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Terms of Service

Last updated: 25 September 2026 · Version 2026-09-v1

This English version is provided for convenience. In case of any discrepancy between the English and Turkish versions, the Turkish version prevails.

Unisentra Software Service (SaaS) Subscription and Use Agreement. It is accepted electronically by ticking “I have read and accept the agreement” on the subscription screen (Article 25). The Annexes (A Order Form and Licence Certificate · B Service Level and Support · C Personal Data Processing · D Acceptable Use and Security · E Setup, Data Migration and Training) are sent upon request from [email protected].

Article 1 — Parties

1.1 This Agreement has been entered into between the following parties:

1.2 The Provider and the Customer are referred to together as the "Parties" and individually as a "Party".

1.3 The Customer acknowledges and declares that it enters into this Agreement in connection with its commercial enterprise and in its capacity as a merchant (tacir), and that Law No. 6502 on Consumer Protection and the Regulation on Subscription Contracts do not apply to this relationship.

Article 2 — Definitions

In this Agreement, the following terms shall have the meanings set out below:

Article 3 — Subject Matter and Structure of the Agreement

3.1 The subject matter of this Agreement is the making available by the Provider of the Unisentra Software for the Customer's use under the "software as a service" (SaaS) model, the payment by the Customer, in return, of the fees set out in the Order Form, and the determination of the mutual rights and obligations of the Parties.

3.2 The Agreement consists of this main text and the Annexes. In the event of conflict, the order of precedence is: (1) the special terms in the Order Form, (2) Annex C Personal Data Processing Agreement, (3) this main text, (4) Annex B, (5) Annex D, (6) Annex E.

3.3 The Software is not sold to the Customer, and neither its ownership nor its source code is transferred. The right granted to the Customer consists solely of the right to use the Software during the Term within the limits set out in Article 5. On-premise installation is subject to a separate licence agreement.

3.4 The Customer acknowledges that it has examined and evaluated the scope that is the subject matter of the Agreement by means of the promotional documents, the demo environment and the trial period, and that it has based its purchasing decision on its own needs analysis.

Article 4 — Entry into Force, Duration and Renewal

4.1 The Agreement enters into force on the date on which it is signed by the Parties (or accepted electronically pursuant to Article 25); the Service shall be provided as from the start date set out in the Order Form.

4.2 Unless otherwise specified in the Order Form, the Term is 12 (twelve) months from the start date.

4.3 At the end of the term, unless either Party gives written notice of non-renewal at least 30 (thirty) days before the expiry of the term, the Agreement shall renew automatically for successive periods of 12 months each under the same conditions and at the fees updated in accordance with Article 7.5.

4.4 In agreements for which a Monthly Period has been selected, the Customer may bring the Agreement to an end, with effect from the end of any period of its choice, by giving at least 30 days' prior written notice; the Provider may exercise the same right by giving at least 90 days' prior notice.

4.5 Prior to renewal, the Provider shall remind the Customer by e-mail of the renewal conditions (fee, scope) at least 45 days before the expiry of the term. The fact that no reminder has been sent does not prevent automatic renewal.

Article 5 — Scope and Limits of the Right of Use

5.1 The Provider grants the Customer a right of use that is limited to the Term, non-exclusive, non-transferable and non-sublicensable, and limited to the number of Licensed Users and to the Modules set out in the Order Form. This right constitutes a simple (non-exclusive) licence within the meaning of Law No. 5846 on Intellectual and Artistic Works (FSEK).

5.2 The right of use is solely for the Customer's own commercial enterprise and for its legal entities and places of business specified in the Order Form. Multiple companies and branches may be defined in the Customer Environment; all of them are the responsibility of the Customer.

5.3 Each user account shall be allocated to a natural person and used only by that person; account sharing and the creation of shared users (such as "cashier1" or "accounting") are prohibited. The number of Licensed Users is technically limited by the Software; any increase in that number is subject to Article 7.4.

