Distance Sales Agreement

1. PARTIES

1.1. BİS Çözüm Bilgisayar ve Entegrasyon Hiz. ve Tic. A.Ş.
Address: İçerenköy Mah., Üsküdar-İçerenköy Yolu Cad. No:10, VIP Center, Kat:3, Ataşehir / Istanbul 34752 TÜRKİYE
Mersis no: 168048753300016
Telephone: 02164698739
Authorized email: [email protected]
(hereinafter referred to as “BİS”.)

1.2. {Customer.CompanyName}
Address: {Customer.Address}
Tax no: {Customer.CompanyTaxNumber}
Authorized email: {Customer.Email}
(hereinafter referred to as the Customer.)

Date of the Agreement: {Contract.Date}

In this Sales Agreement, BİS and the Customer are hereinafter referred to individually as a “Party” and together as the “Parties”.

DEFINITIONS

“Product” means the Human Resources and Corporate Solutions Management System,

2. SUBJECT OF THE AGREEMENT

This Framework Agreement has been concluded to determine the basic terms relating to all kinds of products and services to be provided to the Customer by BİS and to set out the general principles of the Parties' rights and obligations. Additional agreements may be made between the Parties regarding Services and Service Offerings.

The Parties to this Agreement accept, declare and undertake that the Products and Services that are the subject of the Agreement are not covered by Consumer Protection Law No. 6502, that the Customer is entering into this Agreement in order to purchase the Products, Services and Service Offerings for the purpose of conducting its commercial activities, and that there is no right of withdrawal.

3. SCOPE OF THE PRODUCTS, SERVICES AND SERVICE OFFERINGS

3.1. BİS provides the services to be made available to the Customer within an internet-based human resources and corporate solutions management system, in which the data obtained during use of the Products is recorded, processed for different areas of use and presented to the Customer. This system consists of the Plena İnsan, Plena Masraf, Plena Arşiv, Plena İşe Alım, Plena Growth, Plena LMS, Plenalitik, Plena AI Assistant and Plena Legal module(s) within the single product “Plena Pro”. For the duration of the services for which it pays the fee, the Customer will have the right to use the software, programs or applications concerned. BİS reserves the right to add to or change the modules in the package during the term of the Agreement. The Customer may benefit from these additional modules in return for a fee.

4. ENTRY INTO FORCE OF THE AGREEMENT

4.1. The Customer has reviewed the product, service and service offering it wishes to purchase on the www.plena.pro website and has completed the purchase by ticking the “I have read and approve” box at the bottom of this Agreement and the other relevant documents, and this Agreement has entered into force.

5. FEES AND PAYMENT METHOD

5.1. Fees are announced on the www.plena.pro website. Fees may be updated unilaterally by BİS from time to time.

• 5.1.1. The package scope and fee the Customer has taken as of the date of this Agreement are as follows.

5.2. The Customer's subscription will be started after payment of the fees by EFT, bank transfer or credit card as agreed with the Customer. Monthly payments made by EFT or bank transfer will be paid in advance by the Customer within 5 business days following BİS's invoicing of the Customer. If the fees are not paid on time, BİS reserves the right to suspend the Services and block the Customer's access to the Products. If the fees are not paid on time, the Customer's access to the Products will be maintained for a maximum of 15 calendar days; if payment is not made within this period, the CUSTOMER's access to the Products will be blocked.

5.3. If a trial period has been set for the Products, the trial period begins when the Products are made accessible to the Customer and ends automatically at the end of the trial period.

5.4. For all orders placed in a foreign currency but payable in Turkish Lira, the Central Bank of the Republic of Türkiye (TCMB) foreign exchange selling rate is used to calculate the price.

6. WARRANTY

6.1. The Customer is responsible for the use of the Products, Service Offerings and Services provided to the Customer under this Agreement and any other agreements to be concluded between the Parties in future.

7. TERM AND TERMINATION

7.1. This Agreement enters into force when the Customer approves it under Article 4.1 and remains in force unless it is terminated by mutual agreement of the Parties or terminated under Article 7.2.

