Distance Sales Agreement

SELLER / PROVIDER: Topluyıldız Danışmanlık A.Ş., a joint-stock company governed by Turkish law (hereinafter the ‘Seller’ or the ‘Provider’). Address Sinanpaşa Mahallesi, Süleyman Seba Caddesi, No: 6 İç Kapı No: 4, Beşiktaş / İstanbul; telephone [telefon numarası]; e-mail [email protected]; MERSIS 0854121033400001; Trade Registry Number 282911-5 (İstanbul Ticaret Sicili Müdürlüğü).

BUYER / CONSUMER: the person declared in the order form (hereinafter the ‘Buyer’ or the ‘Consumer’). Full name [Alıcı ad soyad]; address [Alıcı adres]; e-mail [Alıcı e-posta]; telephone [Alıcı telefon]. These details are populated automatically from the data the Buyer enters at the ordering stage and form an integral part of this Agreement.

Upon conclusion of this Agreement, the parties declare that they are aware of and accept the obligations arising under Law no. 6502 and the Distance Contracts Regulation.

The subject matter of this Agreement is the sale and performance of the Omnilegal subscription service ordered by the Buyer electronically, whose characteristics and sale price are stated below and in the Pre-Contractual Information Form, together with the determination of the parties' rights and obligations in respect of that sale under Law no. 6502 and the Distance Contracts Regulation.

The Agreement concerns exclusively a digital service; it does not involve the delivery of any physical goods. The Buyer confirms the order in the knowledge that the service is a digital service performed in the electronic environment.

Omnilegal is an artificial-intelligence legal operating system designed for lawyers and law firms; it is a digital service that unifies a firm's work in a single system, from client intake to delivery. The service is provided online (on a Software as a Service basis) and does not consist of the physical delivery of any software.

The service is offered as a seat-based (per attorney) and time-limited (monthly or annual) subscription. The package purchased by the Buyer (Starter, Pro, Firm or Enterprise), the number of seats, the billing period and any additional modules are shown in the order summary and the Pre-Contractual Information Form.

As an essential feature of the operation of the service: the final reading, decision and signature always remain with the human attorney (within the framework of article 36 of the Attorneys Act no. 1136); the artificial intelligence is of an assisting nature, does not replace the attorney's judgment and does not itself provide legal advice. Features that appear on the roadmap and are not yet in service are not asserted as elements guaranteed within the current scope of the service.

The total sale price of the service inclusive of taxes is shown clearly in the order summary and the Pre-Contractual Information Form according to the package, the number of seats and the billing period selected by the Buyer at the time of order. Prices are set per seat, per month; on the Turkish Lira tariff they apply as Starter ₺4.500, Pro ₺13.500, Firm ₺27.000 and Enterprise from ₺45.000, and on the United States dollar tariff as 100, 300, 600 and from 1,000 dollars respectively.

The stated prices include value added tax in force and other statutory taxes; unless expressly shown otherwise in the order summary, no further additional cost is charged to the Buyer. Where any additional cost is foreseen, the nature and amount of that cost are clearly notified to the Buyer before confirmation of the order.

Where the annual billing period is selected, the two months' free use applies to the extent shown in the order summary. Where a free trial is offered, the conditions of that trial and the fact that charging will commence at the end of the period are separately shown at the ordering stage.

Payment is made in advance through the electronic payment methods offered in the order flow, according to the billing period (monthly or annual) selected by the Buyer. Payment is collected at the moment of checkout (order confirmation), and the commencement of the subscription is contingent upon that collection.

A time-limited subscription may renew automatically for an equal period at the prevailing announced fee at the end of the billing period unless the Buyer cancels in good time. The conditions of renewal and the procedure for cancellation are set out in detail in the Cancellation and Refund Policy.

Payment, checkout and account provisioning are operated through the product sign-up flow run by or on behalf of Topluyıldız Danışmanlık A.Ş. Where a refund is due, repayment is made in a manner consistent with the method of payment used, on the basis of [iade için banka/IBAN bilgisi].

By its nature, the service is a digital service performed instantly in the electronic environment. Following confirmation of payment, the Buyer's account is opened and access to the service (login credentials and the functions within the scope of the subscription) is provided to the Buyer immediately, as a rule within the shortest reasonable and feasible time following confirmation of the order.

The time of performance shall not in any event exceed the maximum period prescribed by legislation; in a digital service, performance is deemed to occur upon access being opened to the Buyer. Should access not be provided due to a technical impediment, the Buyer may apply to the Provider through the contact channels set out in Article 1.

The Buyer is obliged to provide correct and complete contact and account information so that instant performance may take place; the Provider cannot be held responsible for delays in access arising from any deficiency or error in such information.

As a rule, in distance contracts the consumer has the right to withdraw within fourteen (14) days without giving any reason and without paying any penalty.

Nevertheless, pursuant to article 15, first paragraph, subparagraph (g) of the Distance Contracts Regulation, in contracts concerning services performed instantly in the electronic environment and intangible goods delivered to the consumer instantly (digital content and digital services), the right of withdrawal cannot be exercised where performance has begun with the consumer's prior express consent and the confirmation that the consumer is aware of forfeiting the right of withdrawal.

