DT İLETİŞİM HİZMETLERİ ANONİM ŞİRKETİ

1. PARTIES

1.1. (“Service Provider”)
DT İletişim Hizmetleri A.Ş.
Address: Rüzgarlıbahçe Mah. Şehit Sinan Eroğlu Cad., Akel İş Merkezi A Blok Kat:5 Kavacık, 34805 Beykoz, İstanbul, Türkiye
Tax Office: Beykoz Corporate Tax Office / Tax ID No: 3130582033
MERSİS No: 0313058203300019
Email: contact@dtcloudnow.com
Phone: +90 850 333 49 32

1.2. (“User”)
All natural and legal persons who accept the terms of the Agreement to access the Service within the scope of this Agreement, to purchase/order a new service, and to use the Services shall be referred to as the “User”.

1.3. In this Agreement, the Service Provider and the User shall be referred to individually as a “Party” and collectively as the “Parties”.

1.4. Terms defined in the singular in this Agreement shall have the same meaning when used in the plural, and terms defined in the plural shall have the same meaning when used in the singular.

2. SUBJECT OF THE AGREEMENT

2.1. The subject of this Agreement is the provision of the Cloud Computing Service, the qualifications of which are specified in the relevant annex of this Agreement, by the Service Provider to the User, and the determination of the mutual rights and obligations of the Parties in this regard.

2.2. With the signing of this Agreement, all agreements previously signed between the Service Provider and the User regarding the provision of the Service specified in this Agreement and currently in effect (“Previous Agreement”) shall automatically terminate; however, all debts and commitments of the User arising from the Previous Agreements and not yet fulfilled shall remain valid.

3. DEFINITIONS

3.1. Cloud Computing Services: IT services offered in an internet-based environment; including a range of different functions such as computing, data storage and processing, application hosting, server resources, network connections, and security, enabling businesses to use the servers of service providers instead of purchasing, installing, and managing their own hardware and software.

3.2. Service: The Cloud Computing Service or Services provided by the Service Provider to the User under this Agreement, the qualifications of which are specified in the annex (or annexes) of this Agreement.

3.3. Availability Zone: The geographical area within the physical boundaries of the data centers where the Service Provider offers the service.

3.4. Platform: The website at www.dtcloudnow.com.

3.5. Authorized Person: The person or persons authorized by the legal entity User and notified to the Service Provider to access the Service within the scope of this Agreement, to purchase/order a new service, and to use the Services.

3.6. Monthly Availability Rate: The ratio of the User's service utilization time during a one-month period corresponding to 730 hours to 730 hours.

3.7. Prepaid Model: The model in which the fee for the Service is collected from the User in advance before the start of use.

3.8. Pay-As-You-Go Model: The model in which the Service fee to be invoiced to the User is determined by multiplying the quota amount actually used by the User in the relevant period by the unit prices.

3.9. Monthly Payment Model: The model in which the fee for the Service is collected from the User in advance after use each month.

4. RIGHTS AND OBLIGATIONS OF THE SERVICE PROVIDER

4.1. The Service Provider agrees and undertakes to provide the Service in accordance with the principles determined by the Agreement.

4.2. The Service Provider shall not be held responsible for partial or complete, temporary or permanent inaccessibility to the Service due to reasons such as (i) force majeure events, (ii) errors/failures in the locally leased line connection, (iii) requirements of relevant national or international legislation and/or decisions of competent authorities, (iv) interruptions, failures, inadequacies, etc., originating from software and systems (ERP, etc.) used by the User.

4.3. The principles regarding the provision of the Service (fee, content, service level, IP addresses, scope, etc.) and all kinds of updates and changes related thereto, as well as the provisions of this Agreement, shall be realized by taking into account the developments in the sector and market conditions, and such changes and updates shall be implemented on the dates to be included in the notification by the Service Provider to the User with reasonable prior notice. By continuing to use the Services or DT Cloud Content after the effective date of changes to this Agreement, you agree to be bound by such changes. You are responsible for checking the Platform for changes to this Agreement. We last modified this Agreement on the date stated at the beginning of this Agreement.

