Netsipp User Agreement

1.1. This agreement has been concluded electronically between, on the one hand, the natural-person user of the Panel (hereinafter referred to as the "USER") 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 and purpose of this Agreement is to determine the rights and obligations between the USER - whose data is processed and to whom the service is provided within the scope of the cloud PBX and business communication Services offered by Netsipp to the Customer - and the SERVICE PROVIDER, and to set out the scope of the service provided.

4.1. The SERVICE PROVIDER is obliged to provide the relevant services to the USER within the scope of the Service obtained by the CUSTOMER to which the USER is affiliated.

4.2. The SERVICE PROVIDER bears no liability where data transmission cannot be carried out, location information cannot be obtained, records are incomplete, or system functions cannot be fully performed due to the absence of an internet connection or the disabling of location services.

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 USER'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 USER or the Customer, nor for any damage resulting therefrom.

4.5. 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 USER is responsible for ensuring that the mobile phone, computer and similar devices used 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 USER accepts that the information provided during registration is accurate, up to date and complete.

5.3. The USER is responsible for protecting the user account, username, password, API key and similar access information.

5.4. The USER is obliged to ensure that the device settings and permissions required for use of the service are configured correctly.

5.5. All transactions carried out through the user account are deemed to have been performed by the USER.

5.6. In the event of any suspicion of unauthorised access, the USER is obliged to notify Netsipp of the situation immediately.

5.7. The USER accepts and undertakes not to use the system for unlawful purposes, not to infringe the rights of third parties, not to engage in attempts that would endanger the security of the System, not to attempt to access the source code of the software, not to engage in reverse engineering activities, and not to perform operations that would prevent or impair the operation of the system.

5.8. The USER 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.

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 USER a reasonable time in advance, and service interruptions may occur during such period.

7.1. Since this Agreement is provided within the scope of a service obtained by the CUSTOMER to which the USER is affiliated, the fee is borne by the CUSTOMER. The USER has no obligation to pay any fee.

8.1. The term of this agreement begins on the date the CUSTOMER approves the agreement and continues until the Service Agreement obtained by the CUSTOMER to which the USER is affiliated is cancelled, or until the USER is deleted by the CUSTOMER.

8.2. Upon termination of the Agreement, the SERVICE PROVIDER retains the information belonging to the USER for a period of 3 (three) months.

8.3. In the event of a breach of the provisions of this Agreement, a determination of unlawful use, or activities that endanger system security, the SERVICE PROVIDER may, provided that it notifies the CUSTOMER, temporarily or permanently suspend or terminate the USER account.

9.1. The software, mobile application, web application, database structures, algorithms, designs, user interfaces, documentation, reports, logos, trademarks, trade names, source codes, object codes, developments, updates made available for the USER'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 USER.

9.2. The USER 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 USER 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.

9.4. The USER 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. 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.

9.6. In the event that the USER 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. In the event that any of the articles of the Agreement is contrary to the provisions of the legislation or is annulled by the Courts for any other reason, this Agreement shall remain in force with the remaining articles.

11.1. 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.

11.2. 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 obtained from the USER 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.

11.3. The SERVICE PROVIDER accepts and undertakes that it and its employees will know the confidential information set out in Article 11.2 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 USER's 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.

11.4. The USER is the relevant data subject whose personal data is processed within the scope of this service in accordance with Law No. 6698 on the Protection of Personal Data (KVKK). The SERVICE PROVIDER acts as the data controller with respect to the data it receives directly from the USER, and as the data processor with respect to the data the USER receives from the CUSTOMER.

11.5. The USER acknowledges and accepts that, before using the Platform, it has read the Privacy Notice provided by the SERVICE PROVIDER, and that, with respect to the personal data it provides to the Employer, the party responsible for obtaining any required explicit consent statements is its own Employer.

11.6. The USER acknowledges and accepts that the USER's entry/exit, leave tracking and other information and documents provided within the scope of the Service can be monitored and controlled through the Employer's interface.

11.7. 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 USER is obliged to notify the situation in writing immediately, including to its own Employer as well as to the SERVICE PROVIDER. All transactions carried out during the period until such notification is made are deemed to be the responsibility of the USER.

11.8. Upon termination of the Agreement, the SERVICE PROVIDER retains the information belonging to the USER for a period of 3 (three) months. At the end of the retention period, the data is deleted, destroyed or anonymised in accordance with applicable legislation.

12.1. 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.

12.2. 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.

12.3. 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.

12.4. 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.

13.1. The SERVICE PROVIDER cannot be held liable for loss of profit, loss of business, loss of reputation and indirect damages.

13.2. Although the SERVICE PROVIDER provides the necessary technical infrastructure for the protection of the USER'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 USER or the CUSTOMER, nor for any damage resulting therefrom.

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

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

15.1. 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, and the Ankara Central Courts and Enforcement Offices shall have jurisdiction.

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