User Agreement

Article 1 – Parties

1.1.   This User Agreement (the “Agreement”) is entered into between Hipposoft Yazılım Ltd. Şti. (“Hipposoft”), residing at AKAT MAH. HARE SK. 2.SÖLTAŞ K-10 BLOK NO: 12 BEŞİKTAŞ/ İSTANBUL, on the one hand, and the company, sole proprietorship or other business that creates an account on or purchases a subscription to the HRplan Platform (the “Customer”), on the other hand. The Customer’s trade name, tax number and address are the details declared during registration and invoicing.

1.2.   The person who creates an account and approves the Agreement on behalf of the Customer represents that they are duly authorized to represent and bind the Customer.

Article 2 – Definitions

2.1.   Platform: the www.hrplan.net website, the app.hrplan.net web application, HRplan mobile applications, and the software and interfaces connected thereto.

2.2.   Service: the personnel, leave, advance and expense, inventory and asset assignment management services provided by Hipposoft through the Platform as a cloud-based software service (SaaS), together with other modules added to the Platform from time to time.

2.3.   Administrator: a person granted administrator privileges on the Platform by the Customer and authorized to add Users, assign permissions, and configure settings on behalf of the Customer.

2.4.   User: the Customer’s employees and other persons authorized by the Customer or an Administrator to use the Platform.

2.5.   Customer Data: all data, documents and content entered, uploaded or created on the Platform by the Customer and Users, including any personal data contained therein.

2.6.   Subscription Plan: the package announced on the Platform or in the proposal submitted to the Customer, which determines the scope of the Service, the number of users and the applicable fee.

2.7.   Subscription Period: the monthly, annual or other payment and usage period selected by the Customer or specified in the proposal.

Article 3 – Subject Matter and Scope of the Agreement

3.1.   The subject matter of this Agreement is to determine the terms governing the use of the Service by the Customer and Users, and the mutual rights and obligations of the parties.

3.2.   The Subscription Plans and prices announced on the Platform, proposals or order forms submitted to the Customer, the Customer Privacy Notice, the Cookie Notice and the Terms of Use form an integral part of this Agreement. If a separate written agreement or proposal has been signed between the parties and such document conflicts with this Agreement, the provisions of the separate agreement or proposal shall prevail.

3.3.   The Service is offered for use by businesses within the scope of their commercial or professional activities. The Customer acknowledges that it enters into this Agreement for commercial or professional purposes. Accordingly, consumer-specific provisions of Law No. 6502 on Consumer Protection and the Regulation on Distance Contracts, including the right of withdrawal, shall not apply to the relationship between the parties.

Article 4 – Membership, Account and Users

4.1.   The Customer agrees to provide accurate, complete and up-to-date information during registration and throughout the term of the Agreement, and to update such information without delay in the event of any change.

4.2.   The addition, authorization and removal of Users are the responsibility of the Customer and the Administrators. The Customer is responsible for Users’ activities on the Platform and for ensuring their compliance with the Agreement.

4.3.   Usernames and passwords are personal and may not be shared with third parties. The Customer is obliged to take the necessary measures to protect the confidentiality of account credentials and shall immediately notify Hipposoft in the event of suspected unauthorized use. Hipposoft shall not be liable for losses arising from the Customer’s or Users’ failure to safeguard account credentials unless such losses are attributable to Hipposoft’s fault.

4.4.   Hipposoft may reject a membership application for objective reasons such as the provision of false information, the prior closure of an account due to a breach of the Agreement, or the existence of a legal impediment.

Article 5 – Provision of the Service

5.1.   Hipposoft shall use reasonable efforts to keep the Service available throughout the Subscription Period with due care and in accordance with industry practices. As the Service is provided over the internet, Hipposoft does not warrant that the Service will be uninterrupted or error-free.

5.2.   Planned maintenance shall, where possible, be carried out during off-peak hours and announced within a reasonable period in advance. Emergency security interventions may be performed without prior notice.

5.3.   Hipposoft may add new features, modify existing features or remove features in order to improve the Platform. Article 14 shall apply to changes that materially reduce the core functionality purchased by the Customer during the then-current Subscription Period.

5.4.   Support services are provided through the scope and channels specified in the Subscription Plan.

5.5.   The leave entitlement, calculation and reporting tools available on the Platform are intended to facilitate the Customer’s human resources processes and do not constitute legal, financial or employment law advice. The Customer is responsible for verifying that configurations made on the Platform and calculation results comply with applicable legislation, including in particular Labor Law No. 4857.

Article 6 – Free Use, Subscription, Fees and Payment

6.1.   Hipposoft may offer a free plan or a free trial for a specified period for all or part of the Service. The scope and duration of free plans and trial use are announced on the Platform. If a paid Subscription Plan is not selected at the end of the trial period, the account may be restricted.

6.2.   Service fees are determined according to the Subscription Plan and number of users selected by the Customer, based on the prices announced on the Platform or in the proposal at the time of order. Where fees are stated exclusive of taxes, applicable statutory taxes shall be invoiced separately.