4.4. Planned maintenance, repairs, and/or modifications to be made to the technical infrastructure will be notified to the User by the Service Provider at least 48 (forty-eight) hours in advance. Updates that may be necessary to eliminate security vulnerabilities may be made without notice. The User will be informed about these updates within 24 hours after they are made.

4.5. The Service Provider is only responsible for the maintenance and repair of its own equipment and infrastructure and does not assume any responsibility for the equipment and infrastructure on the User's side (procured by the User and/or essentially used within the scope of the User's main activity). In this regard, the User accepts, declares, and undertakes that it cannot make any claim or demand against the Service Provider if it cannot duly benefit from the Service due to the inadequacy of its own equipment or infrastructure and/or malfunctions therein.

4.6. The Service Provider has the right to provide part or all of the Service through third parties. However, even in this case, the Service Provider shall continue to be primarily responsible to the User within the scope of the Agreement.

4.7. The Service Provider hosts the infrastructure servers belonging to the Service in data centers where physical security measures have been taken and which comply with information security criteria. The Service Provider has the right and authority to change data centers, hardware, security, hosting, and other infrastructure if deemed necessary.

4.8. The Service Provider is only obliged to provide the infrastructure and infrastructure security requirements; special cybersecurity requirements that may arise in the User application and access layer are not the responsibility of the Service Provider. In this context, the Service Provider cannot be held responsible for security vulnerabilities detected in third-party software and hardware. However, if the User requests, DT Cloud is ready to provide necessary guidance and support.

4.9. The Service Provider may, during the term of the Agreement and if deemed necessary, provide a different service of equal quality and fee instead of the currently provided service, by notifying the User in advance.

4.10. All intellectual property rights/usage rights related to both the Service itself and the software and applications offered by the Service Provider to the User for the purpose of benefiting from the Service belong exclusively to the Service Provider. The said software and/or applications shall be offered exclusively for the User's use and again exclusively for the User to benefit from the Service, and the User accepts, declares, and undertakes that it will not use the relevant software/applications for other purposes, will not reproduce, copy, reverse engineer/disassemble/decompile, etc. will not perform any operation, will not allow third parties to use them under any circumstances; and that it will be responsible for all damages that the Service Provider may incur if it fails to comply with this obligation.

4.11. The Service Provider has the right to suspend the Services – by giving one week's prior notice – and/or to terminate the Agreement unilaterally and without compensation immediately if the User acts contrary to its obligations arising from this Agreement or the relevant legislation, or if a written notification is received from official channels (BTK, TCMB, Police, Prosecutor's Office, Gendarmerie, etc.). In this case, the User agrees and undertakes to pay all damages incurred by the Service Provider to the Service Provider in cash and in full upon first demand.

4.12. Within the scope of this Agreement, the Service Provider shall exclusively provide the Service and/or Services defined in this Agreement and its annexes. In this regard, the Service Provider has no responsibility/involvement regarding the transactions and activities carried out over the infrastructure made available to the User and/or the content of the data transported over this infrastructure; all responsibility in this regard shall belong to the User. However, the Service Provider has the right to access, transfer to competent authorities, and use User systems and/or content (by informing the User, provided there is no contrary obligation) if required by legislation or binding requests or instructions of competent authorities.

4.13. If the Agreement terminates for any reason, the Service Provider will notify the User in writing to retrieve their data from the relevant devices, and upon the expiration of the 2nd (second) month from this notification, the Service Provider will have the right and authority to delete the User's data from the relevant devices. The User shall not be able to assert any right, claim, and/or demand against the Service Provider in this regard.

4.14. The Service Provider declares and undertakes that it will continuously keep confidential, store, not use for any purpose other than that specified in the Agreement, all information provided by the User verbally or in writing or of which it becomes aware in any way within the scope of this Agreement, and will treat all information obtained from the User as confidential information and will not disclose it to third parties (except for legal obligations) without the written consent of the User, and will ensure that its employees and persons used in the performance of the service also comply with this obligation, and will be jointly and severally liable to the User if they do not comply. The confidentiality provision is an independent commitment from the Agreement and will remain in effect even after the termination of this Agreement for any reason.

