ARTICLE 1 - PARTIES, PURPOSE AND SERVICE MODELS
This agreement determines the terms of the software development services requested by the Customer ("Customer") from the software platform ("Developer") within the scope of the Customer's commercial/professional activities (B2B). Services are provided under one of two models: (a) Project Model: project development whose scope and price are bound to the offer approved on the platform, delivered as defined in Article 4/a; (b) Package Model: a subscription under which the Customer purchases one of the packages published on the platform and requests work items within the package's capacity and term. General provisions apply to both models; model-specific provisions apply only to the relevant model.
ARTICLE 2 - DISCOVERY, SCOPE OF SERVICES AND ADDENDUMS
2.1. In the Project Model, the Developer examines the Customer's request through the discovery conversation on the platform and, at the end of the paid discovery stage, presents the scope document and the offer. The scope of the project is the technical requirements document (ScopeBaseline) mutually agreed upon on the platform; it becomes final upon the Customer's approval of the offer and constitutes an annex to this agreement.
2.2. Any request outside the finalized scope shall be evaluated as an "Addendum" and priced separately under the current tariff published on the platform. The Addendum text is an integral part of this agreement and shall not impose an obligation of performance unless separately approved via electronic consent (click-wrap) on the platform interface.
2.3. In the Package Model, the scope is the approved definition of the relevant work item; the package's capacity unit and remaining balance are shown to the Customer on the platform.
ARTICLE 3 - FINANCIAL TERMS, PAYMENT AND REFUNDS
3.1. All amounts presented on the platform are exclusive of VAT. Value Added Tax (VAT) at a rate of 20% shall be added for official invoicing. The Developer shall issue e-Invoice/e-Archive invoices following the completion of payments in accordance with applicable legislation.
3.2. Payments are made by bank transfer against the numbered proforma issued by the platform; a payment is deemed complete when it reaches the Developer's account and is marked as received on the platform.
3.3. In the Project Model, the discovery stage is priced separately under the principles published on the platform prior to the offer; upon approval of the offer, the discovery fee is credited toward the project price as shown on the platform.
3.4. In the Project Model, payment may be made in installments tied to the milestones set in the offer; each installment falls due upon completion of the relevant milestone on the platform.
3.5. In the Package Model, the purchase price is paid in advance. Purchases whose proforma has been issued but not paid within the period published on the platform are withdrawn by the platform; a withdrawn purchase creates no debt and the Customer may start a new purchase at any time.
3.6. Partial refunds are not made. Refunds are made only in the cases defined on the platform, for the full relevant amount, by transfer to the bank account notified by the Customer; for collections not yet officially invoiced, the bank receipt and the platform record are essential, and for officially invoiced transactions the Customer issues a return invoice as required by legislation. If the Customer withdraws from an approved offer or purchase, a contractual penalty of 15% of the remaining contract price shall apply in accordance with the withdrawal policy published on the platform.
ARTICLE 4 - DELIVERY, ACCEPTANCE AND RIGHT OF USE
4.1. In the Project Model, delivery takes place when the developed software is installed (deployed) by the Developer onto the server/ environment designated by the Customer. Transfer of source code is not included in delivery and is subject to Article 5. In the Package Model, delivery takes place when the relevant work item is made available to the Customer via the platform.
4.2. If the Customer does not provide approval or a written bug/deficiency report via the platform within 5 (five) Business Days following delivery, the delivered work shall be deemed accepted without room for objection. In the calculation of business days; weekends, national holidays, public holidays, and religious holiday eves (considered as full days) are not taken into account.
4.3. Bugs and deficiencies reported in time are remedied by the Developer on the basis of the scope document; correction requests going beyond the scope are subject to an Addendum under Article 2.2.
4.4. Each approved offer or work item includes the production run entitlement defined on the platform; no production run is started before its price is paid.
ARTICLE 5 - INTELLECTUAL PROPERTY AND SOURCE CODE TRANSFER
5.1. Until source code transfer takes place, intellectual and industrial property rights over the delivered software and interim outputs remain with the Developer. The Customer is granted a perpetual, non-exclusive, non-transferable right to use paid deliveries in the environment where they are installed, for its commercial activities.
5.2. The Customer may request transfer of the source code against the fee published on the platform; transfer is performed via repository access or an archive file (zip) through the platform. Upon transfer, the economic rights in the source code of the software (Articles 21-25 of the Turkish Law on Intellectual and Artistic Works No. 5846) are assigned to the Customer, excluding the Developer's pre-existing infrastructure libraries and generic components.
ARTICLE 6 - SUSPENSION, TERMINATION AND DATA
6.1. In the Package Model the Customer may freeze or cancel the subscription via the platform; cancellation takes effect at the end of the period shown on the platform. An ended subscription may be reactivated on the same terms within the reactivation window shown on the platform; after the window closes, the Customer may continue with a new package, and the account and access to past deliveries remain.
6.2. The Customer may close the account at any time. Personal data of a closed account is deleted or anonymized after the period published on the platform, subject to statutory retention periods. Records relating to the agreement and its performance are retained for the limitation and retention periods under applicable law. Details regarding the processing of personal data are set out in the Privacy Notice published as a separate document on the platform.
ARTICLE 7 - MISUSE OF THE PLATFORM
The Customer may not use the platform for requests contrary to law or to the usage rules published on the platform. Requests assessed as such may be refused and the relevant conversation may be taken under review; if the review concludes that a violation occurred, the relevant conversation is permanently closed. The Customer's rights regarding other paid and ongoing services remain reserved. In the event of repeated or grave violations, the Developer reserves the right to terminate this agreement immediately for just cause, without prior notice.
ARTICLE 8 - LIABILITY AND LIMITATIONS
8.1. The Developer's total financial liability under this agreement is strictly limited, in all circumstances, to the total service fee actually paid by the Customer to the Developer for the relevant project or package.
8.2. The Developer shall not be liable for any indirect, incidental, special, or consequential damages, including but not limited to loss of profit, business interruption, loss of data, or loss of reputation.
8.3. The Customer acknowledges that the software production process is largely driven by artificial intelligence and automated tools. Therefore, the Developer does not make an absolute commitment of an error-free or uninterrupted software; quality assurance is subject to the Customer's acceptance and review process as stipulated in Article 4, and the subsequent warranty conditions.
8.4. In cases where the software is installed (deployed) in the Customer's environment, ensuring the suitability of the server, network, security, infrastructure, and hosting environment is the exclusive responsibility of the Customer. The Developer shall not be held liable for any access interruptions, incompatibilities, or security breaches arising from the Customer's environment.
ARTICLE 9 - ENTRY INTO FORCE AND ELECTRONIC CONSENT
This agreement is concluded and enters into force electronically when the Customer selects the "I Accept" option on the platform interface. The Customer accepts and declares that this click-wrap action is logged and stored with the date, time, and IP address, and constitutes conclusive evidence under Article 199 of the Turkish Code of Civil Procedure.