PARTIES PROTEİN YAZILIM TEKNOLOJİLERİ SAN. TİC. AŞ. Address: Esentepe Mahallesi Haberler Sokak No: 12-14/1 Şişli/İstanbul Zincirlikuyu Tax Office / Tax Identity Number: 733 063 5015 (Hereinafter PROTEİN) entered into this agreement having reached a complete consensus on the following terms. In this Simpra Licence Agreement, CLIENT and PROTEİN will individually be referred to as “Party”; and collectively as “Parties”.
DEFINITIONS ACTIVATION With respect to the Trial Period, refers to the Service being available for use by the CLIENT after the CLIENT enters into the Simpra Platform, where it will use the Simpra Service, the Activation Code that it will obtain by approving the use of the free trial version; with respect to the Subscription Period, refers to the Service being available for use by the CLIENT after the CLIENT submits its credit card information to the Simpra Website after choosing the Subscription Type and pays the Service Price. ACTIVATION CODE Refers to the code assigned to the CLIENT over the Simpra Website pursuant to this Agreement at the beginning of the Trial Period so that the CLIENT can reach Simpra Services over Simpra Platforms. AGREEMENT Refers to this Agreement. DAY Refers to one (1) calendar day, unless otherwise specified in the Agreement. END USER Refers to people to whom the CLIENT provides hospitality services in the Facilities by using Simpra Services. FACILITY Refers to all types of commercial enterprise or enterprise of an artisan operated by the CLIENT. LICENCE Refers to the simple licence granted by PROTEİN to the CLIENT to use Simpra Services pursuant to the Agreement. MANAGEMENT PANEL Refers to the electronic platform where the CLIENT can control all Terminals on which it uses Simpra Services and all data therein. SERVICE PRICE Refers to the price that is to be collected from the CLIENT in exchange for Simpra Services, details of which are shown in Annex-1, and the amount of which can vary depending on circumstances mentioned in this Agreement. SİMPRA SERVICE / SİMPRA SERVICES / SERVICE Refers to the services of access to and use of the Software, Activation, and maintenance provided by PROTEİN to the CLIENT within the scope of the Agreement. SİMPRA WEBSITE Refers to the address “www.simprasuite.com”. SİMPRA PLATFORM / SİMPRA PLATFORMS If the Simpra Service is used over Android and IOS Terminal Types, refers to the Simpra Application that has to be downloaded to the CLIENT Terminal in order to use the Service on these Terminal Types; If the Simpra Service is used over Windows Terminal Type, refers to the service platform reached directly over the Simpra Website. SİMPRA APPLICATION Refers to the application that CLIENTS who use Simpra Services on IOS and Android Terminal Types have to download to the Terminal from Apple Store or Google Play to use Simpra Services. SOFTWARE Simpra software product, of which the CLIENT obtains usage right from PROTEIN within the scope of the Agreement, which is brought into use by a network stored or managed by PROTEİN, which is not set up for the CLIENT by PROTEİN, but rather used by the CLIENT by downloading an application to its own hardware according to the Terminal Type it has chosen or by accessing over Windows. SUBSCRIPTION AGREEMENT Refers to each individual agreement that is concluded by an Activation transaction for each Terminal where Simpra Services will be used and that is subject to terms of this Agreement. SUBSCRIPTION PERIOD Depending on the Subscription Type chosen by the CLIENT pursuant to article 13 and Annex-1, refers to the one (1) month-long or one (1) year-long period following the Trial Period during which the CLIENT wishes to continue using Simpra Services. This period also refers to and is equal to the period of the Subscription Agreement that is to be concluded for each Terminal within the scope of the Agreement. SUBSCRIPTION TYPE Refers to the Subscription Type chosen electronically by the CLIENT over the Simpra Website pursuant to article 13 of the Agreement and Annex-1. TERMINAL Refers to hardware that can use IOS, Android or the Windows operating system as the operating system and technical standards of which are specified on the Simpra Website. TERMINAL TYPE Refers to the operating system of the Terminal on which the CLIENT will use Simpra Services such as IOS, Android, Windows, etc. TRIAL PERIOD Refers to the one (1) month-long period, granted to each Client only once after the CLIENT concludes this Agreement and fills in the requested information on the Simpra Website, during which the CLIENT may use Simpra Services for free on a number of Terminals it determines at the beginning of the Trial Period.
SUBJECT AND NATURE OF THE AGREEMENT 3.1 The agreement sets forth the terms and conditions for the provision of Simpra Services by PROTEİN to the CLIENT. 3.2 If Parties conclude new Subscription Agreements for new Terminals pursuant to article 15.1 after this Agreement is concluded, the new Subscription Agreements shall be subject to the terms and conditions of this Agreement.