5. RIGHTS AND OBLIGATIONS OF THE USER

5.1. The User gains the right to access and use the Service in accordance with the principles stated on the Platform.

5.2. The User agrees, declares, and undertakes that during the use of the Service, it will not engage in any action or activity that (i) is contrary to law and/or this Agreement, (ii) constitutes a crime, and (iii) may negatively affect the Service and/or the Service Provider and/or any DT User's systems or content; and that if a written notification is received by the Service Provider from official channels (BTK, TCMB, Police, Prosecutor's Office, Gendarmerie, etc.) in this regard, the Service Provider has the right to immediately cut/stop the Service. The User shall continue to be responsible for fees and expenses incurred during the period the Service is suspended by the Service Provider.

5.3. The User will submit its requests regarding the Service (new service order/purchase, service cancellation, etc.) to the Service Provider via the Platform. Objections to issued invoices must be submitted to the Service Provider via the Platform within 8 days.

5.4. The User is obliged to take all measures, including encryption and regular archiving, to ensure the confidentiality of the username and password and to prevent their unauthorized use; all responsibility in this regard belongs to the User. In this context, the User accepts, declares, and undertakes that all responsibility arising from transactions made on the Platform with the relevant username and password will belong to them, and the Service Provider will not accept any responsibility for transactions made with the relevant username and password.

5.5. If the User detects unauthorized access to the Platform, they are obliged to notify the Service Provider immediately. Upon this notification, the Service Provider will make the necessary cancellations on the system and block access to the system with the relevant username and password. However, transactions made before the notification to be made by the User pursuant to this article will be considered valid; the User will not assert any right, claim, or demand against the Service Provider regarding these.

5.6. The User is obliged to follow and comply with the information, announcements sent from the e-mail addresses notified by the Service Provider and/or communicated through their account on the Platform, and the notifications/announcements to be made by the Service Provider through its website.

5.7. The User will keep their KEP address, if any, other e-mail addresses, and other information provided to the Service Provider constantly updated; and will notify the Service Provider of any changes to these within 7 (seven) days. Otherwise, the User will be responsible for the consequences that may arise.

5.8. The User will pay the current fee for the Service to the Service Provider on its due date.

5.9. If the User decides to stop using the Service they are benefiting from, the provision of the relevant Service will be terminated as of the next billing period. If the User cancels the Service they are benefiting from, no refund will be made to the User, and also, if there is a discount applied to the User during the period they benefited from the relevant Service, the total discount amount applied during the period the User benefited from the service will be reflected to the User by the Service Provider and, if necessary, will be additionally invoiced.

5.10. The User will use the Service exclusively for themselves; accordingly, the User will not allow third parties to use or transfer the Service in any way.

5.11. The User cannot access the Service for the purpose of creating a competing product or service and/or supporting such initiatives.

5.12. The User declares and undertakes that it will continuously keep confidential, store, not use for any purpose other than that specified in the Agreement, all information provided by the Service Provider verbally or in writing or of which it becomes aware in any way within the scope of this Agreement, and will treat all information obtained from the Service Provider as confidential information and will not disclose it to third parties (except for legal obligations) without the written consent of the Service Provider, and will ensure that its employees and persons used in the performance of the service also comply with this obligation, and will be jointly and severally liable to the Service Provider if they do not comply. The confidentiality provision is an independent commitment from the Agreement and will remain in effect even after the termination of this Agreement for any reason. The User will not perform performance and/or tests on the Service without obtaining prior written permission from the Service Provider; and will not perform any "reverse engineering", "decompilation", or "disassembly" operations on software products in any way.

5.13. The User will hold the Service Provider harmless from all legal and criminal consequences arising from their violation of the Agreement and/or relevant legislation, and from all kinds of damage and compensation claims of third parties.

5.14. The User is responsible for all kinds of damage compensation claims that may be directed to the Service Provider by third parties within the scope of this article.

