Netsipp Service Agreement

This agreement has been concluded electronically between, on the one hand, the legal/natural person who purchases or uses the Netsipp cloud PBX and business communication services (hereinafter referred to as the "CUSTOMER") and, on the other hand, NETGSM İLETİŞİM VE BİLGİ TEKNOLOJİLERİ A.Ş. (hereinafter referred to as the "SERVICE PROVIDER").

1.2. The SERVICE PROVIDER;

Trade NameNETGSM İLETİŞİM VE BİLGİ TEKNOLOJİLERİ A.Ş.

AddressBatı Blv. A.T.B. İş Merkezi G Blok No:194 Yenimahalle/ANKARA

Phone Number0850 303 0 303

E-mail Address[email protected]

Registered Electronic Mail (KEP)[email protected]

Account InformationMeans the commercial contact information associated with the Account, Service usage records, configuration data and the call detail records (CDR) belonging to the Customer.

Service or Netsipp ServicesMeans the Netsipp platform consisting of cloud PBX, call routing, IVR, voice/text messaging, call recording, contact centre, live chat, reporting, integrations and all related software, APIs and features.

AffiliateMeans a legal entity that directly or indirectly controls, is controlled by, or is under common control with a party. Control means holding more than 50% of the capital, ownership or voting rights.

UserMeans the persons authorised by the Customer to use the Service.

Netsipp NumbersMeans the telephone numbers allocated to the Customer within the scope of the Service.

KYC ProcedureMeans the "Know Your Customer" process relating to the identification and verification of the Customer's identity and to risk assessment.

Legislation or LawMeans all applicable Turkish legislation and the decisions of the relevant regulatory authorities (e.g. ICTA/BTK regulations).

CustomerMeans the natural or legal person who subscribes to and/or uses the Service.

Customer Account / AccountMeans the numbered account created by Netsipp for the Customer and associated with the Services provided to the Customer.

Customer DataMeans any and all data uploaded to the Service, transmitted through the Service or generated during use of the Service by the Customer, Users or Administrators (including call contents, recordings, messages, and directory/contact data).

Dashboard / PanelMeans the online management interface through which the Administrator(s) control settings, select the Plan and Service, and monitor Account usage.

PlanMeans the subscription package selected by the Customer.

Plan TermMeans the period during which the Plan is in effect.

SiteMeans the Netsipp websites and their subdomains.

Order FormMeans the order document specifying the scope of the Service, the number of seats, the Plan, the fees and the term.

FeesMeans the subscription and usage charges payable in consideration of the Service.

AdministratorMeans the person(s) within the Customer organisation, at least 18 years of age, authorised to manage the Account.

3.1. The subject, purpose and scope of this Agreement is to determine the rights and obligations of the parties relating to the provision of the cloud PBX and business communication Services offered by Netsipp to the Customer.

3.2. The Service and Plan contents offered within the scope of the Service are set out at https://netsipp.com/features.

3.3. The SERVICE PROVIDER reserves the right to develop, change or update the scope of the Service and Plan. The CUSTOMER may access the current version of such changes at https://netsipp.com/features and https://netsipp.com/pricing.

4.1. The SERVICE PROVIDER is obliged to provide the services within the package to the CUSTOMER who selects the service and package contents offered within the scope of the service.

4.2. The SERVICE PROVIDER is obliged to respond to all CUSTOMER requests regarding faults, maintenance, support and the like relating to the system within the period specified in the Maintenance and Support Services in Article 6 and within the framework of the responsibilities set out in this Agreement, and to use its best efforts to resolve the issue in the shortest possible time.

4.3. The SERVICE PROVIDER is not responsible for interruptions arising from internet service providers, cloud infrastructures or third-party services.

4.4. Although the SERVICE PROVIDER provides the necessary technical infrastructure for the protection of the CUSTOMER's password and access information, it is not responsible for unauthorised access arising from the fault, negligence, carelessness or conduct in breach of security rules of the CUSTOMER or the CUSTOMER's personnel/User, nor for any damage resulting therefrom.