7.2. Each Party may terminate this Agreement unilaterally by giving the other Party 1 month's prior written notice. If the Agreement is terminated before the membership period is completed with respect to the products the Customer has purchased, the fees paid to BİS will not be refunded and the Customer's access to the system will be closed under Article 5.2.

Provided this notice period is observed, it is known and accepted in advance by both Parties that the TERMINATING PARTY will not incur any debt or obligation by terminating the Agreement under this article, and that, subject to rights and receivables accrued up to that date, the OTHER PARTY may not claim any other right or compensation under any name whatsoever, such as (but not limited to) damages, contractual penalty or loss of profit.

8. CONFIDENTIALITY AND PROTECTION OF PERSONAL DATA

8.1. The Customer undertakes to treat as confidential information, and not to give, share, sell, disclose or publicly announce to third parties without BİS's written permission, or to avoid conduct that would have such a result: all information, whether or not designated as confidential by the other Party, that it learns about BİS or the Products in connection with this Agreement and/or through performance of this Agreement, including the software, the system and the visuals and designs, texts and graphics within the software, technical information, analyses, figures reflecting sales, advertising, product development and research activities and plans, the content of the Agreement, the business relationship and the work carried out, and not limited to these, other than information lawfully obtained by third parties; and, in addition, the data obtained from the Product and the information that emerges from analyzing this data. The Agreement itself is also within the scope of confidential information.

8.2. The Customer accepts the following:

8.2.1. Confidential Information will not be disclosed or made available to any third party without BİS's prior written permission; however, the Customer may disclose the confidential information, solely for the purpose of carrying out the work, to its employees who need to know it, who have accepted this restriction and who are under a non-disclosure obligation at least as strict as the provisions set out in this agreement;

8.2.2. It will use Confidential Information only for the purpose within the scope of the current agreement.

8.2.3. It will share the passwords provided by BİS only with the persons who need to know them to carry out the work, and will take the necessary measures to ensure that these persons do not disclose the passwords to anyone else in any way. Otherwise, all responsibility will belong to the Customer. If these persons leave their jobs or their access to information or to the system needs to be blocked, the Customer will notify BİS in writing immediately. Otherwise, all responsibility will belong to the Customer.

8.3. The following information or data do not fall within the definition of Confidential Information

8.3.1. Information or data that is or has become public, or

8.3.2. Information that must be disclosed under applicable laws or regulations or a decision of a competent court or an administrative order.

The party receiving the information shall bear the burden of proving that an exception to the definition of confidential information applies.

8.4. Termination of this Agreement for any reason does not end the obligations set out in this article.

8.5. Where the Recipient needs to use a subcontractor for the service that is the subject of this Agreement provided to the Discloser and therefore needs to transfer the Discloser's personal data to the subcontractor, it will inform the Discloser beforehand. The agreement the Recipient signs with the subcontractor must include, at a minimum, the obligations in this Agreement signed between the Parties.

8.6. When using the Products that are the subject of this Agreement, the Customer will use the personal data it obtains by obtaining the written consent of the owner of that personal data, will act in accordance with the Personal Data Protection Law and its secondary legislation and the decisions of the Personal Data Protection Authority, and will respect the fundamental rights and freedoms of the data subjects and their right to the protection of their personal data. All claims and demands from third parties arising from the Customer's breach of these undertakings will be met by the Customer, and the damages arising from this and all administrative sanctions and fines that may be imposed on BİS will be paid by the Customer.

8.7. The Customer accepts, declares and undertakes that BİS has the right to store, use and process the Confidential Information and/or personal data, concerning both the Customer and its personnel, that the Customer enters into the software, programs, applications, mobile applications, interfaces and online systems relating to the Products and conveys in any written or oral form.

