Distance Sales Agreement
IMPORTANT NOTICE:
Please carefully read the terms and conditions of the distance sales agreement provided below. Access to the portal that grants usage rights for the software and the transactions carried out through the portal implies that the buyer has accepted the terms of the distance sales agreement, which both parties hereby declare, accept, and undertake.
I. PARTIES TO THE AGREEMENT
This agreement is between METADIAG Information Technologies Industry and Trade Limited Company, operating at İkitelli OSB Mahallesi YTÜ İkitelli Teknopark Street No: 1/103 Başakşehir / ISTANBUL (referred to as the SELLER in this agreement) and the individuals or legal entities that commit to the distance sales agreement (referred to as the BUYER in this agreement).
This agreement is valid between METADIAG and the BUYER who has purchased a license for a duration of 1-3-6-12 months or as a one-time use, based on the option selected by the licensee. It includes access to the software through the portal after the payment of the relevant fee by the licensee and the provision of necessary services according to the selected option.
By accepting this agreement, the BUYER acknowledges that upon confirming the order, they are obligated to pay the price of the order and any additional fees such as taxes and have been informed of this in advance.
II. SUBJECT OF THE AGREEMENT
This Distance Sales Agreement (“Agreement”) has been prepared in accordance with the Consumer Protection Law No. 6502 (“Law”) and the Distance Contracts Regulation. The parties to this Agreement declare that they understand and acknowledge their obligations and responsibilities arising from the Law and the Distance Contracts Regulation.
The subject of this Agreement is to establish the rights and obligations of the parties in accordance with the provisions of the Law and the Distance Contracts Regulation regarding the sale and delivery of the service purchased electronically by the BUYER from the SELLER’s website (“Website”), as specified in the Agreement.
III. DELIVERY OF THE AGREEMENT AND METHOD OF DELIVERY
- The Agreement becomes effective upon its approval by the BUYER in an electronic environment, and the service purchased by the BUYER from the SELLER is deemed to have been fulfilled by granting access to the service.
IV. PERFORMANCE OF THE AGREEMENT FEE
Access to the service specified in the Agreement will be provided within the committed time frame after the payment has been made. The SELLER shall deliver the ordered service to the BUYER within 30 (thirty) days from the date of the service order, unless the service’s performance becomes impossible.
If, for any reason, the payment for the service is not made by the BUYER or the payment is canceled in the bank records, the SELLER shall be deemed to have been relieved of its obligation to deliver the service.
V. GENERAL TERMS
The BUYER declares and undertakes that they have read, understood, and confirmed the preliminary information regarding the basic characteristics, sale price, and payment method of the service subject to the Agreement, as well as the delivery information, in the electronic environment.
The BUYER declares that they have read and understood the preliminary information provided by the SELLER regarding the basic characteristics, sale price, payment method, and delivery and shipping costs of the service subject to the Agreement on the Website and have provided the necessary confirmation in the electronic environment.
The BUYER acknowledges that in order for the service subject to the Agreement to be delivered, they must confirm this Agreement in the electronic environment, and that in case the payment of the service subject to the Agreement is not made or is canceled in the bank records for any reason, the SELLER shall not be obligated to deliver the service subject to the Agreement.
The SELLER accepts, declares, and undertakes that if it is unable to deliver the service subject to the Agreement within the stipulated time due to force majeure events beyond the control of the parties, the SELLER will notify the BUYER of the situation. The BUYER may request the cancellation of the order, the replacement of the service subject to the Agreement with an equivalent, and/or the extension of the delivery period until the obstructive condition is eliminated. In the event of order cancellation by the BUYER, if the payment was made in cash, the product amount will be refunded to the BUYER in cash within 14 days. If the payment was made by credit card, the product amount will be refunded to the relevant bank within 14 days after the cancellation of the order by the BUYER. The BUYER acknowledges that it may take an average of 3 to 4 weeks for the refunded amount to reflect in the BUYER’s account, depending on the bank’s processes, and that the SELLER cannot be held responsible for any delays after the refund has been made to the bank.
The SELLER has the right to contact the BUYER via letter, email, SMS, phone call, and other means through the address, email address, fixed and mobile phone lines, and other contact information provided by the BUYER or later updated by the BUYER for communication, notification, and other purposes. By accepting this agreement, the BUYER agrees and declares that the SELLER may engage in the aforementioned communication activities towards the BUYER.
The BUYER agrees and undertakes to comply with the legal provisions while using the website. Otherwise, the BUYER shall be solely responsible for all legal and criminal liabilities.
VI. PROVISIONS RELATING TO THE AGREEMENT
METADIAG will act based on the information provided by the BUYER and shall not be held responsible for any adverse outcomes resulting from incomplete and/or incorrect information provided.
If the BUYER fails to comply with the provisions recommended by METADIAG and included in the agreement, the BUYER shall be responsible for any resulting damages. Additionally, the BUYER shall be personally responsible for any damages caused to METADIAG while fulfilling the obligations under this agreement.
The parties accept, declare, and undertake that despite the use of technologies that may constitute a legal offense, no criminal intent shall be formed due to transactions carried out by METADIAG through the portal and other transactions within the scope of this agreement.
METADIAG, while implementing the services subject to this agreement and other services at the request of the BUYER, accepts, declares, and undertakes that neither the BUYER nor the related rights holders will file any complaints against METADIAG or make any claims for compensation, damages, or similar rights and receivables under this agreement and other services.
METADIAG shall make every effort to provide the service in the best possible manner. However, if the service provided is found insufficient and/or incorrect, the BUYER agrees and undertakes not to claim any material and/or moral compensation under any circumstances, except for the termination of the agreement.