FEATURES OF THE SOFTWARE AND SCOPE OF THE SERVICE 4.1 Within the scope of the Agreement, PROTEİN shall provide Simpra Services to the CLIENT. Simpra Services, used in the hospitality services provided in the Facilities, offer service to CLIENTS on subjects announced on the Simpra Website. CLIENT acknowledges having read and accepted the information and explanations on the Simpra Website regarding the content and functions of Simpra Services. 4.2 Services specified in article 4.1 are not limited in number and may be extended by PROTEİN over time to develop Simpra Services pursuant to this Agreement and/or modified in terms of quality and form of presentation. 4.3 Each licence granted to the CLIENT pursuant to the Agreement shall be used only on a single Terminal owned by the CLIENT. The CLIENT shall obtain a separate licence for each Terminal where Simpra Services will be used. The simple license granted to the CLIENT under the Agreement gives the CLIENT the right to use the Simpra Service only on the number of Terminals it has selected on the Management Panel for the duration of the Subscription Period selected for that Terminal. In accordance with article 15.1 of the Agreement, the CLIENT reserves the right to increase the number of Terminals where it will use Simpra Services by concluding new Subscription Agreements subject to terms of this Agreement.
PROVISION OF SİMPRA SERVICES AND TRIAL PERIOD 5.1 Simpra Services that will be provided to the CLIENT pursuant to the Agreement are cloud based. In order to use the Simpra Service, the CLIENT shall complete the Activation transactions within the scope of this article after electronically approving the Agreement. 5.2 In order for the CLIENT to start using Simpra Services, the Activation transaction in terms of Trial Period and Subscription Period shall be carried out by PROTEİN pursuant to the following conditions: 5.3 Trial Period 5.3.1 The CLIENT shall be entitled to use Simpra Services for fourteen (14) days (“Trial Period”) free of charge, provided that it has approved this Agreement and other terms submitted to its approval to take advantage of the Trial Period and that it has filled in the requested information on the Simpra Website. 5.3.2 An Activation Code is provided to the CLIENT on condition that the CLIENT has approved this Agreement and other terms submitted to its approval to take advantage of the Trial Period and that it has filled in the requested information on the Simpra Website. 5.3.3 The CLIENT can carry out Activation of the Trial Period by entering on the Simpra Platform where the Simpra Service will be used, the Activation Code obtained for the Trial Period. 5.3.4 The Trial Period starts on the date CUSTOMER enters the Activation Code on the Simpra Platform and ends fourteen days later. Unless the CLIENT enters the Simpra Website and completes the necessary steps to start the Subscription Period pursuant to article 5.4 at the end of the Trial Period or before the Trial Period ends, the Agreement is automatically terminated and CLIENT’s access to the Simpra Platform is blocked. If the Agreement is terminated pursuant to this Article, PROTEİN shall continue to make the Management Panel available for the CLIENT’s use for seven (7) days following the date of termination. 5.3.5 At the beginning of the Trial Period, the CLIENT may electronically choose on the Simpra Website the number of Terminals on which it wishes to use Simpra Services. Each CLIENT may benefit from the Trial Period only once and throughout the Trial Period, the CLIENT may use Simpra Services only on the number of Terminals that it had electronically stated on the Simpra Website at the beginning of the Trial Period. 5.4 Subscription Period 5.4.1 Activation of CLIENT’s Subscription Period is carried out if the CLIENT satisfies the following conditions: During or at the end of the Trial Period, the CLIENT shall electronically select the Subscription Type for each Terminal where it will use Simpra Services pursuant to article 13 and Annex-1; the CLIENT shall register to the Simpra Website, information of the credit card to be used in the collection of Service Prices to be paid in accordance with the chosen Subscription Types; Service Price shall be collected from this card. 5.4.2 Selection of the Subscription Type is required to start the Subscription Period. The CLIENT may choose the Subscription Type at the beginning of or during the Trial Period. However, selection shall be completed after the end of the Trial Period at the latest to start the Subscription Period. 5.4.3 In order to start the Subscription Period, the CLIENT shall register to the Simpra Website, information of the credit card to be used in the collection of Service Prices to be paid in accordance with the chosen Subscription Types for each Terminal pursuant to article 5.4.2. In order for the Subscription Period to start, Service Price that shall be collected from the CLIENT at the moment of Activation as per the Subscription Type shall be collectible from the registered credit card. Otherwise, the CLIENT shall not be granted access to Simpra Services. If the CLIENT registers its credit card information to the Simpra Website before the end of the Trial Period, Subscription Price shall be collected from the card at the end of the Trial Period. 5.4.4 The Subscription Periodof the Subscription Type chosen by the CLIENT starts when Activation is complete as per article 15. When Activation of the Subscription Period is made, an independent Subscription Agreement is concluded concerning the relevant Terminal subject to terms of this Agreement. 5.5 Starting from when the Agreement is concluded, Simpra Services shall be available on Terminal Types IOS, Android, and Windows. In case the CLIENT prefers to use Simpra Services on a Windows basis, it may reach Simpra Services via the Simpra Website. If the CLIENT prefers to use Simpra Services of IOS and Android Terminal Types, it shall download the Simpra Application to its Terminal via Apple Store of Google Play, depending on the relevant Terminal Type. 5.6 The CLIENT is solely responsible from its failure to reach Simpra Services during Trial Period and/or Subscription Period as a result of its failure to fulfill or complete conditions of the use of Simpra Services set forth in this Section; or to obtain the required hardware, software, or one of the other technical tools or specifications. The CLIENT is not entitled to any sort of compensation or refund from PROTEİN for these reasons. In this case, Subscription Periods shall continue to run pursuant to article 15.