8.8. If this Agreement ends for any reason, BİS will destroy the personal data entered by the Customer into the software, programs, applications, interfaces and online systems that are the subject of this Agreement within the periods determined under the Law on the Protection of Personal Data and the relevant legislation. The Customer may request a copy of such data and/or system reports from BİS before this Agreement ends. Upon termination of this Agreement, BİS will have no obligation to provide any data and/or reports. As of the termination date, the Customer accepts, declares and undertakes that BİS has the right to store, use and process, in anonymized form, the Confidential Information and/or personal data, concerning both the Customer and its personnel, that the Customer entered into the software, programs, applications, interfaces and online systems relating to the Products and conveyed in any written or oral form.

8.9. The necessary measures for the security of the information and transactions entered on the website by the Customer have been taken in BİS's system infrastructure, according to the nature of the information and transaction and to the extent of today's technical capabilities. However, because this information is entered from the Customer's device, the Customer is responsible for taking the necessary measures, including those relating to viruses and similar harmful applications, so that it is protected on the Customer's side and cannot be accessed by unrelated persons.

9. INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS

All financial, moral, commercial and intellectual and industrial property rights in the systems and the system, including the visuals and designs, texts, logos and graphics within the software and the system, belong to BİS.

BİS does not transfer to the Customer, and/or grant permission to use, any intellectual or industrial property right it owns over any trademark, patent, software, application, utility model, industrial design, idea or work of art, including the visuals and designs, texts, logos and graphics within the software and system, nor any financial or moral right arising under the Law on Intellectual and Artistic Works. The Customer accepts, declares and undertakes that all intellectual and industrial property rights in the Product belong to BİS, that it will not copy the Product in any way, will not produce a product similar to the Product and/or have one produced through third parties, will not sell the Product, and will not generate income from the Product in any way. Otherwise, BİS may claim all of its losses and damages directly from the Customer and may also begin legal and criminal proceedings against the Customer.

BİS has the right to make changes to the system, to release new versions, releases and extended forms of the system, to add new features to the system or to remove existing features.

The Customer declares, accepts and undertakes that all intellectual property rights in all software, programs and applications relating to the Product belong to BİS and that it will have only a right of use.

9.1. If this Agreement ends for any reason, this article will continue to apply indefinitely.

10. LIMITATION OF LIABILITY

10.1. BİS provides the Product and all related services “As Is” and makes no claim or undertaking that the Product and services are error-free, flawless, uninterrupted or perfect, or that they will fully meet the Customer's particular needs. BİS is not liable for: (i) direct or indirect damages arising from the Customer's use, non-use or misuse of the Product and services or failure to fulfill the undertakings and obligations stated in this agreement, any material, moral and financial damages such as loss of profit, loss of data, loss of business, loss of reputation, loss of expected savings and business interruption, and compensation claims that may be made by a third party; (ii) all hardware, system software/other software and network-related functions and the failures that arise from them; (iii) the communication network, internet connection and connection errors; (iv) any changes, updates and similar work carried out on the software and computer programs provided by BİS by the Customer, its employees or third parties; (v) damages arising from voltage fluctuations, battery and power outages, virus infection and similar environmental factors.

10.2. To the extent permitted by applicable law, BİS shall not be liable for direct or indirect, special, incidental, material, moral or punitive damages, including but not limited to loss of profit, goodwill and reputation, arising from use of the hardware, software and computer programs provided by BİS and/or from defective production or defective services of the subcontractors or business partners from whom BİS purchases services in connection with the subject of the Agreement. The Customer alone is responsible for the documents created within this scope, their contents and the processes that follow the creation of the documents being in compliance with the relevant legislation, for the Customer and its employees fulfilling the obligations set out in the relevant legislation, and for all claims and demands of its employees and third parties relating to the documents created and to use of the hardware, software and computer programs provided by BİS, and may not direct any claim or demand to BİS in this regard. BİS makes no express or implied undertaking under this Agreement regarding merchantability, fitness for a particular purpose or use, or non-infringement. BİS's liability for any damage that may arise within the company under this Agreement shall in any case be limited to the price of the Product purchased from BİS in the last 12 months.

10.3. The Customer and its employees are solely responsible for the data and documents created through use of the hardware, software and computer programs provided by BİS, for their contents and for the use of this data. The Customer accepts that it holds BİS harmless against all claims and demands (including legal costs and attorney fees) that may be made by its employees, third parties and institutions relating to data, documents, content, services, intellectual property violations and use of the Products.