5.4 The Customer may not rent the Software to third parties or offer it under a service bureau / shared service model, and may not carry out reverse engineering, decompilation, copying, the creation of derivative works, the circumvention of security measures, automated data scraping or load testing; the Customer shall comply with the rules set out in Annex D.

5.5 The Software's APIs may be used only if API access has been selected in the Order Form, and only within the framework of the technical rules published by the Provider (request limits, authentication).

5.6 Trial environments are provided free of charge and "as is"; if the Order Form is not signed by the end of the trial period, the environment and its data shall be deleted in accordance with the timetable set out in Article 17.

Article 6 — Scope of the Service

6.1 During the Term, the Provider shall provide the following:

6.2 The following are not included in the Service and are procured separately under an agreement or an Order Form:

6.3 The Software is a business management tool; it does not provide accounting, tax, legal or financial advice. The accuracy of the content of tax returns, books and e-documents, statutory deadlines and the approval of the certified public accountant are the responsibility of the Customer. The Software's audit checks, warnings and artificial intelligence recommendations are of a decision-support nature; they do not relieve the Customer of its obligation to check.

6.4 The artificial intelligence assistant and document intelligence functions are activated at the Customer's option; the way in which these functions work, data masking and the use of processors located abroad are governed by Annex C, Article 6. The Customer may keep these functions switched off if it so wishes.

Article 7 — Fees, Invoicing and Payment

7.1 The Service fees are specified in the Order Form and are exclusive of VAT (KDV). The fee consists of (a) the user fee for the Standard Package, calculated on a tiered basis according to the number of Licensed Users, and (b) the per-company fees for the selected Modules. The Provider's pricing policy is based on the annual fee; the fee for a Monthly Period is one twelfth of the annual fee.

7.2 The billing Period is selected in the Order Form:

7.3 Invoices shall be paid within 14 (fourteen) days of the invoice date to the bank account specified on the invoice. Payments are denominated in Turkish lira; if a foreign currency has been agreed in the Order Form, the invoice shall be issued at the foreign exchange selling rate of the Central Bank of the Republic of Türkiye on the invoice date.

7.4 Increase in scope: The Customer may increase the number of Licensed Users or add Modules during the Term. The increase shall be calculated pro rata on a daily basis from the date on which it is applied in the Provider's panel until the end of the Period, and invoiced separately; in subsequent Periods, invoicing shall be based on the new scope. Reduction in scope (removal of users or Modules) may be made only upon renewal of the Term, by giving at least 30 days' prior notice.

7.5 Price update: The Provider may update the fees for the renewal period, provided that it gives notice at least 45 days before the expiry of the term. The annual increase may not exceed the change in the Turkish Statistical Institute (TÜİK) Consumer Price Index (CPI) over the last 12 months preceding the date of notice by more than 10 (ten) percentage points. If the Customer does not accept the updated fee, it may give notice of non-renewal within the time limit set out in Article 4.3.

7.6 Default: Default interest determined pursuant to Article 1530 of the Turkish Commercial Code No. 6102 (TCC) shall apply to amounts not paid when due, from the due date until the date of payment. The Provider may also claim the minimum compensation amount provided for in the same article.

7.7 Suspension: A written warning shall be sent to the Customer in respect of any invoice that is 15 days overdue; if payment is not made within 10 days of the warning, the Provider may suspend the Service (the Customer Environment is made read-only or access is blocked). Fees continue to accrue during the suspension; Customer Data is not deleted. Once payment has been completed, access shall be restored within 1 business day at the latest. Suspension does not remove the Provider's right of termination under Article 16.

7.8 The Customer shall notify any objection to an invoice in writing within 8 days of the invoice date; an objection does not defer payment of the undisputed portion.

7.9 The fees in the Order Form have been determined on the basis of the Provider's list prices in force on that date; the Provider may change its list prices at any time, and such a change does not affect the current Term.