6.3.   Unless otherwise agreed, subscription fees are payable in advance at the beginning of each Subscription Period. If payment is made by card, the Customer authorizes the card to be used for collection of recurring subscription fees.

6.4.   Unless cancelled before the end of the Subscription Period, the subscription shall automatically renew for the same period.

6.5.   If payment is not made when due, Hipposoft shall provide the Customer with 15 days to make payment by written or electronic notice. If payment is not made within this period, access to the Service may be restricted in accordance with Article 12. Hipposoft reserves the right to claim statutory default interest.

6.6.   If the Customer cancels its subscription during a Subscription Period, the portion of the fee corresponding to the remaining period shall not be refunded, and the Customer may continue to use the Service until the end of that period. If Hipposoft terminates the Agreement without just cause pursuant to Article 13.3, or if the Customer exercises its right of termination under Article 14.2, the portion of any prepaid fee corresponding to the unused period shall be refunded to the Customer.

6.7.   Invoices are issued as e-invoices or e-archive invoices and sent to the Customer’s registered email address.

Article 7 – Customer Obligations and Acceptable Use

7.1.   The Customer agrees to use the Service in accordance with applicable law, this Agreement and the rights of third parties.

7.2.   The Customer and Users may not engage in any of the following activities:

a)             attempt to reverse engineer, decompile or otherwise analyze the Platform by similar methods;

b)             upload malicious software to the Platform, attempt to circumvent security measures, or attempt to gain unauthorized access;

c)              extract data using automated tools other than interfaces provided by Hipposoft or place a load on the Platform exceeding normal use;

d)             rent, resell, sublicense the Platform to third parties or permit its use other than for the Customer’s own internal business purposes;

e)             upload content that is unlawful or infringes the rights of third parties;

f)              examine or use the Platform for the purpose of developing a competing product.

Article 8 – Customer Data and Protection of Personal Data

8.1.   Customer Data belongs to the Customer. Hipposoft processes Customer Data solely for the purposes of providing, maintaining, supporting and securing the Service, and in accordance with the Customer’s instructions.

8.2.   With respect to personal data relating to employees and other third parties contained in Customer Data, the Customer is the data controller and Hipposoft is the data processor. The Customer is responsible for having a lawful basis for processing such data under Personal Data Protection Law No. 6698 (“KVKK”), providing the required notices to data subjects, obtaining explicit consent where necessary, and uploading special categories of personal data, such as medical reports, to the Platform only in compliance with applicable legislation.

8.3.   In its capacity as data processor, Hipposoft shall:

a)             not process Customer Data outside the Customer’s instructions;

b)             take the necessary technical and administrative measures to ensure an appropriate level of security pursuant to Article 12 of the KVKK;

c)              ensure that personnel with access to Customer Data are subject to confidentiality obligations;

d)             enter into agreements with sub-processors, such as hosting service providers, imposing protection obligations equivalent to those set out in this Agreement, and publish the current list of sub-processors in the Customer Privacy Notice;

e)             if it becomes aware that Customer Data has been unlawfully obtained by others, inform the Customer without delay so that the Customer may fulfil its notification obligation under Article 12/5 of the KVKK;

f)              provide reasonable assistance to the Customer in responding to data subject requests;

g)             where Customer Data is transferred abroad, ensure transfer mechanisms compliant with Article 9 of the KVKK.

8.4.   Customer Data is hosted in connected data centers on Microsoft Azure infrastructure.

8.5.   Upon request, the parties may enter into a separate Data Processing Agreement compliant with the KVKK. In such case, the Data Processing Agreement shall prevail with respect to matters concerning the processing of personal data.

8.6.   Hipposoft may generate aggregated statistical data from Customer Data that has been anonymized so that it cannot be associated with any natural or legal person, and may use such data for the purpose of improving the Service.

8.7.   Hipposoft is the data controller with respect to account, contact and billing information relating to the Customer’s authorized representatives and Users. Information regarding the processing of such data is set out in the Customer Privacy Notice.

Article 9 – Confidentiality

9.1.   The parties agree to keep confidential the commercial, technical and financial information of the other party learned within the scope of the Agreement, to use such information solely for the performance of the Agreement, and not to disclose it to third parties without the other party’s written consent.

9.2.   Information that is publicly available, independently developed by the receiving party, or required to be disclosed by law or by a decision of a competent authority is excluded from this obligation. The confidentiality obligation shall survive termination of the Agreement.

Article 10 – Intellectual Property Rights

10.1. All intellectual and industrial property rights in and to the software, source code, design, interface, documentation and the “HRplan” trademark relating to the Platform belong to Hipposoft or its licensors.

10.2. For the duration of the Subscription Period, Hipposoft grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable right to use the Platform for its own internal business purposes in accordance with the Agreement. No rights not expressly granted to the Customer under this Agreement shall be deemed transferred.

10.3. Suggestions and feedback provided by the Customer regarding the Service may be used by Hipposoft for the purpose of improving the Service without giving rise to any obligation.