PROTEİN’S OBLIGATIONS 6.1 Within the scope of Simpra Services, PROTEİN shall provide the CLIENT access to the Simpra Platform via Terminals and access to the Management Panel, as well as transfer the data, which the CLIENT submitted to the Simpra Platforms via Terminals and the Management Panel, to data storage facilities owned by third parties. 6.2 Provided that the CLIENT acts in accordance with technical conditions regarding products and services, PROTEİN is responsible from keeping Simpra Services ready to use by the CLIENT. Agreement provisions of the “Level of Service Concerning the License” section are reserved. 6.3 PROTEİN shall transfer data that the CLIENT submits to the Simpra Platform to a data storage facility located in the Federal Republic of Germany and shall provide access to the CLIENT to the data in the relevant data storage facility when required. Article 12.2 of the Agreement is reserved. 6.4 It is PROTEİN’s responsibility that the data submitted by the CLIENT through the software reaches the data storage facility without being exposed to access by third parties and gets transferred to the CLIENT when needed without being exposed to access by third parties. 6.5 PROTEİN accepts, declares, and undertakes to securely keep and refrain from sharing with third parties credit card information obtained from the CLIENT to collect the Service Price that the CLIENT undertakes to pay pursuant to this Agreement; and not to make transactions with these cards other than those permitted by this Agreement.
CLIENT’S OBLIGATIONS 7.1 The CLIENT accepts, declares, and undertakes to pay the Service Price applicable to the Subscription Type it had electronically chosen as per the pricing proposal in Annex-1. Article 13.9 of the Agreement is reserved. CLIENT accepts and declares that PROTEİN may block its access to Simpra Services and exercise its contractual and legal rights against the CLIENT in case the CLIENT defaults on the payment of the Service Price. 7.2 Specifications of the hardware required to make the Software function is explained in detail on the Simpra Website. The CLIENT accepts, declares, and undertakes that some of Simpra Services require additional hardware and that it has reviewed the hardware specifications corresponding to the purposes for which it wishes to use Simpra Services. The CLIENT is responsible from supplying the hardware consistent with technical specifications required to download and operate the Software. The CLIENT is solely responsible from damages resulting from hardware’s failure to comply with these technical specifications and may not request refund of the Service Price due to failure of hardware to comply with any of these technical specifications. 7.3 The CLIENT is obliged to verify and ensure the accuracy of the transactions it makes and the records it keeps within the scope of Simpra Services, and the legality of the content of these records as well as the ways they were obtained. The CLIENT accepts, declares, and undertakes that PROTEİN has no control over the content of the information submitted to the Simpra Platform and the Management Panel, that solely the CLIENT will be responsible if this information or the ways it was obtained are deemed illegal, and that in case PROTEİN sustains any damages as a consequence, the CLIENT shall immediately compensate PROTEİN for such damages along with the accrued interests. 7.4 CLIENT is solely responsible for the protection of CLIENT information and passwords required to access Simpra Services. PROTEİN shall not be liable under any circumstances if third parties access Simpra Services using the CLIENT’s information. 7.5 The CLIENT accepts that the data it submits to the Simpra Platform and the Management Panel will be retained by PROTEIN in data storage facilities owned by third parties. PROTEİN is not responsible from the unavailability or loss from data storage facilities held by third parties of information, data, or electronic reservation queue and cancellation data from sale prices displayed on the Software belonging to the CLIENT. 7.6 The CLIENT is responsible from taking reservations, updating the inventory and prices, and establishing the internet connection to reach the benefits of the network concerning the cloud Software as well as covering its costs. The CLIENT is solely responsible for any matter directly related to the CLIENT’s choice of internet service provider and CLIENT’s internet connection. 7.7 The CLIENT accepts, declares, and undertakes that data it submits to the Simpra Platform and the Management Panel does not violate the laws or the secondary legislation of the Republic of Turkey, or the laws regarding protection of personal data; does not include any illegal element; does not contain data that could harm the Simpra Services, the Simpra Platform, the Management Panel, or the technical hardware; and that otherwise the CLIENT would be liable for all damages sustained by PROTEİN and third parties. 7.8 The CLIENT shall not request damages or make any other claims against PROTEİN on the grounds that its hardware or other systems were damaged due to downloading the Simpra Application to the Terminal pursuant to this Agreement or that the system was infected by a virus or malware because of the downloaded content. 7.9 The CLIENT retains the right to change at any time the credit card submitted to the Simpra Website for the collection of the Service Price. In that case, on the first collection date following the change, Service Price shall be collected from the last submitted credit card.