Article 8 — Obligations of the Provider

8.1 To provide the Service in accordance with the Agreement, the Annexes and the rules of good faith, with the care expected of a prudent merchant;

8.2 To fulfil the availability, backup and support commitments in Annex B; to carry out planned maintenance within the windows set out in Annex B and with prior announcement;

8.3 To process Customer Data solely for the purpose of performing the Service, on the Customer's instructions and in accordance with Annex C; not to sell it to third parties, and not to use it for advertising or profiling purposes;

8.4 To take the technical and administrative measures set out in Article 12 of Law No. 6698 on the Protection of Personal Data (KVKK); upon becoming aware of a data breach, to notify it within the time limit set out in Annex C;

8.5 To keep the Software up to date; to implement mandatory changes arising from legislation within a reasonable time from the publication of the final technical guide by the relevant public authority and in time for the effective date. Delays arising from regulations that the public authority publishes late or leaves unclear cannot be attributed to the Provider;

8.6 To return and delete Customer Data in accordance with Article 17 when the Agreement ends;

8.7 To give at least 30 days' notice of material changes that will affect the Service (a change of subcontractor, a change of hosting location, the removal of a function). If the removal of a function eliminates the essential benefit that the Customer expects from the Service, the Customer may terminate the Agreement without penalty within 30 days of the notice, and the prepaid fee for the unused period shall be refunded.

Article 9 — Obligations of the Customer

9.1 To pay the fees when due;

9.2 To allocate user accounts to natural persons, to close the accounts of staff who leave, to make authorisation (role) assignments in accordance with its own internal controls, and to keep two-factor authentication enabled on administrator accounts; to be responsible for the password and access security of its users;

9.3 To be responsible, in its capacity as data controller, for the accuracy and lawfulness of Customer Data, for Customer Data not infringing the rights of third parties, and for the existence of the legal basis required for processing the data (privacy notice, consent, contract);

9.4 To fulfil on its own side the statutory retention, archiving and production obligations relating to commercial books, e-documents and tax returns (the periods under Tax Procedure Law No. 213 and the Turkish Commercial Code); to retain for this purpose the exports and the e-document archive that it obtains from the Software;

9.5 To comply with the acceptable use rules in Annex D; to be responsible for breaches by its users;

9.6 To notify the Provider as soon as it becomes aware of any suspected error, security vulnerability or unauthorised access relating to the Software;

9.7 To notify any changes in its address, authorised representative, registered electronic mail (KEP) and invoicing details within 10 days; where a change is not notified, notices sent to the former address shall be deemed valid;

9.8 To enter access credentials for third-party systems (integrator, marketplace, bank, payment institution) into the Software under its own responsibility; to comply with the terms of use of those systems;

9.9 To keep confidential the documentation, price quotations and technical information relating to the Software provided to it (Article 12).

Article 10 — Intellectual and Industrial Property

10.1 All intellectual and industrial property rights of any kind in the Software, its source and object code, data model, interface design, documentation, trademarks and logos, algorithms, report and document templates, and all updates thereto belong exclusively to the Provider. This Agreement does not transfer to the Customer any right other than the right of use under Article 5.

10.2 All rights in Customer Data and in the Customer's own business rules and product, business partner and accounting records belong to the Customer. The Provider has only the limited right to process Customer Data that is necessary for the provision of the Service.

10.3 Unless otherwise agreed, the Customer's suggestions and feedback concerning the Software, and functions of a general nature developed upon request, are the property of the Provider and may also be offered to other customers. Developments specific to the Customer are governed by Annex E.

10.4 The Provider may process anonymous and aggregated usage statistics (performance, errors, frequency of use of functions) that do not identify the Customer or any natural person and do not contain personal data, for the purpose of improving the Service.

10.5 In the event of claims brought against the Customer alleging that the Software infringes the intellectual property rights of third parties, the Provider shall, provided that the Customer notifies it immediately and leaves the defence to the Provider, assume the defence and bear any compensation awarded by final judgment; the Provider may, at its option, modify the Software so that it is non-infringing or obtain the licence. Claims arising from the Customer's instructions, data or third-party integrations fall outside this scope.