10.4. The Customer must keep the hardware it uses to access the Products protected against malicious software and, if a password or key code has been provided with the product, must not share it with others. BİS cannot be held responsible for adverse outcomes arising from failure to follow protection methods.

11. GENERAL PROVISIONS

11.1. BİS reserves the right to work with other customers on the work described in this Agreement. Accordingly, this Agreement does not provide the Customer with any exclusivity.

11.1.1. BİS has the right to publish the Customer's company name and logo on its website.

11.2. The Customer may not transfer, assign or lease its obligations under this agreement to a third natural or legal person without BİS's prior written permission. It may not, for any reason, make another third natural or legal person a partner in its responsibilities recorded in this agreement and in the related legal provisions, nor transfer or assign its rights and receivables to anyone else.

11.3. If any provision of this Agreement is determined to be invalid or unenforceable, that invalid or unenforceable provision will not affect any other term or provision of the current agreement. The Parties will negotiate in good faith to amend the current agreement to the extent necessary to make the provision valid and enforceable and to best represent the Parties' original intentions.

11.4. Force Majeure;

• 11.4.1. If the Parties are unable to perform their obligations because of force majeure events they could not foresee in advance and cannot prevent, they will have no liability to each other (except for confidentiality obligations and Intellectual Property Rights). Some of the force majeure events accepted under this Agreement are: war, embargo, fire, flood, earthquake or other natural disasters or catastrophes.

• 11.4.2. If a delay occurs in the provisions of the Agreement because of force majeure, a new time is set for performance of the responsibilities. The Parties will make every effort needed to minimize the effects of force majeure. If force majeure lasts more than 2 (two) months, the Parties will have the right to suspend the agreement; if it lasts more than 6 (six) months, they will have the right to terminate it.

11.5. BİS performs all services under this agreement as an independent contractor, and it is accepted that nothing stated here will create any union, partnership, joint venture, directorship, agency or superior-subordinate relationship between the parties, or create any express or implied responsibility or duty on behalf of the other party for either party.

11.6. All correspondence within the framework of the current agreement, except for notices of termination and default, will be made through the authorized email address stated in this Agreement and notified by the Customer. Notices of termination and default will be made through a notary. The addresses written in this agreement are the Parties' notification addresses. Even if either Party changes its notification address without informing the other, notices sent to the addresses in this Agreement will be considered valid until the change is notified to the other party.

11.7. If this Agreement needs to be amended, the updates will be published by BİS on the www.plena.pro website.

11.8. The waiver by either Party of any provision of the current agreement will not be valid unless it is expressly stated in writing and signed by the Party concerned. Except as stated in the current agreement, failure or delay in exercising any right, interest, authority or privilege arising from the current agreement does not mean that the right, authority or interest has been waived; the exercise of any right, authority, interest or privilege under the current agreement, alone or in part, will not prevent the full exercise of any other right, interest, authority or privilege or the exercise of any other right or authority.

11.9. For as long as the Agreement is in force and, if the Agreement ends or is terminated for any reason, for 2 (two) years from the date of expiry/termination, the Customer may not make an offer to any BİS employee to employ them, to share work with them or for any other commercial purpose, may not take any action for this purpose, and may not accept offers coming from the employee. It may not act as an intermediary for third persons or institutions to contact or make offers to an employee for the same purposes. Even if a BİS employee requests to be employed by the Customer, the employee's request for employment will not be accepted by the Customer without BİS's written approval. If the Customer violates the obligations in this article, it accepts, declares and undertakes to pay BİS, in cash and in a lump sum, an amount equal to 3 (three) times the relevant employee's one-year gross salary.

11.10. Competent Court

Turkish Law will apply in the interpretation of this agreement and its annexes and/or in all disputes arising from this agreement and its annexes; the Istanbul Anatolian Courts and Enforcement Offices are competent to resolve any disputes that may arise from this agreement and its annexes.