5.15. The User can submit complaints regarding the service to the Service Provider via the Platform. However, the User's right to apply to Consumer Courts is reserved.

5.16. The Services offered by the Service Provider under this Agreement will be exempt from the right of withdrawal pursuant to Article 15, Paragraph 1, subparagraph (ğ) of the Regulation on Distance Contracts.

6. SERVICE SCOPE and SERVICE LEVEL

6.1. The User will be able to benefit from the Service within the capacities specified in the annex of the Agreement; the bandwidth and system infrastructure corresponding to this capacity will be made available to the User by the Service Provider. Capacity may vary according to the Service requested by the User. Uses not suitable for the nature of the Service may negatively affect the service quality and performance, and in such a case, the Service Provider shall not be held responsible in any way for the negativities in service quality and performance.

7. MONTHLY AVAILABILITY RATE AND SERVICE CREDIT

7.1. Monthly Availability Rates are regulated separately for the Services. The Monthly Availability Rate applicable for each Service is determined in the Annex concerning the relevant Service.

7.2. If the Monthly Availability Rate falls below 99.9% in any month and provided that the User submits a Service Credit request to the Service Provider, the Service Credit amount, to be determined by taking into account the rates specified in the Annex for the relevant product over the invoice amount issued for the Products and Services for which the Monthly Availability Rate was not met in the relevant month, will be deducted from the invoice amount to be issued in the User's name for the month following the approval of the request by the Service Provider.

7.3. The Service Credit amount is calculated based on the fees issued for the month in which the Monthly Availability Rate was not met for the Products and Services for which the Monthly Availability Rate was not met and is applied by deducting it from the following month's invoice.

7.4. Service Credit Request and Payment Procedures;

The User must submit their Service Credit request to the Service Provider via the link https://cms.dt.net.tr/support within 15 days following the month in which the Monthly Availability Rate was not met (“By Opening a Ticket/Ticket”). The Ticket to be submitted in this context must include the following conditions, and the Service Provider is not obliged to meet Service Credit requests that are not submitted within the period and content specified in this article. The conditions that Tickets must meet are as follows:

1. The subject line must read “DT Cloud Service Credit Request”,
2. The date, time, and affected KB information when the Monthly Availability Rate was not met,
3. Information about the affected service,
4. Any information, documents, screenshots, etc., that prove/confirm that the Monthly Availability Rate was not met.*

* Please use asterisks instead of all confidential or sensitive information.

7.5. Following the confirmation by the Service Provider that the submitted application is justified, the relevant Service Credit amount will be defined in the User's name to be used in the next billing period.

8. BETA PRODUCTS

8.1. The Service Provider may release "Beta", i.e., pre-release, products. It is clearly stated on the Platform, on the relevant product's page, and in its interfaces when a product is Beta. The User acknowledges that Beta products may not be finished or complete, or may contain errors or inaccuracies. Beta products may not be available in every language, every country, or every availability zone. The Service Provider does not guarantee that the functions of the beta product will meet User requirements, operate uninterruptedly or error-free, or that defects in the Beta version will be corrected.

8.2. The Service Provider shall not be liable for any costs, expenses, or other liabilities that may arise as a result of the use of Beta software, including but not limited to damage, loss, or corruption of any software, information, or data. All risks and damages arising from the use of a Beta product are the sole responsibility of the User.

8.3. The Service Provider has the right to change, limit, or stop the User's access to Beta products without any notification and without undertaking any liability. The Service Provider is not obliged to upgrade a product in the Beta phase to a full version. The Service Provider reserves the right to cancel or withdraw the Beta version from the market at any time. The Service Provider decides when a product will exit the Beta process. The User acknowledges that the Service Provider has no obligation to notify about changes made to the Beta product.

8.4. The User agrees to provide the Service Provider with all feedback, reports, and data that may arise during the use of Beta software. The Service Provider has the right to use this feedback and data without limitation for the purpose of developing and improving the Beta product. The User cannot claim any compensation for this feedback and data.

8.5. Some Beta products may be subject to a Confidentiality Agreement determined by the Service Provider for privacy and security reasons. The User must accept the specified Confidentiality Agreement before accessing such products.