Article 11 — Protection of Personal Data

11.1 Within the scope of the Service, the Customer acts as data controller and the Provider as data processor. The Parties' obligations arising from these capacities, sub-processors, transfers abroad and security measures are governed by Annex C; Annex C forms an integral part of this Agreement.

11.2 With respect to the personal data that the Provider processes within the scope of its own customer relationship (authorised persons, invoices and support correspondence), the Provider is the data controller; the privacy notice relating to this processing is published at unisentra.com.tr.

Article 12 — Confidentiality

12.1 The Parties shall keep confidential the following, which they learn in the course of performing the Agreement: the other Party's trade secrets, prices, customer and supplier information, financial data, technical infrastructure and security information, the internal workings of the Software, and any information that is designated as confidential or that by its nature should be regarded as confidential ("Confidential Information"); and shall share it only for the purpose of performing the Agreement, only with those of their employees, advisers and subcontractors who need to know it, and under the same obligation of confidentiality.

12.2 Information that is in the public domain, information that the receiving Party already knew without an obligation of confidentiality or developed independently, and information whose disclosure is mandatory by law or by decision of a competent authority (provided that, where legally possible, the other Party is informed before disclosure) do not constitute Confidential Information.

12.3 The confidentiality obligation continues for 5 (five) years after the Agreement ends, and indefinitely with respect to personal data and trade secrets.

12.4 If a separate Non-Disclosure Agreement has been signed between the Parties, the more protective provision shall apply.

Article 13 — Warranty and Limitation of Liability

13.1 The Provider undertakes that the Software will operate materially in accordance with its documentation, and commits to the service levels in Annex B and the security measures in Annex C. Beyond this, the Software is provided without implied warranties such as fitness for commercial purposes or uninterrupted operation. It is not warranted that the Software will meet all of the Customer's specific needs.

13.2 The Provider is not liable for damages arising from internet access, Customer devices, third-party systems (public authority services, the e-document integrator, marketplace and bank APIs, payment institutions, cargo companies, content delivery and DNS providers), or from incorrect data entry, incomplete authorisation, password sharing or use in breach of legislation by the Customer or its users.

13.3 Neither Party is liable for indirect and consequential damages such as loss of profit, loss of business, loss of reputation or the cost of re-creating data (without prejudice to Article 13.5).

13.4 The Provider's total liability arising from this Agreement is limited to the Service fees actually paid by the Customer during the last 12 (twelve) months preceding the event giving rise to the liability. The service credits in Annex B are the exclusive remedy for failure to meet the availability target.

13.5 Data loss: In the event of data loss caused by its own fault, the Provider shall restore from the last healthy backup; unless the recovery objectives (RPO/RTO) in Annex B are exceeded, it has no further liability. The restoration from backup of data that the Customer or its users have deleted/modified is subject to the fee schedule in Annex B.

13.6 The limitations in this Article shall not apply to liability arising from intent or gross negligence pursuant to Article 115 of the Turkish Code of Obligations No. 6098, nor in cases of intentional breach of the personal data security obligations in Annex C, the intellectual property undertaking in Article 10.5 or breach of confidentiality under Article 12.

13.7 In the event of third-party claims brought against the Provider on account of the Customer's use contrary to Article 5 and Annex D, unlawful Customer Data or the acts of its users, the Customer shall indemnify the Provider for its losses.

Article 14 — Force Majeure

14.1 Events that arise beyond the control of the Parties and could not be foreseen or prevented with reasonable care, such as natural disasters, epidemics, war, terrorism, strikes, general internet backbone outages, large-scale cyber-attacks, decisions of public authorities and changes in legal regulations, constitute force majeure. The Party affected by force majeure shall give notice of the situation immediately; its obligations are suspended for the duration of the force majeure (with the exception of the payment obligation; the fee is reduced in proportion to the Service that could not be provided during that period).