In case of delays caused by the BUYER during the agreement term, the labor costs and similar expenses incurred due to the delay will be calculated based on the fee stipulated in the agreement, and the BUYER agrees, declares, and undertakes to pay this amount.
VII. RIGHTS AND OBLIGATIONS OF THE PARTIES
METADIAG, following the acceptance of the agreement by the BUYER and payment of the fee specified on the portal’s website, agrees, declares, and undertakes to open access to the portal for the BUYER and to allow the licensee to use the transactions provided through the portal.
The BUYER is responsible for meeting the necessary system requirements to effectively use the service included in the agreement and agrees, declares, and undertakes to provide and maintain the necessary infrastructure systems and hardware products for the use of these systems.
The BUYER has no right to claim a refund in case the service specified in the agreement cannot be fully or partially used due to the failure to meet the required processor, data systems, or other system requirements. By approving the agreement, the BUYER agrees, declares, and undertakes to provide the necessary system requirements and not to request a refund. Additionally, the BUYER agrees, declares, and undertakes that if this provision is violated, the right to benefit from the agreement’s terms shall be forfeited due to any damages to the service subject to the agreement.
The BUYER agrees, declares, and undertakes not to print, reproduce, decompile, reassemble, or perform any other action that would be considered a modification of the services obtained as documentation. In the event of a violation of this provision, the BUYER agrees, declares, and undertakes to pay the resulting damages together with the highest legal interest that will accrue on the deposit from the date of the violation.
VIII. NOTIFICATIONS AND RESPONSES TRANSMITTED THROUGH WHATSAPP OR OTHER MEANS UNDER THE SERVICE/EMPLOYMENT CONTRACT OR CONFIDENTIALITY PROTOCOL
Notifications and responses sent to the BUYER via WhatsApp or other applications or methods regarding transactions made by the BUYER or the authorized third parties on the METADIAG website under the service/employment contract, this confidentiality protocol, or other protocols/contracts between METADIAG and the BUYER, will be communicated to the BUYER’s mobile phone or other communication means.
In this respect, the BUYER or the related rights holders agree, declare, and undertake that METADIAG does not have any criminal intent regarding these notifications and responses, and that they will not file any complaints against METADIAG or make any claims for compensation, damages, or similar rights and receivables.
IX. FORCE MAJEURE
Circumstances that prevent or partially or completely halt the operations of one or both parties, whether temporary or permanent, and that are defined by laws, such as Covid-19, natural disasters, war, mobilization, fire, explosion, strike, and lockout, as well as decisions taken by the government or official authorities beyond the control of the parties, shall be considered force majeure for the parties. In such cases, METADIAG shall not be held responsible.
The parties shall notify the other party in writing of the occurrence of force majeure and substantiate it with documents.
In case of termination of the agreement due to force majeure, the parties agree, declare, and undertake that payments made up to that point will not be refunded.
X. TERMINATION OF THE AGREEMENT
If either party violates one or more of the provisions of this agreement, fails to fulfill its obligations, or performs them incompletely, the other party shall have the right to demand that the violation be remedied within 15 (fifteen) business days through a written notice. If the violation continues despite the notice, the other party shall have the right to terminate the agreement for cause.
The agreement shall automatically terminate 7 (seven) business days after the termination notice is received by the other party in writing. The termination of the agreement shall apply to transactions occurring after the notice is received by the other party.
If the company fails to comply with the conditions specified in the agreement, METADIAG cannot be held responsible for the subsequent stages of the service provided. In such a case, METADIAG shall have the right to unilaterally terminate the agreement.
In the event of termination, all fees and expenses for services provided and/or committed up to that date shall be paid to METADIAG, and the fees and expenses already paid shall not be refunded.
XI. NOTIFICATIONS
All written and verbal notifications arising from this agreement shall be made to the addresses of the parties. If the address and contact information of either party changes, written notification to the other party is required.
Notifications made through the official addresses, email addresses, and faxes specified in the agreement shall be considered valid. METADIAG cannot be held responsible for any damages that may arise due to improper notification.
XII. PARTIAL INVALIDITY
- If any provision of this protocol is deemed invalid or annulled, the parties agree, declare, and undertake that this shall not affect the validity of the other provisions of the protocol.
XIII. NON-ASSIGNMENT OF THE AGREEMENT
- The BUYER may not assign the obligations under this agreement to any third party, whether a natural person or a legal entity, without the prior written consent of METADIAG. The BUYER shall not allow any third party to share the responsibilities recorded in this agreement and the corresponding legal provisions, or assign their rights and receivables to another party. Any violation of this provision shall be grounds for immediate termination of the agreement by METADIAG.
XIV. APPLICABLE LAW AND COMPETENT COURT
- The interpretation and application of this agreement shall be governed by the laws of the Republic of Turkey. Any disputes and/or claims arising from the rights and obligations contained in this agreement or from its interpretation or enforcement shall first be attempted to be resolved amicably within thirty (30) days between the parties. If the disputes cannot be resolved amicably, the parties reserve the right to seek legal recourse. In this context, the Istanbul courts and execution offices shall have exclusive jurisdiction over all disputes arising from or related to this agreement.
XV. ENFORCEMENT
- This protocol, consisting of 15 main sections and the sub-clauses within those sections, shall enter into force upon the BUYER’s reading, understanding, and acceptance of this protocol on METADIAG’s website and the BUYER’s approval and acceptance in the manner specified in the electronic environment.