9. SERVICE ANALYSIS

9.1. The Service Provider may collect statistics and other information about the functionality, operation, and use of the Services for security and transaction management, statistical analysis, research, and development purposes. The User accepts, declares, and undertakes to hold the Service Provider harmless from any claims related to this right granted to the Service Provider.

10. PAYMENT

10.1. Payment is made by the User selecting from the payment preferences determined by the Service Provider according to the type of service received by the User, among the Monthly Payment Model, Pay-As-You-Go Model, and Monthly, Annual, or 3-Year fixed-term Prepaid Model.

10.2. The fee, billing, and payment conditions for the Service are specially arranged for the relevant service as defined on the Platform, and the User will be able to pay the fee for the Service using one of the payment methods supported by the Service Provider. The User is obliged to pay the service fee in full and completely within the principles and periods specified on the Platform. However, if there is a justified suspicion that the User's account is fraudulent and/or carries a risk of non-payment, the Service Provider has the right to send invoices to the User more frequently.

10.3. All amounts payable to the Service Provider under this Agreement shall be paid without any set-off, deduction, or withholding. Unless explicitly stated otherwise for the fee of any Service or a new feature of a Service, the updated fees published on the Platform will be applicable. The Service Provider has the right to increase the fees for the relevant Services by notifying the User at least 30 days in advance.

10.4. If the User fails to pay the fee for the Service within the period specified in the relevant annex, interest at the prevailing deposit interest rates for the relevant period will be applied to the relevant amount until the payment date. If the User fails to pay the invoice issued for the Service by the due date, the Service Provider has the right to suspend the Service at any time starting from the 1st (first) day following the due date and/or to terminate the Agreement immediately without paying any compensation. If the Service is suspended by the Service Provider pursuant to this article, the Service will be reactivated at the latest within the day following the payment.

11. TERM AND TERMINATION OF THE AGREEMENT

11.1. This Agreement will enter into force upon the User's acceptance of the Cloud Computing Service and User Agreement and Privacy Conditions via the Platform and/or wet-ink signature approval and use of the Platform, and will remain in effect unless terminated by one of the Parties.

11.2. The User may terminate the Agreement at any time and will notify the Service Provider of the termination request via the Platform; this notification will take effect from the next billing period.

11.3. If the Agreement is terminated by the User pursuant to Article 11.2, each of the Parties will be responsible to the other Party for all debts and obligations accrued up to the moment of termination. In this case, also, if the User cancels the Service they are benefiting from, no refund will be made to the User, and additionally, if there is a discount applied to the User during the period they benefited from the relevant Service, the total discount amount applied during the period the User benefited from the service will be reflected to the User by the Service Provider and, if necessary, will be additionally invoiced.

11.4. The Service Provider may terminate the Agreement by giving the User 1 month's prior notice if its relationship with third parties with whom it cooperates/receives services to provide the Service ends for any reason, if the methods of providing the Service change, if the relevant legislation or decisions of competent authorities require it, and in other cases regulated in this Agreement.

12. PROTECTION OF PERSONAL DATA

12.1. The User accepts, declares, and undertakes to collect and submit personal data to the Service Provider within the scope of this Agreement in accordance with the relevant legislation, primarily the Law on Protection of Personal Data No. 6698 ("KVKK"), and the terms and conditions of this Agreement.

12.2. The User accepts, declares, and undertakes that the personal data to be submitted to the Service Provider has been obtained in accordance with the provisions and conditions in the KVKK and relevant legislation, that the necessary clarification obligation towards the relevant persons has been fulfilled, that explicit consent has been obtained from the relevant persons to the extent and scope necessary, and that all obligations under the relevant legislation have been fully fulfilled. The Service Provider has the right to request supporting documents regarding the fulfillment of the User's obligations under this article at any time.

12.3. The Parties mutually and fully agree and undertake to fulfill their legal, administrative, and technical obligations under the KVKK, relevant secondary legislation, and decisions of the Personal Data Protection Board regarding matters related to the Agreement between them and the performance of their obligations under the Agreement, and to refrain from behaviors that would prevent the other Party from fulfilling its obligations under the said legislation.