10.4. Hipposoft may use the Customer’s trade name and logo in reference lists. The Customer may withdraw this permission at any time by written notice.

Article 11 – Limitation of Liability

11.1. Hipposoft does not warrant that the Service will meet the Customer’s specific requirements.

11.2. Hipposoft shall not be liable for loss of profit, loss of business or revenue, loss of reputation, or similar indirect damages.

11.3. Hipposoft’s total liability arising out of the Agreement shall be limited to the total subscription fees actually paid by the Customer to Hipposoft during the twelve (12) months preceding the event giving rise to the loss.

11.4. The limitations set out in this Article shall not apply to losses arising from Hipposoft’s wilful misconduct or gross negligence, or to liabilities that cannot be limited by law.

11.5. The Customer is responsible for the accuracy and lawfulness of Customer Data and for decisions made by the Customer based on such data.

11.6. The relevant third parties are responsible for the content and operation of third-party services linked through or integrated with the Platform.

11.7. The Customer shall indemnify Hipposoft for losses incurred by Hipposoft as a result of claims brought against Hipposoft by third parties, including the Customer’s employees, due to the Customer’s breach of its obligations under the Agreement or applicable legislation.

Article 12 – Suspension of the Service

12.1. Hipposoft may suspend the Service in whole or in part if (a) the payment obligation is not fulfilled despite the period granted under Article 6.6, (b) Article 7 is breached, (c) a situation arises that threatens the security of the Platform or other customers, or (d) a decision is issued by a competent authority.

12.2. To the extent possible, suspension shall be notified in advance, applied proportionately to the severity of the breach, and lifted once the reason for suspension ceases to exist. Customer Data shall not be deleted during the suspension period.

Article 13 – Term, Termination and Return of Data

13.1. The Agreement enters into force upon the Customer’s electronic acceptance and remains in force for as long as the Customer’s account remains open.

13.2. The Customer may cancel its subscription at any time through the Platform or by written notice. Cancellation takes effect at the end of the then-current Subscription Period.

13.3. Hipposoft may terminate the Agreement by providing at least 30 days’ prior written or electronic notice.

13.4. Either party may terminate the Agreement immediately if the other party materially breaches the Agreement and fails to remedy such breach within 15 days of written notice.

13.5. Termination of the Agreement shall not affect payment obligations accrued before termination or provisions concerning confidentiality, intellectual property, liability and dispute resolution that by their nature are intended to survive termination.

Article 14 – Amendments to the Agreement

14.1. Hipposoft may amend the Agreement. Amendments that materially affect the Customer’s rights and obligations shall be announced by email or through an in-Platform notification.

14.2. A Customer that does not accept a material amendment may terminate the Agreement before the effective date of the amendment. Continued use of the Service after the effective date constitutes acceptance of the amendment.

14.3. Amendments arising from changes in legislation or urgent security requirements may take effect immediately, provided that the Customer is notified.

Article 15 – Force Majeure

The parties shall not be held liable for failure to perform their obligations due to events beyond their reasonable control, such as natural disasters, epidemics, war, terrorism, strikes, widespread energy or internet infrastructure outages, large-scale cyberattacks and decisions of public authorities. If a force majeure event continues for more than thirty (30) days, either party may terminate the Agreement.

Article 16 – Notices

Notices from Hipposoft to the Customer shall be sent to the Customer’s registered email address or delivered through an in-Platform notification. Notices from the Customer to Hipposoft shall be sent to [email protected], to the registered electronic mail (KEP) address [email protected], or to the address set out in Article 1. Unless an address change is notified to the other party, notices sent to the last known address shall be deemed valid.

Article 17 – Evidence Agreement

The parties agree that, in disputes arising out of the Agreement, Hipposoft’s commercial books, database and server records, electronic correspondence and registered electronic mail records shall constitute evidence pursuant to Article 193 of Code of Civil Procedure No. 6100. The Customer’s right to submit evidence to the contrary is reserved.

Article 18 – Governing Law and Jurisdiction

The Agreement is governed by Turkish law. The Istanbul (Çağlayan) Courts and Enforcement Offices shall have jurisdiction over disputes arising out of the Agreement. The provisions of legislation concerning mandatory mediation as a prerequisite to litigation in commercial disputes are reserved.

Article 19 – Miscellaneous Provisions

19.1. The Customer may not assign its rights and obligations arising from the Agreement to third parties without Hipposoft’s written consent. Hipposoft may assign the Agreement by notifying the Customer in cases such as merger, demerger or transfer of business.

19.2. If any provision of the Agreement is deemed invalid, this shall not affect the validity of the remaining provisions.

19.3. A party’s failure to exercise any right arising from the Agreement shall not constitute a waiver of that right.

Article 20 – Entry into Force

The Agreement enters into force when the Customer electronically confirms during registration that it has read and accepted the Agreement. The accepted version of the Agreement, together with the date and time of acceptance, shall be recorded by Hipposoft and provided to the Customer upon request.