General Service Agreement

1Parties

This agreement is made between Tecmony Yazılım Bilişim ve Danışmanlık Hizmetleri Ltd. Şti. (“TECMONY”) and the natural or legal person receiving services from TECMONY (“CUSTOMER”).

Company

Tecmony Yazılım Bilişim ve Danışmanlık Hizmetleri Ltd. Şti.

Address

Fatih Sultan Mehmet Mahallesi, Balkan Cad. No: 62/A, Ümraniye/Istanbul, Türkiye

Trade registry no.

236811-5

MERSIS

0833098641200001

Phone

+90 216 912 00 79

Email

[email protected]

2Definitions

Service

All software, platforms, licences, set-up, integration, support and consulting work TECMONY provides to the CUSTOMER.

Quotation

The quotation, order form or statement of work, approved by the CUSTOMER in writing or electronically, that sets out the scope, price, term and any special conditions of the Service.

Panel

The web interface, mobile application or API through which the Service is managed.

Third-party platform

Products and infrastructure not owned by TECMONY but supplied or connected as part of the Service, such as Meta/WhatsApp, 3CX, Alotech, telecom operators and cloud providers.

Content

Any voice, message, file, contact list or other data sent, recorded or stored through the Service by the CUSTOMER or its users.

3Subject and contract documents

This agreement sets out the rights and obligations of the parties in relation to the services listed in the Quotation.

The contract consists of this agreement, the approved Quotation and, where separately signed, any service level, data processing or confidentiality annexes. In case of conflict the order of precedence is: special conditions in the Quotation, then the annexes, then this agreement. Matters not covered by this agreement or the Quotation are governed by the Turkish Code of Obligations and the Turkish Commercial Code.

Where the CUSTOMER acts as a consumer, the mandatory provisions of Law No. 6502 on Consumer Protection and the Distance Contracts Regulation prevail over any contrary provision of this agreement.

4Services

TECMONY’s services fall into the groups below. The Quotation determines which service the CUSTOMER receives and on what scope. The notes under each group show what matters about it from a contractual point of view.

TECMONY may change the technical infrastructure, data centres and subcontractors used to deliver the Service, provided that continuity of service is not disrupted. It may add new features; if it is going to remove a feature the CUSTOMER uses, it will give reasonable notice.

5Set-up, delivery and acceptance

Services are delivered electronically; there is no physical delivery. Subscription services are deemed delivered on the day account, number, user or access details are sent to the CUSTOMER.

Set-up and integration work follows the timeline in the Quotation. The timeline depends on the CUSTOMER providing the necessary information, access and approvals on time; any delay on that side extends the timeline by the same period.

For project work, once TECMONY gives notice of delivery the CUSTOMER reviews the work within 10 business days, unless the Quotation sets a different period, and reports any shortcomings in writing. If no report is made within that period, or the work is put into live use, delivery is deemed accepted. Acceptance does not release TECMONY from fixing defects that later prove to contradict the work defined in the Quotation.

6Support and service continuity

Support requests are sent in writing to [email protected] or to the support channel named in the Quotation. Support is limited to the Service TECMONY provides. The CUSTOMER’s own network, computers, third-party software and their configuration are outside its scope and may be charged separately if requested.

Service level commitments such as availability, response and resolution times apply only if they are written in the Quotation or in a separate service level annex.

Planned maintenance is carried out outside business hours where possible and announced in advance. In urgent cases, such as closing a security vulnerability, TECMONY may act without prior notice and will inform the CUSTOMER as soon as possible.

TECMONY holds ISO 9001 Quality Management, ISO/IEC 27001 Information Security Management and ISO/IEC 42001 AI Management System certificates. For service management and business continuity it works to the ISO/IEC 20000-1 and ISO 22301 standards. Details are in the Information Security Policy and the AI Management System Policy.

7Third-party platforms

Part of the Service runs on platforms TECMONY does not own. Their terms of use also apply to the CUSTOMER. The main ones are the WhatsApp Business and Meta commerce policies, the 3CX end-user licence agreement, Alotech’s service terms and the subscription terms of the operator the number belongs to.

Price, policy or technical changes on these platforms are outside TECMONY’s control. If such a change affects the price or operation of the Service, TECMONY will notify the CUSTOMER as soon as it learns of it and, where possible, propose a way forward.

