Terms and Conditions

This Service Agreement (the “AGREEMENT”) has been entered into on …………………….. between ………………………………………………………………………………………………………………………………………. (the “USER”), which declares that it is located at ……………………………………………………….., and Hipposoft Yazılım Ltd. Şti., located at AKAT MAH. HARE SK. 2.SÖLTAŞ K-10 BLOK NO: 12 BEŞİKTAŞ/ İSTANBUL.

WHEREAS: Hipposoft Yazılım Ltd. Şti. has developed a software program named HRPLAN, which is the subject matter of this agreement; HRPLAN is a web-based software developed to manage, record, track, analyze and report Human Resources processes, and is referred to as “Software as a Service” (SaaS), known in Turkish as “Hizmet Olarak Sunulan Yazılım”.

1.1         Subject to the terms and conditions of this agreement, HRPLAN agrees to make the HRPLAN software (including access to the SaaS platform and the SaaS application) available for the USER’s use on a Software as a Service (SaaS) basis, in return for a fee and within the scope of the subscription options selected. The interface, the database and the accompanying documentation (collectively, the “Software”) are made available as defined and described, and in a form accessible online, starting from the specified release date. By loading the website of the Software and completing registration and login with its user credentials, the USER becomes a registered user of the HRPLAN platform.

1.2         If the USER enters into this agreement on behalf of a company or another legal entity, the USER represents that it is authorized to represent that legal entity under this agreement.

1.3         Once the USER completes the registration process, it may access the software online. Logging in to the website requires the user ID and password determined during registration. The software can be accessed after a “session-specific” login.

2. Licensing

2.1         By this agreement, HRPLAN grants the USER a non-exclusive, non-transferable license. This license permits commercial use, subject to the terms of this agreement.

2.2         The USER accepts and undertakes that it will not, directly or indirectly, carry out on the software any activities INCLUDING BUT NOT LIMITED TO the following, and that it will not use the software other than as set out in this agreement: reverse engineering, decompiling, modifying or translating the software, attempting to discover the source code of the software or the ideas or algorithms underlying it, or creating derivative works from the software; copying or recreating any component of the software or of the distribution medium; copying, sublicensing, selling, renting, distributing, downloading, installing on another computer or otherwise transferring it; removing, deleting or altering any copyright notice or other proprietary notices or statements contained in the software or in the source code produced using the software; or using the software or the source code produced using the software in any manner that may damage, disable, overburden or impair the hardware, software or online services of third parties.

3. Prices and Contractual Terms

3.1         HRPLAN has made the software available for the USER’s use in accordance with the price and user quota set out in the annex. The price list in the annex sets out the on-site and remote service items to be offered to the USER. These services are provided and invoiced additionally if requested by the USER.

3.2         Upon execution of the agreement, the amount specified in the Annex-1 offer text, which forms an integral part of this agreement, is invoiced to the USER. Payment shall be made within 5 calendar days of the invoice date. The system is opened for use within 24 hours following payment. In the event of non-payment, HRPLAN has the right not to open the system for use and to terminate the agreement without paying any compensation whatsoever.

3.3         The USER acknowledges and accepts that, if it fails to pay consecutive invoice amounts for the units purchased, HRPLAN may suspend the service and may demand the remaining balance of the contract price in a single invoice.

3.4         The terms governing cancellation of payment and refunds are set out in detail in Article 12 of this Agreement (“Termination, Cancellation and Refund Terms”).

4. Copyright and Intellectual Property Rights

4.1         The USER acknowledges that the software is the exclusive property of Hipposoft Yazılım Ltd. Şti. and is protected by copyright law and patent law. Hipposoft Yazılım Ltd. Şti. is the sole owner of the software and shall retain all rights, title and interest in the software unless expressly stated otherwise herein. None of the intellectual property rights in the software are transferred to the USER. This provision covers the software versions, revisions and enhancements that HRPLAN may provide to the USER.

5. USER Obligations and Payment

5.1         HRPLAN and the USER agree, by this agreement, as follows: the USER is responsible for obtaining and maintaining all computer hardware, software and communications equipment required to access the software internally, and for paying all third-party access fees incurred while using the software; the USER is responsible for the security of the computer it uses to run the software, for implementing all necessary and appropriate procedures to protect it against malicious software, and for installing and keeping up to date the necessary security software; the USER shall be solely responsible for its actions while using the software.

