible for any content owned by the CUSTOMER that constitutes a crime according to the law, and Subwoo has no content review responsibility. In accordance with Article 9 of Law No. 5651, the content that is unfair or constitutes a crime belonging to the CUSTOMER can be removed from publication or the entire website can be closed without the need for a separate warning to the CUSTOMER. In case Subwoo exercises 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 decision, etc.) is presented to Subwoo stating that there is no need to remove the content, the content will be immediately published.
6.8. Similarly, Subwoo has the authority to take the above-mentioned measures in cases of infringement of “Trademark and Patent Rights” protected by Decree-Law No. 556.
6.9. Exceptions to the use of the Subwoo Smart E-commerce system by the CUSTOMER (which may result in harm to other users and create criminal liability against Subwoo): products containing child abuse, sexual toys and products, pornographic publications, weapons and products with explosive properties, products that do not have the approval of the Ministry of Health or are health-related, products related to deviant religious beliefs, products specific to law enforcement and military forces and subject to administrative permission for sale, products (including agricultural products) with poisonous properties, and all kinds of products prohibited from sale by law, legislation, and communiqués or products that contradict Subwoo company principles cannot be sold. If it is determined that such products are present in the content within the system rented by the CUSTOMER or sold as goods through the system, Subwoo terminates the service provided without refund or compensation.
6.10. The CUSTOMER may add any content and sell any products (subject to not being illegal and except for the exceptions mentioned in the contract) through the Subwoo Smart E-commerce System. However, Subwoo cannot be held responsible for the sale of prohibited products or harmful products to health. In such a case, Subwoo has the right to partially or completely remove the website from publication within the framework of the rights granted by legal regulations.
6.11. The situation where the legal owner of the subject domain name and the person signing the contract are different individuals does not relieve the CUSTOMER of any legal responsibilities. If the person who signs the contract on behalf of the company has any deficiency in his/her signing authority, the CUSTOMER is personally responsible for the contractual provisions against Subwoo.
6.12. During the use of the Subwoo Smart E-commerce System, if the CUSTOMER causes any harm to the server and other customers in any way, sends SPAM, or is exposed to malicious attacks such as SYN, DDOS, http GET (httpd get), etc. (even if the damages are caused by third parties), Subwoo has the right to partially or completely terminate the service after deducting the usage fee and necessary (at least 25% of the contract amount) usage interruptions. The determination of the required usage interruption amount is at the discretion of Subwoo, subject to good faith principles.
6.13. In cases of any type of cyberattacks, including those mentioned above and even if not mentioned, the sole responsibility lies with the person who commits the act. While providing the services, Subwoo will take customary data security measures in accordance with the nature of the provided service, but the taken data security measures do not have an absolute nature. Unless it is proven that Subwoo has committed serious technical negligence or violated the necessary security measures, Subwoo cannot be held responsible for cybercrimes caused by third parties or any direct or indirect damages arising from such crimes. In such cases, it cannot be claimed that Subwoo has failed to fulfill its obligations under the contract due to service interruptions.
6.14. Due to technical maintenance and updates, Subwoo may temporarily interrupt the service for a total of up to 72 hours during the one-year rental period. The CUSTOMER has agreed in advance to these interruptions. Subwoo will try to carry out maintenance and update work between midnight and 8:00 a.m. whenever possible. The CUSTOMER cannot claim compensation for any financial or moral damages arising from interruptions due to maintenance and updates.
6.15. Subwoo may make necessary changes in the content of the package and the service provided based on technical requirements, market research, sales policies, and research activities without the approval of the customer.
6.16. If the CUSTOMER pays the contract amount with a credit card, the CUSTOMER is solely responsible for the accuracy and legality of the credit card and personal information provided. The responsibility for all transactions made by credit card or bank transfer through the rented system belongs entirely to the CUSTOMER. If for any reason, payment cannot be collected from the credit card provided by Subwoo or if the amount collected is subject to objection, Subwoo suspends the service until the rental fee is paid and the contract period is not interrupted during the suspension of service.
7. RENTAL AND RENEWAL FEE
The start date of software rental is the date on which the Subwoo Smart E-commerce System Agreement is filled out and signed, and the total software rental period is 1 (one) year. The occurrence of service interruptions or similar situations due to the CUSTOMER’s fault, default, or negligence does not extend the service period. If the CUSTOMER and SUBWOO TECHNOLOGY TRADE JOINT STOCK COMPANY agree on the renewal of the contract at least 15 days before the expiration of the rental period, the contract will be renewed for another 1 (one) year under the same conditions, otherwise, it will automatically terminate. The fee for renewal is specified as current on the website. (Renewal fees will increase annually based on the inflation rate). The CUSTOMER can choose to pay in cash/bank transfer or in installments with the addition of an interest rate if desired. For this, the CUSTOMER must sign and fax the credit card payment form attached to this agreement. If neither party objects and the contract period is automatically extended, Subwoo will collect the annual renewal service fee using the same form in subsequent years.