PROTECTION OF PERSONAL DATA 8.1 The CLIENT and PROTEİN hereby accept that they shall act in line with the regulations prescribed in GDPR and secondary legislation as well as local regulations regarding the protection of personal data and all the principles underlying the protection of personal data. 8.2 The CLIENT acts as data controller, whereas PROTEİN acts as data processor. The parties hereby accept that with respect to processing, preservation and retention of the real person End User’s data processed by using Software, PROTEİN’s access to the End User data is limited to the data transferred by the CLIENT to Simpra Services and the purpose of providing Simpra Services, there is no platform available for PROTEİN to directly reach End User data and determine the process objectives and/or usage of the End User data within the scope of the application of this Agreement and usage of Software by CLIENT. 8.3 PROTEİN hereby accepts, declares and undertakes that it shall act in line with the below principles while processing data obtained within the scope of this Agreement:
Process data in compliance with applicable law and good faith
Keep data accurate and up-to-date
Process data for specified, clear and legitimate purposes and not further processed in a manner that is incompatible with those purposes
Process personal data related, limited and restrained to the purposes specified to real person End Users (consumers).
Store Personal data to the extent of time that is permitted by the applicable law or necessary to provide services comitted to relevant real person End Users (consumers). 8.4 CLIENT hereby accepts, declares and undertakes that it shall act in line with the regulations prescribed in GDPR and secondary legislation as well as local regulations regarding the protection of personal data, comply with the principles and obligations of protection and processing of personal data, and that it shall be solely responsible both for its own breaches and the breaches of its personnel in this respect. 8.5 CLIENT hereby accepts, declares and undertakes that they will get EXPLICIT CONSENT from the real person End Users in line with the regulations prescribed in GDPR and secondary legislation as well as local regulations regarding the protection of personal data, prior to processing real person End Users’ personal data. CLIENT also hereby accepts, declares and undertakes that even if the CLIENT benefit from other legal remedies available in applicable law, it shall nevertheless perform its duty to inform real persons. 8.6 PROTEİN hereby accepts and undertakes that they have access to the personal data to the extent for the purposes for providing services specified in this Agreement. 8.7 CLIENT hereby accepts and undertakes that they transfer data either to domestic or foreign resources in line with the regulations prescribed in GDPR and secondary legislation as well as local regulations. CLIENT also accepts, declares and undertakes that, if required, it will get necessary permission from the local Personal Data Protection Authority especially for foreign data transfers and shall fulfill all necessary conditions of the applicable data protection regulation for such transfers. 8.8 CLIENT hereby accepts, declares and undertakes that they shall take all kinds of technical and administrative measures for the purpose of preventing any personal data processing, accession to personal data and storage of these data contrary to the applicable data protection regulation. 8.9 Parties hereby accept, declare and undertake that in the event of unlawful processing of personal data, obtention of such data by third parties or any other security violation, Parties shall notify the other Party about this occasion immediately and shall take all precautions to prevent or restrict the loss. 8.10 CLIENT hereby accepts, declares and undertakes that in the event of unlawful obtention of personal data by third parties, it shall notify relevant administrative bodies including mainly the local Personal Data Protection Authority and relevant real person End Users about the occassion. 8.11 CLIENT hereby accepts, declares and undertakes that it shall pay compensate all damages incurred by PROTEİN if CLIENT fails to comply with its duties and/or rules and principles stipulated by the regulations prescribed in GDPR and secondary legislation as well as local regulations regarding the protection of personal data, and as a result of such breach, any claim is brought against PROTEİN by End Users and/or third persons. 8.12 CLIENT hereby accepts, declares and undertakes that CLIENT ex officio erases data, which is collected by the Software for the perfomance of this Agreement, after the necessary purposes for which the personal data are processed end or take a decision to erase, destroy or anonymize upon the requests of real person End Users. In any event, CLIENT accepts, declares and undertakse that they completely erase or anonymize data provided by the customers if the applicable data protection regulation requires or following the expiration of the Agreement. 8.13 In case the CLIENT or the End User requests the erasure of personal data, PROTEİN is entitled to effectuate anonymization instead of erasure, unless the End User’s objection is not lawful or a request or an objection of the End User has been upheld by the local Personal Data Protection Authority and/or a court. 8.14 PROTEİN duly undertakes to record all transactions regarding the erasure, demolishment and anonymization of personal data and to preserve such documents for maximum three years. 8.16 PROTEIN will promptly notify the CLIENT about: (i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation; (ii) any accidental or unauthorised access; and (iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so. 8.16 PROTEIN will promptly notify the CLIENT about: (i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation; (ii) any accidental or unauthorised access; and (iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so. 8.15 The CLIENT duly undertakes to register with the Registry of Data Controllers unless the CLIENT is exempt from doing so by the local Personal Data Protection Authority. The CLIENT duly undertakes to implement and announce a data protection policy for storage and erasure of data. 1. The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law. 2. The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any sub-processor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law. 3. The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any sub-processor preventing the conduct of an audit of the data importer, or any sub-processor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5(b). 1. The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law. 2. The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any sub-processor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law. 3. The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any sub-processor preventing the conduct of an audit of the data importer, or any sub-processor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5(b). 8.16. The CLIENT duly undertakes to compensate all losses incurred by PROTEİN arising from actions or transactions of the CLIENT, which constitute a breach of GDPR, of relevant regulations or of applicable law regarding the protection of personal data.