5.2         The USER accepts and undertakes, by this agreement, as follows: it will comply with all local and international laws and regulations applicable to the use of the relevant software and the source code produced, including all laws relating to the transmission of technical data processed or obtained through the software; it will not upload or distribute files containing viruses, corrupted files, or any other software or programs that may impair the operation of the software; it will not probe the security mechanisms used by the sites, servers or networks connected to the software with the intent of penetrating them; it will comply with all regulations, policies and procedures of the networks connected to the software; and it will not publish, promote, transmit or share any unlawful, harassing, defamatory, threatening, harmful, hateful or otherwise objectionable material of any kind or nature.

6. USER Data

6.1         The USER shall own all data, information or material it enters into the software (the “USER Data”). Except as permitted under this agreement, HRPLAN shall not edit, delete or disclose the content of the USER Data unless authorized by the USER or required by law. HRPLAN may add to, edit or delete USER Data in the following cases: to comply with applicable laws or with legal process served on HRPLAN; to protect and defend HRPLAN’s rights or property; and to fulfil the terms of this agreement.

6.2         HRPLAN may access USER Data in order to carry out maintenance activities relating to the software or the source code produced using the software, or to respond to technical issues. The USER is solely responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of all USER Data.

6.3         HRPLAN shall provide the memory or storage space necessary for the USER Data that the USER may store, submit or transmit on the software. HRPLAN is responsible for ensuring that all data processed into its database is not lost or corrupted and is made available to the USER when required. Without limitation to the foregoing, the USER is also responsible for maintaining an archive or backup copy of all USER Data.

6.4         The USER is obliged to comply with all obligations imposed by Türkiye’s applicable privacy legislation and by any implementing or amending legislation that may come into force from time to time. The USER is deemed to have obtained the consent of the relevant data subject for all personal data it processes into the HRPLAN database.

6.5         HRPLAN shall retain the USER Data for thirty (30) days following the expiry or termination of this agreement. The USER may request HRPLAN to send a copy of its data; HRPLAN shall fulfil such request within thirty (30) business days. After thirty (30) days, HRPLAN may delete and destroy all USER Data without notifying the USER.

7. HRPLAN’s Obligations

7.1         Subject to the exceptions set out elsewhere in this agreement, HRPLAN warrants that it will apply reasonable care and skill to the software and that the software will operate in accordance with its functional specifications under normal conditions of use. In the event of a material breach of this warranty, HRPLAN’s liability shall be limited to: updating the software within a reasonable remediation period; or, where this is not possible, terminating the agreement and the right of use and refunding to the USER the fees corresponding to the unused portion.

7.2         HRPLAN may at any time temporarily suspend the operation of the software without prior notice, carry out technical maintenance, repairs and updates, or partially or entirely discontinue use of the software.

7.3         HRPLAN is authorized to disclose data to the competent authorities where duly requested under mandatory legislation or by official authorities.

7.4         In the event of a lawsuit, enforcement proceedings, an interim injunction/attachment order, an investigation and/or an indictment against the User, HRPLAN may, at its sole discretion, permanently or temporarily suspend the User’s membership or subscription.

7.5         HRPLAN may assign, transfer or convey its rights, powers, debts and obligations under this Agreement to third persons and/or institutions, provided that it gives notice.

8. Disclaimer

8.1         The USER accepts that it bears full responsibility while using the software.

8.2         HRPLAN is not responsible for the accuracy of the information and content transmitted or uploaded by the User.

8.3         To the fullest extent permitted by law, HRPLAN shall not be liable for indirect damages.

8.4         HRPLAN does not undertake that the Platform will be error-free or uninterrupted.

8.5         HRPLAN’s liability under this Agreement is in all cases limited to the monthly or annual subscription fee paid by the User as at the date on which the relevant damage arose.

9. Limitation of Liability

HRPLAN shall not be liable for any damages the USER may suffer due to interruptions, data loss, delays and similar circumstances not attributable to the software and the service itself.

10. Maintenance and Support Services

10.1       During the term of this agreement, HRPLAN shall provide support services such as advice, fix announcements, updates, and error diagnosis and resolution through the support line, in accordance with the USER’s subscription plan.

10.2       Support services are provided only in relation to the current version of the software and for a period not exceeding twelve (12) months from the release of the current version.