12.4. The Parties undertake to take all necessary technical and administrative measures to ensure the appropriate level of security according to the nature of the personal data in order to prevent unlawful processing of personal data relating to relevant persons, to prevent unlawful access to personal data, and to ensure the protection of personal data.

12.5. If either Party violates or fails to fulfill its obligations under the said legislation, thereby causing the other Party to incur legal, administrative, or criminal sanctions, the breaching Party shall fully compensate the injured Party for its damages upon first demand.

12.6. Each Party shall comply with all lawful written requests of the other Party regarding the correction or destruction of personal data shared within the scope of the Agreement.

13. FORCE MAJEURE

13.1. Human and natural disasters, war, mobilization, fire, strike, lockout, pandemic, etc., which did not exist and were unforeseeable at the time of signing the Agreement, occur beyond the control of the Parties, and occur in such a way and to such an extent as to partially or completely, temporarily or permanently stop the working possibilities of the Parties or one Party, shall be considered force majeure. The Party exposed to force majeure shall immediately notify the other Party in writing, and the obligations of the Parties shall be suspended during the period of force majeure. When the force majeure events cease, the Agreement shall continue from where it left off. The obligations of the Party whose rights are not performed during the force majeure period shall also be suspended. If the force majeure event lasts for more than 30 (thirty) days, the Party whose rights are violated may terminate this Agreement without compensation.

13.2. However, if the Service Provider becomes unable to provide service due to force majeure events, the User will also have the right to cancel the order and, if possible, request another service. If the User requests the cancellation of the order, the fee paid for the cancelled order (if any) will be refunded to the User (to the relevant bank for credit card payments) within 14 (fourteen) days following the written receipt of the cancellation request. The Service Provider shall not have any responsibility for the transfer of the relevant amount by the bank to the User's accounts.

14. ASSIGNMENT OF THE AGREEMENT

14.1. The Service Provider may assign and transfer the Agreement to its affiliated companies, group companies, subsidiaries, and in the event of a merger and/or acquisition, to the merged or acquiring company. The User may not assign and/or transfer the Agreement or any right or obligation thereunder without the written consent of the Service Provider.

15. OTHER PROVISIONS

15.1. Upon the entry into force of this Agreement, any previous agreement(s) signed between the Parties regarding the Service shall be deemed to have automatically terminated and become null and void. However, the rights and debts of the Parties that arose before the termination date are reserved.

15.2. The partial or complete invalidity of one or more of the non-essential provisions of the Agreement shall not affect the validity of the other provisions of the Agreement, and the Agreement shall remain in force with respect to its applicable provisions. However, if one or more of the essential provisions of the Agreement become inapplicable in a way that eliminates the Parties' intention to conclude the Agreement, either Party may terminate the Agreement with immediate effect by notifying the other Party in writing.

15.3. Each Party shall take all necessary measures to prevent any event, situation, fact, or occurrence that could cause damage to the other Party; upon detecting such a situation, it shall immediately inform the other Party and take all reasonable measures to reduce possible damage or loss.

15.4. Partial or complete non-exercise or late exercise of the rights defined in the Agreement cannot be interpreted as a waiver of these rights. Any waiver under the Agreement shall be valid only if made in writing and signed by the authorized representative of the relevant Party.

15.5. The stamp duty arising from this Agreement shall be jointly borne equally by the User and the Service Provider.

16. NOTIFICATIONS

16.1. All notifications within the scope of the Agreement will be made to the e-mail addresses of the Parties specified in the Agreement or via the Platform. Notifications made to these e-mail addresses will be valid unless changes in the relevant e-mail addresses are notified to the other Party in writing within 7 (seven) days.

17. APPLICABLE LAW AND JURISDICTION IN CASE OF DISPUTE

17.1. In disputes arising from this agreement, the consumer arbitration committee or consumer court and enforcement offices at the User's place of residence or where the User transaction was made are authorized within the monetary limits specified in the relevant law.