4.5. Situations in which the software is partly or wholly unusable, there is no internet connection or data transmission cannot therefore be carried out, records are incomplete, service performance declines, delays occur in data synchronisation, or certain functions temporarily fail to operate due to technical disruptions arising from third-party service providers, cannot be regarded as the fault of the SERVICE PROVIDER, and the CUSTOMER cannot claim any compensation, refund or other right on such grounds. Although the SERVICE PROVIDER will endeavour to provide the reasonably necessary coordination and technical support to remedy such disruptions, since it does not have direct control over the systems of third-party service providers, it gives no warranty as to the continuity, accessibility or performance of such services.

4.6. Netsipp processes Customer Data only as necessary to provide the Service and in accordance with the CUSTOMER's instructions; ownership of the Customer Data remains with the CUSTOMER.

4.7. To the maximum extent permitted by applicable law, the Service is provided "as is" and "as available". Except for the warranties expressly stated in these Terms, Netsipp gives no warranty, express or implied, including warranties of merchantability, fitness for a particular purpose and non-infringement. Netsipp does not undertake that the Service will always operate uninterrupted, timely, secure, continuous and error-free. In the event of an interruption, the provisions of Article 6 shall apply.

5.1. The CUSTOMER is itself responsible for ensuring that the mobile phone, computer and similar devices used by the User are operational, have the necessary technical specifications, and have an active internet/data package, so that the service can be used properly.

5.2. The CUSTOMER accepts that the consequences that may arise from the service operating incompletely, erroneously or with interruptions due to the absence, insufficiency or intermittency of internet access on the devices used by the User, device faults, restrictions arising from the operating system or application, or user errors, are its own responsibility.

5.3. The CUSTOMER is obliged to ensure that the User correctly configures the device settings and permissions required for use of the service.

5.4. The CUSTOMER is responsible for defining session passwords and application passwords for the User and for the confidentiality of these passwords.

5.5. The CUSTOMER is exclusively responsible for creating, securely storing, not disclosing to unauthorised persons, and controlling the use of all user accounts, session passwords, API keys, application access codes and similar authentication information allocated to it within the scope of the service. The CUSTOMER accepts that it is responsible for all transactions, actions and consequences that may arise from the use of such access information by its employees, representatives, subcontractors or other authorised persons.

5.7. The CUSTOMER accepts that, unless independently verified, AI output is to be regarded as a factual claim. The CUSTOMER undertakes not to rely on factual statements contained in AI outputs, or on legal, financial, technical or commercial assessments, without independently verifying them.

5.8. The CUSTOMER may try the Service for a certain period from the Effective Date ("Free Trial"). Unless otherwise stated, the Free Trial period is fourteen (14) days following the Effective Date, and the Service may be used free of charge during this period. At the end of the trial period, the CUSTOMER may purchase additional products and services by selecting a Plan.

5.10. During the Plan Term, the CUSTOMER may purchase additional Users or additional Netgsm Numbers through the Dashboard.

5.11. Within the scope of the Service, the CUSTOMER may register and use any number it wishes with Netsipp. The Customer accepts that number allocation is subject to the numbering rules and regulatory practices applicable in the countries where the Customer/Users/Administrators are located and in the countries where the numbers are purchased (including ICTA/BTK regulations in Türkiye). These rules may change from time to time; Netsipp reserves the right to amend the terms of the Agreement to the extent necessary to comply with such changes. The Customer is obliged to use its number in accordance with all applicable Legislation and allocation requirements.

5.12. If requested by Netsipp, the CUSTOMER is obliged to provide accurate and up-to-date information regarding (i) its representatives and (ii) its ultimate beneficial owners (UBO) within the scope of the KYC Procedure. The KYC Procedure covers the identification of the customer's identity and the assessment of the financial risk score and overall risk, for the purpose of compliance with regulations such as electronic communications legislation and legislation on the prevention of money laundering and the financing of terrorism (MASAK / AML-CFT).