11. Passwords and Security

11.1       HRPLAN shall issue a dedicated password to each USER that pays the applicable subscription fees. The USER is responsible for maintaining the confidentiality of its password and for all activities that occur under its account.

11.2       HRPLAN obtains hosting services from a third-party provider that maintains commercially reasonable security measures to prevent unauthorized access to the software.

12. Termination, Cancellation and Refund Terms

12.1       The term of this agreement begins on the activation date and expires when the access period under the applicable pricing comes to an end. Upon expiry of the term, HRPLAN shall partially or entirely terminate the USER’s ability to access and use the software, unless the USER renews its subscription or subscribes to a new subscription plan.

12.2 Cancellation and Refund Terms

12.2.1    Cancellation within the trial period. If, within the trial period specified in Annex-1 as from the execution of this agreement, the USER notifies HRPLAN in writing (by email or through the support channel) that it will not continue using HRPLAN, the full amount of the fee paid shall be refunded, after deduction of tax obligations. System access is closed on the date the refund is made.

12.2.2    Cancellation after the trial period. Cancellation requests made after the trial period has elapsed do not give rise to a refund of fees accrued or invoiced up to that time. The USER may continue to access the system until the end of the current billing period; no renewal is made for the following period.

12.2.3    Prepaid (annual/periodic) subscriptions. Under annual or multi-month prepayment plans, fees relating to the unused remaining period are not refunded, except in the case of a material breach of warranty attributable to HRPLAN as set out in Article 7.1. A refund for an unused period applies only in the cases covered by Article 7.1.

12.2.4    Refund request process. Refund requests are submitted in writing to the HRPLAN support channel from the USER’s registered contact details. HRPLAN shall review and conclude the request within thirty (30) calendar days at the latest. Approved refunds are made to the original payment method used for the payment.

12.2.5    Cases in which no refund is made. No fee refund is made in the following cases:

•      Termination or suspension carried out by HRPLAN for the reasons listed in Article 12.3 (non-payment, request by an official authority, use contrary to purpose/misuse);

•      Cases in which a debt for the remaining balance of the contract price arises as a result of unilateral termination by the USER (Article 12.4);

•      Amounts corresponding to a service period that has already been used/consumed.

12.3       Notwithstanding the above, HRPLAN may immediately terminate or suspend the USER’s access to and use of the software in the following cases: the USER’s failure to pay any applicable fee when due; pursuant to official requests submitted by judicial authorities; and a determination that the USER has used HRPLAN contrary to its purpose and/or has misused it.

12.4       Unless it occurs within the trial period, termination does not relieve the USER of its obligation to pay outstanding fees; in the event of unilateral termination by the USER, the USER accepts and undertakes to pay the remaining balance of the contract price.

12.5       The provisions relating to the disclaimer and limitations of liability shall survive even if this agreement is terminated.

13. Mutual Ethical Conduct

13.1       HRPLAN and the USER agree not to use, on any visual or written communication channel, any statements that may be construed as disparaging of the parties’ products, services, business methods, affiliates, officers, directors, employees or shareholders.

14. Governing Law

14.1       This agreement is governed by the laws of Türkiye with respect to all related transactions, disputes, validity, interpretation and effect.

14.2       Any dispute under this agreement shall be brought exclusively before the courts of Türkiye, and the USER shall be subject to the exclusive jurisdiction of those courts.

15. Miscellaneous Provisions

15.1       This agreement represents the entire agreement between the USER and HRPLAN on the subject matter and supersedes all prior written or oral agreements, offers and communications.

15.2       A waiver of any default, condition or breach under any provision does not constitute a waiver of any default, condition or breach under any other provision of the agreement.

15.3       HRPLAN’s failure to exercise any of its rights does not mean that such right has been waived. If a court of competent jurisdiction determines that any provision is invalid, the parties shall endeavour to give effect to the remaining provisions.

15.4       Circumstances such as general mobilization, war, epidemic, natural disaster, terrorism, restriction of internet access by a public authority and cyberattacks are deemed force majeure. In the event of force majeure, a party may suspend the provisions of the agreement by giving written notice to the other party within fifteen (15) days; if the event continues for more than three months, the parties may terminate the agreement.

15.5       This agreement is binding on the parties and their successors. The USER may not assign this agreement without HRPLAN’s prior written consent. HRPLAN may assign this agreement to any parent, subsidiary or affiliate, or to its successor.

15.6       The headings in this agreement are for reference only and do not limit the terms of the agreement.