LEVEL OF SERVICE CONCERNING THE LICENCE 9.1 Within the scope of this Agreement, PROTEIN is obliged to provide the Simpra Service at a % 99 utility level. Service breakdowns caused by factors other than PROTEİN such as breakdowns resulting from internet infrastructure, card institutions, virtual pos systems and interruptions caused by the CLIENT are not included in this period. To avoid any doubt, PROTEİN is only responsible from fixing deficiencies and breakdowns resulting from its own Software and systems. 9.2 Except for planned interruptions, planned mobilizations, emergency tests, and interruptions caused by the CLIENT, service measurements shall be calculated using the following formula: Utility Level = Time of Use of the Software _______________ ____________ X 100 Total Time of Access to the Services through the Software
PROVISION OF MAINTENANCE SERVICES 10.1 In case Simpra Services brought to CLIENT’s use pursuant to this Agreement suffer from a breakdown or an interruption, caused by services provided by PROTEİN, CLIENT may report the failure via phone or online live support using the failure report contact information on the Simpra Website. 10.2 PROTEİN shall intervene in breakdowns notified by the CLIENT at data storage facilities held by third parties or at PROTEİN headquarters. The Parties hereby accept, declare, and undertake that no maintenance or repair service shall be provided at the CLIENT’s workplace/on the CLIENT’s hardware within the scope of this Agreement. 10.3 The CLIENT shall provide PROTEİN all the necessary support for work carried out to solve the problems. 10.4 Maintenance and repair services listed in this article are the only maintenance and repair services PROTEİN will provide to the CLIENT and they are included in the Service Price specified in Annex-1.
UPDATES 11.1 During the Agreement period, PROTEİN may make updates and bring new versions into CLIENT’s use to develop and improve the Simpra Service and/or to increase quality of the service. To avoid any doubt, PROTEİN is not obliged to make updates, add new versions, or patches. 11.2 Updates and use of new versions are not subject to CLIENT’s approval and it is not possible for CLIENT to use pre-update versions or older versions of Simpra Services. On the other hand, bringing into use updates and new versions that increase the CLIENT’s Service price pursuant to the Agreement is subject to CLIENT’s approval. The CLIENT accepts that Simpra Services are an entire system that functions on the same update field and version, and that unless it approves updates and new versions that change the Service Price, PROTEİN may not continue to bring into CLIENT’s use older versions and pre-update Services and CLIENT’s access to the Simpra Platform will be bloked. If the CLIENT’s access to the Simpra Platform is blocked due to its failure to approve a paid update or new version, the CLIENT may terminate the Agreement with just cause in seven (7) days without having to pay any damages.
DATA STORAGE 12.1 PROTEİN is responsible from the secure transfer of data and transaction information, which the CLIENT submits through the Software, to data storage facilities owned by third parties and from securely presenting these back to the CLIENT. 12.2 Beginning from when these are submitted to Simpra Platforms and the Management Panel until the termination of the Agreement, PROTEİN is responsible from securely transferring to data storage facilities owned by third parties, data and information regarding transactions that the CLIENT makes through Simpra Platforms and the Management Panel as part of Simpra Services. 12.3 Starting from when these were submitted through Simpra Platforms and the Management Panel until the end of the seven (7) day-period starting from termination of the Agreement, if requested by the CLIENT, PROTEİN is responsible from securely transmit to the CLIENT the data and information that had been transferred to data storage facilities owned by third parties and that are about transactions that the CLIENT makes through Simpra Platforms and the Management Panel as part of Simpra Services. 12.4 The CLIENT acknowledges and approves that information submitted through the Software is stored in data storage facilities owned by third parties in the Federal Republic of Germany. Accordingly, the CLIENT accepts, declares, and undertakes that it shall solely be responsible if data is lost or cannot be reaches due to reasons attributed to the third parties who store data. 12.5 If requested by the CLIENT, when the Agreement is terminated and/or when the relevant legislation dictates, PROTEİN shall erase, eliminate, or anonymize recorded data and transaction information. While the Agreement is still in effect, even if the CLIENT does not make such a request, PROTEİN may erase, eliminate, or anonymize data transferred by the CLIENT as required by court and/or administrative decisions. If the CLIENT or the natural person End Users request erasure of personal data, PROTEİN reserves the right to anonymously keep records of the data instead of erasing it unless the natural person End User has a legally valid objection and/or a complaint/claim upheld by the Personal Data Protection Authority and/or the Court.