14.2 If the force majeure lasts longer than 60 days, either Party may terminate the Agreement by notice; the fee paid in advance for the unused period shall be refunded.

Article 15 — Subcontractors and Assignment

15.1 In providing the Service, the Provider may use subcontractors such as hosting, network, payment, e-document, communication and artificial intelligence providers; a list of these is set out in Annex C, Article 5, and changes are notified in accordance with the procedure in Annex C. The Provider is liable for the performance of its subcontractors as for its own performance.

15.2 The Customer may not assign the Agreement or the right of use without the Provider's written consent. In the event of a change of control, merger or demerger of the Customer, this shall be notified within 30 days; the Provider shall not refuse the assignment without reasonable grounds.

15.3 In the event of a transfer of the Software, a transfer of the business or a transfer to a group company, the Provider may assign the Agreement by notifying the Customer; the assignee shall assume all obligations under the Agreement.

Article 16 — Termination

16.1 Ordinary expiry: If the Agreement is not renewed in accordance with Article 4, it expires at the end of the Term.

16.2 Immediate termination for just cause: Either Party may terminate the Agreement with immediate effect if the other Party breaches a material obligation arising from the Agreement and fails to remedy the breach within 15 days despite a written warning. In addition, no warning or cure period is required in the following cases:

16.3 Early exit by the Customer: If the Customer wishes to bring the Agreement to an end before the Term expires and without just cause:

If a discount or instalments were applied for setup and data migration, the Provider may also claim their actual price as stated in the Order Form. The Customer, as a merchant, acknowledges that this fee is assessed within the scope of Article 22 of the Turkish Commercial Code.

16.4 Ordinary termination by the Provider: If the Provider decides to discontinue the Software or the Service entirely, it shall notify the Customer at least 6 (six) months in advance and refund the fee paid in advance for the unused period; Customer Data shall be returned in accordance with Article 17.

16.5 Notices of termination shall be given in the form set out in Article 22. Termination does not affect receivables accrued up to the date of termination or the provisions that by their nature continue to apply, such as Articles 10, 12, 13, 17 and 23.

Article 17 — Return and Deletion of Data at the End of the Agreement

17.1 Data return window: For 30 (thirty) days from the end of the Agreement for any reason, access to the Customer Environment shall be kept open solely for the purpose of retrieving data (the Provider may technically restrict the entry of new records during this period); within this time the Customer shall retrieve its data using the Software's export tools (Excel/CSV, PDF, e-document archive, API). At the Customer's request, the Provider shall deliver a full copy of the database (in standard backup format) once and in encrypted form; this delivery is free of charge.

17.2 Passive retention: From the 31st day until the 90th day, the Customer Environment shall be kept closed; within this time the Customer may restart the Service by paying its debts and signing a new Order Form.

17.3 Deletion: At the end of the 90th day, the Customer Environment, the database and the file stores shall be irreversibly deleted; backup copies shall be destroyed within the backup cycle (within 30 days at the latest). Upon request, the Provider shall issue a record of deletion. Information that the Provider keeps in its own commercial records (invoices, contracts, support correspondence) for the statutory retention period falls outside this provision.

17.4 The Customer acknowledges that the statutory retention obligation relating to commercial books and e-documents rests with it, and that the Provider is not responsible for the consequences of the Customer's failure to use the 30-day return window.

17.5 In the event of termination due to payment default, the data return window may be made conditional on payment of the overdue debts; however, Customer Data shall not be deleted before the time set out in Article 17.3.

Article 18 — Service Level and Support

The availability target, planned maintenance windows, backup and recovery objectives, support channels, priority classes and response times, and service credits are governed by Annex B.

Article 19 — Security and Audit

19.1 The Provider shall implement the technical and administrative measures listed in Annex C; chief among these are a separate database for each Customer, encrypted transmission (TLS), two-factor authentication, role-based authorisation, audit logs and regular backups.