6.1. In the event of a fault that halts the entire system, the SERVICE PROVIDER will intervene remotely within 12 hours; in the event of a fault concerning only certain units, within 24 hours. The SERVICE PROVIDER will use its best efforts to resolve the issue in the shortest possible time.

6.2. Emergency maintenance may be carried out without prior notice.

6.3. Planned maintenance is carried out by notifying the CUSTOMER a reasonable time in advance, and service interruptions may occur during such period.

7.1. The CUSTOMER is obliged to pay the Fees specified in the Order Form/Dashboard for the selected Plan and Services. Fees may be subscription-based and/or usage-based (e.g. call, SMS, number).

7.2. In the event of a package change, the CUSTOMER may upgrade to a higher package by paying the calculated difference between the unused month's package and the new package. Downgrading to a lower package is not possible.

7.3. Invoices are issued in the periods specified in the Order Form and are paid within the specified due date. If the Customer defines a valid credit/debit card or a similar payment method, payment may be collected automatically. If collection cannot be made for reasons not attributable to Netsipp, such as insufficient balance, the CUSTOMER is deemed to be in payment default.

7.4. Unless otherwise agreed, the Plan Term is automatically renewed for the same period unless one of the parties gives notice of non-renewal at least thirty (30) days before the end of the term.

7.5. For Fees not paid when due, Netsipp has the right to apply default interest, suspend the Service and/or terminate the Agreement.

8.1. The term of this agreement begins on the date the Service/Plan is purchased and continues for the period specified in the purchase; thereafter it is automatically renewed for the same period unless one of the parties gives notice of non-renewal at least thirty (30) days before the end of the term. The Agreement terminates automatically at the end of its term.

8.2. Extension of the Agreement takes place through the CUSTOMER's purchase of a new plan/package.

8.3. No refund is made to a CUSTOMER who downgrades to a lower package. A CUSTOMER who upgrades to a higher package pays only the difference between the new package price and the old package price for the remaining usage month.

8.4. Upon termination of the Agreement, the SERVICE PROVIDER retains the information belonging to the CUSTOMER and the USER for a period of 3 (three) months. During this period, the CUSTOMER may, upon request, receive all of its data free of charge.

8.5. In the event that the SERVICE PROVIDER fails to duly perform its obligations, the CUSTOMER's right to terminate the Agreement immediately is reserved. In such case, the consideration for the service rendered to the SERVICE PROVIDER shall be paid, and if an overpayment has been made or for the fees of the remaining months, it shall be refunded to the CUSTOMER.

8.6. NETGSM has the right to terminate, for just cause, this Agreement concluded with a CUSTOMER who breaches this Agreement, the policies it contains or the rights of third parties, or who exposes Netsipp to legal/criminal liability.

8.7. Upon termination, the CUSTOMER's access to the Service ends and all accrued Fees become due and payable. The CUSTOMER is obliged to fulfil all payment obligations up to the date of termination.

9.1. The software, mobile application, web application, database structures, algorithms, designs, user interfaces, plans, documentation, reports, logos, trademarks, trade names, source codes, object codes, developments, updates made available for the CUSTOMER's use under this agreement, and all intellectual and industrial property rights relating thereto, belong exclusively to the SERVICE PROVIDER. This agreement does not constitute a transfer of any intellectual or industrial property right to the CUSTOMER.

9.2. The CUSTOMER has a limited, non-exclusive, non-transferable and non-sublicensable right to use the software for its own internal business processes only during the term of the agreement and within the scope specified in the agreement.

9.3. The CUSTOMER may not copy, reproduce, modify, adapt, develop, rent, sell, transfer, sublicense, make available to third parties, commercially exploit or allow the use of the software or any part thereof without the prior written consent of the SERVICE PROVIDER.