8. BASIC FEATURES AND TECHNICAL CONTENT OF SUBWOO SMART E-COMMERCE PACKAGE
A. Smart E-commerce STARTER Package (STARTER) includes the basic technical features such as Coupon Definition, Invoice Printing, Payment with Credit Card, Payment with 3D Secure, Strong SEO, Fast E-commerce Structure, Return Management, Instant Virtual POS, Order and 5 Email accounts (Cannot be used for spam purposes), and 1900 GB (Bandwidth) Traffic capacity. B. Smart E-commerce TALL Package (TALL) includes the basic technical features of Smart E-commerce STARTER package and additionally includes Responsive Ready Designs, Shipment Tracking, Blog, Instagram Sales, Facebook Sales, Google Shopping, 100 Email accounts (Cannot be used for spam purposes), and 3500 GB (Bandwidth) Traffic capacity. C. Smart E-commerce GRANDE Package (GRANDE) includes all the basic technical features of Smart E-commerce TALL package and additionally includes Price Comparison Site integrations defined by Subwoo TECHNOLOGY TRADE JOINT STOCK COMPANY, 300 Email accounts (Cannot be used for spam purposes), and 4500 GB (Bandwidth) Traffic capacity. D. Smart E-commerce VENTI Package (VENTI) includes all the basic technical features of Smart E-commerce GRANDE package and additionally includes Marketplace Integration, Google Merchant, B2B (Dealer Sales), Content Management Consultancy, Membership-Free Shopping, CDN Service, Browser Push, Order Creation from Panel, 1000 Email accounts (Cannot be used for spam purposes), and 5500 GB (Bandwidth) Traffic capacity.
The CUSTOMER declares that they have reviewed the basic features and technical content of the Subwoo Smart E-commerce Package from the website mentioned above and accepts its contents.
9. ADDITIONAL (PAID) SERVICES NOT INCLUDED IN THE PACKAGE
9.1. If Integration service is requested by the CUSTOMER, Subwoo provides the integration of the XML infrastructure of the authorized supplier for an additional fee. The fee for integration with the requested SUPPLIER company is determined by Subwoo and invoiced to the CUSTOMER. 9.2. The CUSTOMER must be a distributor of the requested SUPPLIER company to purchase the integration service. In addition, the CUSTOMER must present the documents indicating the dealership authorization given by the SUPPLIER company to Subwoo, otherwise, the CUSTOMER is responsible for the unauthorized transactions. Subwoo undertakes not to share any information about the integration service with third parties. 9.3. Subwoo is not obliged to make any changes to the XML provided by the Supplier Company. Therefore, Subwoo is not responsible for any problems arising from product integration or discrepancies between the policies of the SUPPLIER and the Subwoo Systems. 9.4. After XML integration is provided by Subwoo into the CUSTOMER’s system, if the SUPPLIER company makes any changes in the XML infrastructure or system, Subwoo will invoice the Integration fee as a new service fee to the CUSTOMER due to the need to re-perform the XML Integration. Subwoo cannot be held responsible in any way if the SUPPLIER company stops providing XML services or terminates the XML service. 9.5. If the CUSTOMER approaches the assigned traffic limit (Bandwidth) granted to them based on the selected package in Clause 10 of the Subwoo Smart E-commerce System, they must purchase additional bulk traffic (Bandwidth) limit. If additional traffic is not purchased, Subwoo suspends the service until additional traffic is obtained. The traffic overage fee is charged as 1 (one) USD + VAT per 1 (one) GB. The CUSTOMER undertakes to pay the overage fee. 9.6. The CUSTOMER can provide service and manage content only through the domain name specified in the contract (except for group companies owned by the CUSTOMER). The CUSTOMER can change this domain name at any time (by providing written notice) but cannot transfer it to another company or person. The CUSTOMER is responsible for covering the expenses resulting from the change, which amounts to 150 USD + VAT per change. 9.7. Any design, content, software, module, or any additional products or services not included in this contract are subject to separate fees in addition to 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 independent of this contract.
10. APPROVAL AND EFFECTIVENESS
This contract becomes effective and binding for both parties upon the CUSTOMER filling out and signing the Subwoo Smart E-commerce System Agreement in duplicate copies on the date specified on the first page. In case of any operational problems arising from the implementation of the contract, Istanbul Anatolian Courthouses and execution offices have jurisdiction.