19.2 Once a year and with at least 15 days' prior notice, the Customer may request reasonable information and documents concerning the Provider's security and data processing processes; a request for an on-site audit shall be met by mutual agreement of the parties, provided that the confidentiality of the Provider's other customers is protected and business continuity is not disrupted. If an independent audit report or certificate is available, sharing it shall take the place of an on-site audit.

19.3 The Customer may carry out penetration testing or vulnerability scanning only with the Provider's prior written consent and within the agreed scope and time.

Article 20 — References and Publicity

The Provider may use the Customer's trade name and logo in its reference list and promotional materials; the Customer may bring this to an end at any time by written notice. Press releases and case studies are subject to the Customer's separate approval.

Article 21 — Amendments to the Agreement

21.1 This main text and the Order Form may be amended only by written agreement of the Parties.

21.2 The Provider may update Annex B, the sub-processor list in Annex C and Annex D for the purpose of adapting to changes in legislation and technology, provided that this does not create a material change to the Customer's detriment, by giving at least 30 days' prior notice. If the change is materially to the Customer's detriment, the Customer may, by written objection before the effective date, bring the Agreement to an end at the end of the period without penalty; if no objection is made, the change shall be deemed accepted.

Article 22 — Notices

22.1 The Parties accept the addresses in Article 1 as their addresses for legal service. Notices concerning termination, placing in default and rescission of the agreement shall be made, pursuant to Article 18(3) of the Turkish Commercial Code, through a notary public, by registered letter, by telegram or by registered electronic mail (KEP) bearing a secure electronic signature.

22.2 Other notices (planned maintenance, price updates, changes of sub-processor, renewal reminders, operational announcements) may be sent to the e-mail addresses in Article 1 and/or via the notification panel within the Software, and shall be deemed served on the business day following the date of dispatch.

Article 23 — Governing Law and Dispute Resolution

23.1 This Agreement is governed by Turkish law.

23.2 The Parties shall first endeavour to resolve disputes by negotiating in good faith within 30 days. For disputes that cannot be resolved, the Istanbul (Çağlayan) Courts and Enforcement Offices have jurisdiction. The provisions on mediation as a mandatory precondition to litigation in commercial disputes are reserved.

23.3 The Provider's system records, audit logs, invoice and e-mail records constitute conclusive evidence within the meaning of Article 193 of the Turkish Code of Civil Procedure No. 6100 (HMK).

Article 24 — Taxes and Stamp Duty

24.1 The fees are exclusive of VAT; statutory taxes and charges shall be added at the rates applicable on the invoice date.

24.2 Stamp duty arising from this Agreement and the Order Form shall be paid by the Customer; the Provider may pass on to the Customer the stamp duty that it declares in its capacity as the statutory taxpayer.

Article 25 — Electronic Acceptance and Form

25.1 The Order Form may be signed with a wet-ink signature, with a secure electronic signature in accordance with Law No. 5070 on Electronic Signatures, or via KEP. An order placed on the order/subscription screen provided by the Provider by ticking "I have read and accept the agreement" is also valid and binding between the Parties; in this case, the Provider's system records constitute proof of acceptance.

25.2 The electronic copy of this Agreement and of the Annexes is equivalent to their signed printed copy.

Article 26 — General Provisions

26.1 The Agreement supersedes all prior oral and written understandings between the Parties (without prejudice to any separately signed Non-Disclosure Agreement).

26.2 The invalidity of any provision of the Agreement does not affect the other provisions; the invalid provision shall be replaced by the valid provision that comes closest to its purpose.

26.3 A Party's failure to exercise a right does not constitute a waiver of that right.

26.4 The Agreement has been drawn up in Turkish; in the event of a translation, the Turkish text shall prevail.

26.5 This Agreement consists of 26 articles and 5 annexes and enters into force on the date on which the Customer accepts it electronically.

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Annexes: A — Order Form and Licence Certificate · B — Service Level and Support · C — Agreement on the Processing of Personal Data · D — Acceptable Use and Security Rules · E — Setup, Data Migration and Training Services