8Acceptable use

The CUSTOMER and the users it defines may not use the Service to:

• send commercial electronic messages or make commercial calls without the recipient’s consent,
• send fraudulent, phishing, fake-campaign or otherwise misleading content,
• send or store insulting, threatening, harassing or criminal content,
• record calls or archive conversations without the knowledge of the people involved and a lawful basis,
• use content that infringes the intellectual property rights of others,
• test the security of the Service, scan for vulnerabilities, reverse-engineer the software or place abnormal load on the system,
• resell, rent or provide the Service to third parties without TECMONY’s written permission.

If a breach of these rules is found, TECMONY may immediately stop the account, number or sending concerned to prevent further harm. If the breach cannot be remedied or is repeated, TECMONY may terminate the agreement by notice. The CUSTOMER will be told of the suspension and the reason for it as soon as possible.

9Customer obligations

The CUSTOMER is responsible for the security of the user names and passwords given to it. Any action taken under users it has defined is deemed to be taken by the CUSTOMER. If it suspects unauthorised access, it informs TECMONY without delay.

The CUSTOMER provides accurate billing and contact details and keeps them up to date.

Call recording and message archiving. A CUSTOMER using the recording features of CallGem Pro, WAGEM or the PBX products ensures that recording is lawful, informs its employees and the people it speaks with as required, and obtains their explicit consent where necessary. Employees’ personal lines and devices may not be recorded with these products.

The CUSTOMER is directly responsible for the Content it transmits or stores through the Service. If administrative, civil or criminal proceedings are brought against TECMONY because of that Content, the CUSTOMER compensates TECMONY for the resulting loss.

10Tecmony’s obligations

TECMONY provides the Service within the scope defined in the Quotation, with due care and professional skill. It accesses the CUSTOMER’s Content only to provide the Service, give support or meet a legal obligation.

TECMONY is not liable for interruptions or losses caused by:

• failures or decisions of operators, internet service providers, data centres or the third-party platforms listed in clause 7,
• the CUSTOMER’s own infrastructure, configuration or user errors,
• use in breach of this agreement or the law,
• force majeure as defined in clause 17.

To the extent permitted by law, TECMONY is not liable for indirect loss, loss of profit or business, or consequential loss arising from loss of data. This limitation does not apply to loss caused by TECMONY’s intent or gross negligence.

11Fees, invoicing and payment

Fees, billing period and payment terms are set out in the Quotation. Unless the Quotation says otherwise, subscription fees are paid in advance at the start of each period and set-up and project fees are invoiced according to the payment plan in the Quotation. Usage-based third-party charges such as operator, licence and Meta conversation fees are passed through separately according to actual usage.

TECMONY is registered for e-invoicing. Invoices are sent to the email address the CUSTOMER provides. Payment may be made by bank transfer or credit card. Unless stated otherwise, prices exclude VAT.

For an overdue invoice the CUSTOMER receives 3 email reminders over 7 days. If payment has not been made by the end of the 7th day, the Service may be suspended. Data belonging to a suspended service is kept for 10 days; if payment is made within that time the Service resumes where it left off, otherwise the data may be deleted. TECMONY is not liable for loss arising from a service suspended for non-payment.

If the CUSTOMER ends a service with a minimum commitment before the commitment period expires, the discounts granted in return for that commitment are invoiced in a single payment.

Changes in taxes and duties that take effect after the agreement is made are reflected in prices as they are.

12Refunds

For a subscription service, the CUSTOMER may request a refund without giving a reason within 15 days of the first payment. The refund covers the unused part of the service.

Completed set-up, integration, software development and consulting work, and items procured from third parties on the CUSTOMER’s behalf, are not refundable. Examples of such items are operator number allocations, licence fees and messaging charges already incurred.

Corporate CUSTOMERS are asked for a return invoice. If a return invoice cannot be issued, the refund is made after deducting the applicable taxes.

13Intellectual property

The platforms, software, libraries and documentation developed by TECMONY belong to TECMONY. During the term of the agreement the CUSTOMER has the right to use them within the scope of the Service; this right cannot be transferred or sublicensed. For third-party products, the licence terms are set by the manufacturer concerned.