PRICING AND PAYMENT 13.1 Service Prices collected in exchange for Services provided to the CLIENT pursuant to this Agreement varies according to the Subscription Type preferred by the CLIENT. For each Subscription Type, Service Prices that shall be collected from the CLIENT is shown in Annex-1. Service Price shall be collected separately for each Terminal where the CLIENT uses Simpra Services. PROTEİN offers the CLIENT two Subscription Types based on period:
Annual Subscription
Monthly Subscription 13.2 The CLIENT may choose a different Subscription Type for each Terminal where it will use Simpra Services. The CLIENT shall determine electronically over the Simpra Website on how many Terminals it shall use Simpra Services and which Subscription Types these Terminals shall be subject to. Article 15.1 of the Agreement is reserved. 13.3 If the CLIENT prefers annual Subscription as per article 13.1(a), annual Service Price shall be collected in advance from the registered credit card of the CLIENT. If the CLIENT prefers annual Subscription as per article 13.1(a), the CLIENT shall be entitled to use Simpra Services free of charge for two (2) months. In that case, Service Price that would be paid for ten (10) months of Service had the CLIENT chosen monthly Subscription as per article 13.1(b) shall be collected in advance from the registered credit card of the CLIENT. 13.4 If the CLIENT prefers monthly Subscription as per article 13.1(b), monthly Service Price for the first month shall be collected in advance from the registered credit card of the CLIENT. If the period of the Monthly Subscription Agreement is extended in the following months pursuant to article 15.2, Service Price corresponding to each following month shall be collected in advance from the registered credit card of the CLIENT at the beginning of the month-long extension period. 13.5 If the CLIENT cannot use the Service at one or more Terminals where it uses the Simpra Service for some of the Subscription Period calculated pursuant to article 15.1 and if the CLIENT has a monthly subscription as per article 13.1(b), Service Price corresponding to the days when the Service cannot be used shall be automatically deducted from the invoice of the following month at the beginning of the following month; no Service Price shall be collected for the Terminal in question for the following month; and the accrued Service Prices shall be collected from the registered credit card of the CLIENT after the amount corresponding to days when the Service cannot be used are deducted. If the CLIENT has an annual subscription as per article 13.1(a), the CLIENT benefits from the reduced annual price and shall not take advantage of the Service Price discount pursuant to this article. CLIENT’s rights under article 16.4 of the Agreement are reserved. 13.6 Service Prices that are to be collected from the CLIENT depending on the Subscription Type that it has electronically chosen are directly collected via the virtual pos from the CLIENT’S credit card registered to the Simpra Website. 13.7 Regarding all monthly payments, the CLIENT accepts that PROTEİN keeps the credit card information that it has registered to subscribe to the system and that Service Price shall be collected from this card every month. 13.8 In case the CLIENT has a monthly subscription as per article 13.1(b), if the Service Price cannot be collected from the credit card registered by the CLIENT, PROTEİN shall send the CLIENT a written notice giving the CLIENT three (3) days to transfer the Service Price to PROTEİN’s account or submit the information of another credit card that is suitable for collection. CLIENT’s failure to transfer the Service Price to PROTEİN’s account or to submit the information of another credit card that is suitable for collection shall constitute a just cause for PROTEİN in terms of the article entitled “Termination of the Agreement”. If the CLIENT transfers the Service Price to PROTEİN’s account or submits the information of another credit card that is suitable for collection, a second failure to collect the Service Price from the card on record within the same calendar year shall constitute a just cause for PROTEİN in terms of the article entitled “Termination of the Agreement”. If the CLIENT submits to PROTEİN information of a new credit card pursuant to this article, in the following months, Service Prices shall continue to be collected from this last registered card. 13.9 Regardless of whether the CLIENT has an annual or monthly subscription, pursuant to this article 13 and Annex-1, Service Price shall be increased at the rate of inflation after one (1) year starting from the beginning of the CLIENT’s Subscription Period and at each year-long extension following this. PROTEİN may increase the Service Price at a higher rate than specified in this article on the condition that CLIENT approves this electronically. In case PROTEİN requests increase at a higher rate than specified in this Agreement, failure of the CLIENT to approve the proposed price shall constitute a just cause for both Parties in terms of the article entitled “Termination of the Agreement” and each Party shall be entitled to immediately terminate the Agreement without compensation. Unless none of the Parties terminates the Agreement pursuant to this article, the Agreement shall continue to remain in force and the rate of increase specified in this article shall be applied to the Service Price. 13.10 All Subscription Agreements to be concluded after the conclusion of this Agreement shall automatically be subject to the price list published on the Simpra Website at the date of their conclusion.
INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS 14.1 Within the scope of this Agreement, PROTEİN only grants the CLIENT the right to a simple licence for the use of Simpra Services in the commercial activities of the CLIENT itself. PROTEİN’s granting of the right to a simple licence on the Software and access to the Services shall not entitle the CLIENT to claim any rights including any right to property on the Software. 14.2 The CLIENT shall run, preserve, transfer, and operate the Software on which it obtained the right to a simple licence; in the manner, at the place and on the system specified in this Agreement. The CLIENT shall not provide Simpra Services to the use of third parties or shall not lease or sublicense the Simpra Services to third parties. CLIENT shall take all necessary precautions to prevent any unauthorized access arising from its fault. 14.3 CLIENTaccepts, declares, and undertakes not to breach any of PROTEİN’s intellectual property rights on the Simpra Services, particularly not to copy or sell the Software or not to make any modifications or reverse engineering on the Software. 14.4 CLIENTaccepts, declares, and undertakes to pay PROTEİN a penalty of USD 20.000 upon the first request of PROTEİN in case it breaches any of the terms stipulated in this article 14.
SUBSCRIPTION AGREEMENTS AND TERM OF THE AGREEMENT 15.1 CLIENT shall choose on the Simpra Website a Subscription Period pursuant to article 13 and Annex-1 for each Terminal where it will use the Simpra Services. Parties accept and undertake that a separate agreement (”Subscription Agreement”) for the relevant Terminal consisting of the terms and conditions of this Agreement shall be concluded between the Parties upon the completion of Activation for each Terminal following the selection of the Subscription Period and the payment of the Service Price for the relevant Subscription Period. This agreement serves as the basis of and determines the provisions of each Subscription Agreement that will be concluded for Terminals designated when the Subscription Period started and for other Terminals on which the CLIENT will start to use Simpra Services after this Agreement is signed. 15.2 The Period of the monthly Subscription Agreements to be concluded between the CLIENT and PROTEİN shall commence on the date of CLIENT’s Activation of the relevant Terminal and shall terminate on the date corresponding to the same day in the following month. In case any of the Parties does not notify the other Party in writing about its will to terminate the monthly Subscription Agreement at least five (5) days before the date of termination, the monthly Subscription Agreement shall extend one (1) month. The monthly Subscription Agreement shall always continue to extend by one (1) month extension periods in the following months and shall never become an agreement of indefinite term. 15.3 The term of the annual Subscription Agreement to be concluded between the CLIENT and PROTEİN shall commence on the date of CLIENT’s Activation of the relevant Terminal and shall terminate on the day corresponding to the same date in the following year. In case any of the Parties does not notify the other Party in writing about its will to terminate the annual Subscription Agreement at least five (5) days before the date of termination, the annual Subscription Agreement shall extend one (1) year. The annual Subscription Agreement shall always continue to extend by one (1) year extension periods in the following years and shall never become an agreement of indefinite term. 15.4 This Agreement shall continue to remain in force until all monthly and/or annual Subscription Agreements between the Parties are terminated.
TERMINATION OF THE AGREEMENT 16.1 This Agreement shall automatically terminate upon the termination of all Subscription Agreements between the Parties. Each individual Subscription Agreement shall terminate upon a Party’s notification of termination to the other Party pursuant to article 15. The Parties’ right to unilaterally terminate this Agreement and/or Subscription Agreements with immediate effect due to a just cause is reserved. 16.2 In case a Party unilaterally terminates this Agreement and/or one or several Subscription Agreement(s) without any just cause before the date of expiration, such notification of termination shall bear its legal consequences starting from the date of notification and the relevant agreement shall terminate. 16.3 In case the CLIENT breaches one of its responsibilities resulting from article 8 of this Agreement on the personal data protection obligations, article 14 on the intellectual property rights, or article 18.1 on the confidentiality obligations, PROTEİN’s right to unilaterally terminate this Agreement with just cause is hereby reserved. 16.4 In case the CLIENT who has a monthly subscription pursuant to article 13.1(b) terminates the monthly Subscription Agreement(s) before the date of expiration, PROTEİN shall refund the CLIENT for the part of the collected Service Price corresponding to the term between the date of termination and the ordinary date of expiration of the monthly Subscription Agreement. 16.5 In case the CLIENT who has an annual subscription pursuant to article 13.1(b) terminates the annual Subscription Agreement(s) before the ordinary date of expiration, the monthly Service Price discounts which the CLIENT benefited from as an annual subscriber as compared to a monthly subscriber until the date of termination shall be deducted from the previously collected annual Service Price and the remaining Service Price corresponding to the unused months shall be returned to the registered credit card of the CLIENT. 16.6 The CLIENT’s access to Simpra Services through the Terminal shall be blocked upon termination of the Subscription Agreement of the relevant Terminal. In case the Agreement terminates due to a reason not arising from the fault of the CLIENT, PROTEİN shall continue to provide the CLIENT access to the Management Panel for seven (7) days following the date of termination of this Agreement. 16.7 The fact that the Agreement is not terminated despite emergence of the conditions of termination, shall not be interpreted, in a manner unfavorable to the Party who did not use the right of termination, as a waiver of its right of termination, or of its compensation claims; or as an implicit consent to the amendment of the terms of this Agreement.