9.4. The CUSTOMER accepts and undertakes not to attempt to access the source code of the software and not to perform any operation aimed at reverse engineering, decompilation, disassembly, decryption or otherwise revealing the operating logic of the software.

9.5. The CUSTOMER may not remove, alter or conceal the notices and marks on the software indicating copyright, trademark, logo, licence, ownership or other rights.

9.6. Unless otherwise agreed in writing, all intellectual and industrial property rights arising from updates, improvements, additional modules, new versions and customisation work relating to the software shall belong to the SERVICE PROVIDER.

9.7. In the event that the CUSTOMER acts in breach of the provisions of this article, the SERVICE PROVIDER has the right to terminate the agreement immediately for just cause, suspend access, and claim compensation for any and all direct or indirect damages it incurs.

10.1. Netsipp's packages offered as "unlimited" are based on the principle of reasonable and fair commercial use. In the event that abnormal, abusive traffic or traffic exceeding the limits of individual commercial use is detected, Netsipp reserves the right to limit, halt, additionally charge or suspend the relevant use.

11.1. In the event that any of the provisions of this Agreement is contrary to the provisions of the applicable legislation, is deemed invalid, is annulled or becomes unenforceable, this shall not affect the validity, effectiveness and enforceability of the other provisions of the Agreement. In place of the provision that has become invalid or unenforceable, a new arrangement that will produce the legal result closest to the intention of the parties and the purpose of the Agreement may be made.

12.1. The content of the Agreement is confidential. The Parties will not provide any information or document regarding the content of the Agreement to third parties except where legally required.

12.2. Any idea, invention, project, business, method, progress and patent, copyright, trademark, trade secret or any other innovation - whether or not subject to legal protection - that a Party learns about the other Party, together with all written or oral commercial, financial and technical information and conversation information learned during the course of work, and information belonging to the CUSTOMER's personnel obtained within the scope of the service, are deemed confidential information, and the Parties agree to keep such information confidential. This obligation shall remain in force even if this Agreement is terminated.

12.3. The Parties accept and undertake that they and their employees will know the confidential information set out in Article 12.2 only to the extent necessary for the performance of their work, and that such information and documents will under no circumstances be disclosed to third-party natural and/or legal persons and organisations without the Parties' consent for purposes other than the work, will not be distributed in any manner or by any means, will not be disclosed through press, publication organs and media outlets, and will not be used for advertising purposes.

12.4. The CUSTOMER is the data controller with respect to the personal data of its personnel processed within the scope of this service under Law No. 6698 on the Protection of Personal Data (KVKK). The SERVICE PROVIDER acts as the data processor.

12.5. The CUSTOMER acknowledges and accepts that the explicit consent and information obligations it must obtain from its employees must be fulfilled by itself.

12.6. The SERVICE PROVIDER cannot be held liable for data loss, data breach, unauthorised access, service interruption or other damages and losses that may arise due to the failure of personnel authorised by the CUSTOMER to comply with the obligations relating to the confidentiality of access information.

12.7. If it is noticed that passwords or access information have been obtained by third parties, used without authorisation, or that their security has been compromised, the CUSTOMER is obliged to notify the situation in writing immediately to the SERVICE PROVIDER. All transactions carried out during the period until such notification is made are deemed to be the responsibility of the CUSTOMER.

12.8. The CUSTOMER is exclusively responsible for any administrative, legal or criminal claims that may be raised by employees, public institutions, the Personal Data Protection Authority or third parties in relation to the data processed within the scope of the service.

12.9. In the event that any administrative fine, compensation claim, lawsuit, investigation or sanction is imposed on the SERVICE PROVIDER due to data processing carried out at the request of the CUSTOMER, the CUSTOMER agrees to compensate, in cash and in a lump sum upon first demand, all damages incurred by the SERVICE PROVIDER, its litigation costs, attorney's fees, consultancy expenses and other costs.