The Omnilegal subscription under this Agreement is a digital service performed instantly in the electronic environment. Where, at the ordering stage, the Buyer expressly consents to performance beginning immediately and confirms by that consent that the Buyer is aware of being unable to exercise the right of withdrawal, the Buyer's right of withdrawal lapses once performance begins. Where the Buyer has not given such consent, performance is not started instantly and the withdrawal procedure set out below applies.

Where the Buyer has not consented to performance beginning immediately and the right of withdrawal therefore remains reserved, the Buyer may exercise the right of withdrawal within fourteen (14) days from the day the Agreement is concluded. To exercise the right of withdrawal, it suffices to direct an express declaration of intent to the Provider within that period.

The withdrawal notice may be made by electronic mail to [email protected] or in writing to Sinanpaşa Mahallesi, Süleyman Seba Caddesi, No: 6 İç Kapı No: 4, Beşiktaş / İstanbul. The Buyer may use the model withdrawal form annexed to the Regulation or may make an express declaration to the effect of withdrawal.

In the event of due withdrawal, the Provider refunds the payment made by the Buyer within fourteen (14) days from the date the withdrawal notice reaches it, in a manner consistent with the payment instrument used by the Buyer at the time of purchase and without imposing any cost on the Buyer. The refund is carried out on the basis of [iade için banka/IBAN bilgisi].

The Buyer acknowledges and declares that, before confirmation of the order, the Buyer has read and understood, and has confirmed electronically, the Pre-Contractual Information Form containing the seller/provider details, the essential characteristics of the service, the total price inclusive of taxes, the conditions of payment and performance, and the explanations regarding the right of withdrawal and its digital service exception.

The Buyer declares that, at the ordering stage, the Buyer has expressly consented to immediate access to the digital service (instant performance) and that, by that consent, the Buyer is aware of and accepts being unable to exercise the right of withdrawal once performance has begun, pursuant to article 15/1-(g) of the Distance Contracts Regulation.

The Buyer confirms having obtained a copy of this Agreement, the Pre-Contractual Information Form and the Cancellation and Refund Policy in the form of a durable medium (for example by e-mail).

The personal data provided by the Buyer under this Agreement is processed within the framework of Law no. 6698 on the Protection of Personal Data (KVKK) and the relevant secondary legislation and, where applicable, the European Union General Data Protection Regulation (GDPR). The purposes and legal grounds of processing, any transfers and the rights of the data subject are explained in detail in the separate Privacy Notice and Privacy Policy.

In operating the service, the Provider applies technical and administrative measures, including encryption in transit and at rest, to ensure the security of the data. Client data is not used to train any artificial-intelligence model, and personal data is masked before it is sent to any model.

For applications and requests concerning personal data, the Buyer may use the contact channels set out in Article 1 and follow the procedure indicated in the relevant Privacy Notice.

The Buyer may first direct complaints and objections relating to disputes arising from this Agreement to the Provider through the contact channels set out in Article 1; the Provider evaluates such applications within a reasonable time and endeavours to resolve them.

Pursuant to Law no. 6502 and the relevant legislation, the Buyer may apply to the Consumer Arbitration Committees within the applicable monetary thresholds, and to the Consumer Courts for disputes above those thresholds. For the relevant year, the monetary threshold for application to the Consumer Arbitration Committee applies as [Tüketici Hakem Heyeti parasal sınırı, ilgili yıl].

Applications may be made before the Consumer Arbitration Committee or Consumer Court at the Buyer's place of residence or the place where the consumer transaction was carried out.

Extraordinary events arising beyond the parties' control and not reasonably foreseeable, or unavoidable even if foreseen (natural disaster, fire, epidemic, war, mobilisation, insurrection, strike, lockout, decisions of public authority, large-scale failures of electricity or communications infrastructure and the like), are deemed force majeure.

In the event of force majeure, the affected party is not deemed to be in default even if it is unable to perform its obligations for as long as the effect of that cause persists. Should the force majeure continue beyond a reasonable period, adaptation or termination of the Agreement may be considered within the framework of the provisions of the Turkish Code of Obligations on impossibility of performance and excessive difficulty of performance (TCO articles 136 and 138).

The party affected by force majeure is obliged to notify the other party of the situation within a reasonable time and to exercise reasonable care to mitigate its effects.

This Agreement is concluded and enters into force upon the Buyer confirming the order electronically and effecting payment. By confirming the order, the Buyer is deemed to have read and accepted all provisions of this Agreement, the Pre-Contractual Information Form and the Cancellation and Refund Policy.

This Agreement remains in force throughout the subscription period and for as long as the legal relationship between the parties continues. In matters not provided for in the Agreement, the provisions of Law no. 6502, the Distance Contracts Regulation and the Turkish Code of Obligations no. 6098 apply.

This Agreement is interpreted and applied as a whole together with the Pre-Contractual Information Form and the Cancellation and Refund Policy.