FORCE MAJEURE 17.1 Any event beyond the control of the Parties that prevents and/or delays the Parties from performing their obligations resulting from this Agreement shall be deemed force majeure [for example, strike, lockout, war (declared or undeclared), civil war, terrorist acts, earthquake, fire, flood, or similar natural disasters, state regulations and actions, etc.] and the Parties shall not be liable for failure to perform their obligations hereunder due to the occurrence of Force Majeure. Economic or financial grounds as well as reasons arising from the acts of the CLIENT shall not be deemed as Force Majeure. 17.2 In case the Force Majeure case continues for more than thirty (30) days without any interruption, the Parties shall settle the modality of dissolution and liquidation of the Agreement. If the Parties fail to conclude a settlement within fifteen (15) days starting from the expiration of the 30-day-long period, each Party may immediately and unilaterally terminate the Agreement without compensation.
GENERAL PROVISIONS 18.1 Confidentiality and Non-Competition CLIENT and PROTEİN agree to keep and preserve the business practices or trade secrets of the other Party learned during the performance of this Agreement, not to disclose this information to any third party or public institution, and to make their employees abide by non-violation of this provision. The CLIENT accepts and undertakes not to directly or indirectly employ or establish a partnership, agency, executive, or consultancy relationship with PROTEİN executives and employees starting from the initiation of the legal relationship with PROTEİN under this Agreement or any other agreement, during the term of this Agreement, and for 2 years after termination of this Agreement. In case of non-compliance with this provision, the violating Party shall be responsible for the other Party’s loss of business, client, and any kind of material and non-material damages arising thereof as well as pay USD 20,000 to the other Party as penalty. This provision of the Agreement shall remain in force after termination of the Agreement. 18.2 CLIENT’s Products and Services and Logo CLIENT accepts and declares that from the day it signed the Agreement, it approves the use of the registered logo of its company, product, and service by PROTEİN in a non-violating manner on the Simpra and PROTEİN Website, brochures, advertisement catalogs, and newsletters, in written and digital media, and as a reference. 18.3 Amendment of the Agreement in Writing This Agreement can only be amended by the Parties’ mutual consent and in writing. Parties’ de facto actions shall not be interpreted as amendment of this Agreement even if they are continuous and not opposed. Except for situations explicitly indicated under the Agreement, the fact that one or both of the Parties do not use one of their rights arising from this Agreement or postpone such use, or overlook the other Party’s violation of the Agreement or perform a provision of the Agreement in a different way, shall not be interpreted as the Parties’ waiver of their rights arising from this Agreement or to mean that they are precluded from making claims, that this provision was removed or amended. 18.4 Settlement of Disputes For settlement of the disputes arising from this Agreement, Istanbul Central Courts and Enforcement Offices shall be authorized and Turkish law shall apply for dispute resolution. 18.5 Tax Duty and Cuts Arising from the Law. In case any kind of tax duty arises from the conclusion or performance of the Agreement, Parties shall be jointly responsible for the tax duty. In this case, PROTEİN shall pay the arising tax duty in full, when the nature of the tax duty permits such as for stamp duty, and pass on the CLIENT’s portion of the tax duty (half of the tax duty) to the CLIENT through an invoice and by collecting the amount from the registered credit card of the CLIENT. 18.6 Notifications Parties agree that the addresses written above are their legal addresses, and that notifications made to these addresses shall be legally binding unless address changes are notified to the other Party. 18.7 Evidential Contract Except for notifications subject to special form requirements under the law, primarily those set forth under article 18/3 of Turkish Commercial Code no. 6102, all notifications shall be made through electronic mail. Correspondence between Parties via Parties’ electronic mail addresses indicated below are deemed delivered and assessed as hard evidence in disputes between the Parties. Without prejudice to this provision, Parties’ correspondence via registered electronic mail also constitutes hard evidence. PARTY E-MAIL ADDRESS(ES) CLIENT [●] PROTEİN [●] 18.8 E-Archive Invoices In case the CLIENT is not registered for e-invoice, the CLIENT agrees that PROTEİN send e-archive invoices to the e-mail addresses provided above. CLIENT cannot claim reimbursement of the amounts collected from its credit card on the grounds that invoices that are sent to the e-mail addresses provided under article 18.7 are not delivered “as paper copy”. 18.9 Entirety of the Agreement Agreement is an entire agreement with its twenty (20) provisions, all annexes, and electronic records regarding CLIENT’s selection of Subscription Type within the scope of Article 13 and Annex-1. In case any provision or annex of the Agreement is declared null and void, the validity of other provisions of the Agreement shall not be harmed and the Agreement shall remain in force with the remaining provisions.
ASSIGNMENT CLIENT accepts, declares, and undertakes that it shall not assign, pledge, or lend the rights and obligations arising from the Agreement to third parties or have them used by third parties, either in return for a compensation or not, and that in any case, it shall not associate any other natural or legal third person to its obligations arising from the law or from the Agreement for any reason without taking prior written approval of PROTEİN.