12.10. The CUSTOMER accepts, declares and undertakes that the personal data processed within the scope of the service has been obtained lawfully, that the relevant employees have been informed by means of the necessary privacy notices, and that the necessary data processing conditions have been met where required by legislation.

12.11. Upon termination of the Agreement, the SERVICE PROVIDER retains the information belonging to the CUSTOMER and the USER for a period of 3 (three) months. During this period, the CUSTOMER may, upon request, receive all of its data free of charge. At the end of the retention period, the data is deleted, destroyed or anonymised in accordance with applicable legislation.

13.1. Natural disasters, earthquake, flood, fire, storm, epidemic, war, acts of terrorism, civil unrest, strike, lockout, general or partial mobilisation, decisions and actions of public authorities, widespread interruptions in infrastructure or communication systems, and similar events that occur beyond the control of the Parties and that cannot be foreseen and prevented by reasonable measures are deemed force majeure.

13.2. A party that cannot fulfil its obligations due to force majeure is obliged to notify the other party in writing within at most 7 (seven) days of becoming aware of the situation and to reasonably document the existence of the force majeure.

13.3. During the period of force majeure, the affected obligations of the parties are suspended and neither party is deemed to be in default during this period. The Parties will use reasonable efforts to minimise the effects of the force majeure.

13.4. In the event that the force majeure continues uninterrupted for more than 30 (thirty) days and significantly prevents performance of the agreement, each party may terminate the agreement by written notice to the other party without incurring any compensation obligation. However, rights and receivables relating to obligations duly performed by the parties up to the date of termination are reserved.

14.1. The SERVICE PROVIDER cannot be held liable for loss of profit, loss of revenue, loss of business opportunity, loss of customers, loss of data, loss of reputation, failure to realise anticipated savings, indirect damages and incidental damages arising from or in connection with the services it provides under this Agreement.

14.2. The SERVICE PROVIDER's total legal and financial liability under this Agreement is limited to the total service fee actually paid by the CUSTOMER to the SERVICE PROVIDER during the last twelve (12) months prior to the date on which the event giving rise to liability occurred. This limitation applies to all claims based on contractual liability, tort liability or any other ground of legal liability.

14.3. The SERVICE PROVIDER is not liable for damages arising from force majeure.

14.4. The SERVICE PROVIDER cannot be held liable for interruptions, errors, data loss or performance problems arising from third-party software, service providers, hosting services, internet service providers, payment institutions or other third-party systems.

14.5. The limitations of liability set out in this article do not apply to the SERVICE PROVIDER's wilful acts or to cases of liability that cannot be limited under applicable legislation.

14.6. The SERVICE PROVIDER cannot be held liable for the accuracy of the results and information obtained through the use of AI-supported features and AI outputs, or for their suitability for the customer's needs. The SERVICE PROVIDER gives no express or implied warranty that AI outputs are accurate, complete, current, reliable, fit for a particular purpose, will operate uninterrupted or error-free, or will meet the CUSTOMER's expectations and needs. The SERVICE PROVIDER cannot be held liable for any damage, including but not limited to direct or indirect damages, data losses, revenue losses, business and reputation losses, and third-party claims, arising as a result of the use, inability to use, or reliance on AI features or AI outputs.

15.1. The Parties accept that the SERVICE PROVIDER's system records and log records, and the Parties' electronic mail records and database records, constitute conclusive evidence.

16.1. Any dispute that may arise from the application and/or interpretation of this Agreement shall first be sought to be resolved by negotiation between the Parties; should this not be possible, Turkish Law shall apply to the resolution of any disputes arising from the application and interpretation of this Agreement. In the event that the CUSTOMER is a merchant or a public legal entity, the Ankara Central Courts and Enforcement Offices shall have jurisdiction.

16.2. The Turkish version of the Agreement prevails; in the event of any inconsistency between translations, the Turkish version shall apply.