For project work, usage rights in work written solely for the CUSTOMER and defined as a deliverable in the Quotation pass to the CUSTOMER once the full price has been paid. Components TECMONY already owned and uses in other projects are excluded from this transfer; the CUSTOMER may use them indefinitely as part of the delivered work.

The CUSTOMER’s Content, trademarks and data belong to the CUSTOMER.

14Confidentiality

Each party keeps confidential the commercial, technical and financial information it learns from the other during the agreement, uses it only to perform the agreement and does not disclose it to third parties. Information that is public, obtained independently of the other party, or required to be disclosed by a competent authority is excluded. This obligation survives the end of the agreement.

TECMONY may use the CUSTOMER’s name and logo in its list of references. A written notice from the CUSTOMER is enough to opt out.

15Personal data

Data for which TECMONY is the controller. To conclude and perform the agreement, TECMONY processes identity, contact, billing and payment details of the CUSTOMER and its representatives, and for legal entities also the tax office and tax number. This data is processed on the grounds of performance of a contract and legal obligation under Article 5 of Law No. 6698 on the Protection of Personal Data (KVKK), and kept for the retention periods required by the Tax Procedure Law and the Turkish Commercial Code.

Data processed on the CUSTOMER’s behalf. For call recordings, message content, archived conversations, contact lists and communication traffic data, the CUSTOMER is the data controller and TECMONY is only the data processor. TECMONY:

• processes this data only to provide the Service and on the CUSTOMER’s instructions, and does not use it for its own purposes,
• protects it with the technical and organisational measures required by Article 12 of the KVKK,
• notifies the CUSTOMER without delay of any data breach it becomes aware of,
• returns or deletes it at the end of the agreement in accordance with clause 16.

If the CUSTOMER requests a detailed data processing agreement, the parties sign it as an annex to this agreement.

Transfers. Personal data may be transferred to subcontractors and competent public authorities to the extent needed to provide the Service, in compliance with Articles 8 and 9 of the KVKK. Where a service uses a third-party platform operating abroad (for example the WhatsApp Business API), data passes through that platform’s infrastructure.

Rights. Data subjects may exercise their rights under Article 11 of the KVKK by writing to [email protected] or to the registered address above. More information is available in the Personal Data Processing and Destruction Policy and the Visitor Privacy Notice.

16Term, termination and return of data

The agreement remains in force for the term stated in the Quotation. If no term is stated, it is made for one billing period and renews automatically for the same period unless either party gives notice before the end of the period.

The CUSTOMER may end the Service by written notice before a new billing period begins. If either party materially breaches an obligation and fails to remedy it within a reasonable time after written warning, the other party may terminate the agreement for just cause.

When the agreement ends, the CUSTOMER may ask for its data to be exported during the suspension period. TECMONY delivers the data in a commonly used format. At the end of that period, data processed on the CUSTOMER’s behalf is deleted, except where a legal retention obligation applies.

17Force majeure

Events outside the parties’ control that could not have been foreseen count as force majeure: war, terrorism, earthquake, fire, flood and similar natural disasters, epidemics, general power or electronic communications outages, cyber attacks and decisions of competent authorities. Obligations affected by force majeure are suspended while it lasts. The parties notify each other without delay. If force majeure lasts longer than 60 days, either party may terminate the agreement without compensation.

18Notices and jurisdiction

The parties send notices to the addresses and email addresses given in this agreement or in the Quotation. If a change of address is not notified to the other party within 7 days, notices sent to the old address are deemed valid.

This agreement is governed by Turkish law. The courts and enforcement offices of Istanbul (Anatolian side) have jurisdiction over disputes arising from it. Where the CUSTOMER is a consumer, the jurisdiction rules of consumer legislation are reserved.

19Changes and entry into force

TECMONY may update this agreement. The current text is published on this page with its version date at the top. While a commitment period is running, changes to the CUSTOMER’s detriment are notified by email at least 30 days before they take effect. If the CUSTOMER does not accept the change, it may end the agreement without penalty within that period.

The agreement enters into force when the CUSTOMER approves the Quotation in writing or electronically, or makes the first payment.

This agreement has been prepared in Turkish and English. In the event of any discrepancy, the Turkish text prevails.