Terms and Conditions
As part of the registration process, you agree to the following terms and conditions governing your subscription and use of Apsiyon’s Services (“Apsiyon’s Services” or “Services”). If you are entering into this terms and conditions on behalf of a legal entity you represent, you confirm that you have the authority to bind such entity to these terms and conditions, in which case the terms “you” or “your” shall refer to such entity. If you do not have such authority, or if you do not agree to these terms and conditions, you must not use the Services. Within this terms and conditions, Apsiyon and you are each referred to as a “party” and are collectively referred to as the “parties”.
The terms and conditions are effective as of the date that the Customer’s first login (the “Effective Date”) to Apsiyon’s Services, is by and between you (the “Customer”) and Apsiyon Bilisim Sistemleri A.S., a company established under the laws of the Republic of Turkey, with its registered office at Altayçeşme Mah. Öz Sokak No:19 TRC Plaza Ofis 6 34843 Maltepe / İstanbul – Turkey (“Apsiyon”). This terms and conditions commence on the Effective Date and shall continue until the stated term for the current applicable subscription and/or purchase of the Service has expired (the “Term”).
1.1. The Service shall be provided to the Customer via an online, web-based service and/or mobile service, provided by Apsiyon via https://www.apsiyon.com/en/products/apsis (the “Website”) and/or any other websites and applications designated by Apsiyon. Apsiyon shall make the Service available in a professional, competent manner in accordance with this terms and conditions.
1.2. The Customer’s use of the Service is governed by this terms and conditions made available to the Customer at the Website. In order to use the Service, the Customer must complete the registration process and create an account.
1.3. The Customer is responsible for appointing an authorized user (“Authorized User”) and all Authorized Users’ actions and their use of the Service.
1.4. The Customer must conduct its own due diligence into the Service to ensure that the functionality provided by the Service meets the Customer’s requirements. Apsiyon does not warrant or represent that the Service will meet the Customer’s requirements.
1.5. The Customer shall be responsible for the security and confidentiality of the password and all other log-in information related to its account and be solely responsible for all activities that occur under its account.
1.6. The Customer undertakes that it will not use the Service in a way that unreasonably degrades the performance of the Service for the Customer’s own purposes or for the purposes of Apsiyon or other users.
1.7. The Customer shall not; use the Service in violation of applicable Laws in connection with the Service, send or store infringing, obscene, threatening, or otherwise unlawful or tortious material or malicious code, including material that violates privacy rights; sell, resell, license, sublicense, distribute, make available, rent or lease any Service, or include any Service in a service bureau or outsourcing offering; interfere with or disrupt the integrity or performance of the Service in whole or in part or third-party data contained therein; attempt to gain unauthorized access to the Service in whole or in part or its related systems or networks; copy the Service or any part, feature, function or user interface thereof; access the Service in whole or in part in order to build a competitive product or service or to benchmark with a product or service not developed or provided by Apsiyon; or reverse engineer the Service in whole or in part.
1.8. Fees for the Service will be invoiced to the Customer, in accordance with the relevant subscription or purchase made through the Service and payment shall be remitted from the Customer’s country of residence. Fees shall be due in accordance with the invoice issued by Apsiyon or as otherwise set forth on the Service for the applicable subscription or order and all fees are quoted and payable in the currency of the invoice (unless otherwise agreed).
1.9. The Customer shall provide Apsiyon with complete and accurate billing and contact information including a valid email address for receipt of invoices. Fees are charged in advance and are non-refundable. International Bank fees may be charged for currency conversion and international settlement; and your charge may still be subject to additional fees even if you are being charged in your local currency.
1.10. Apsiyon may monitor the usage of the Service on its hosted servers to validate the number of transactions made through the Service by the Customer.
1.11. Apsiyon may from time to time make changes to the functionality of the Service (i.e., to make improvements to the Service or to address a security threat).
1.12. Apsiyon owns all rights of the Service, and other Apsiyon intellectual property rights (“IPR”). Apsiyon reserves all rights to the Service, including all related IPR. Apsiyon grants the Customer a non-exclusive, non-transferable right to access and use the Service solely for the internal business purposes of the Customer.
1.13. Apsiyon owns the aggregated and statistical data derived from the operation of the Service, including, without limitation, the number of records in the Service, the number and types of transactions, configurations, and reports processed in the Service and the performance results for the Service. Nothing in this terms and conditions shall be construed as prohibiting Apsiyon from utilizing the Aggregated Data for the purposes of operating provided that the use of Aggregated Data will not reveal the identity, whether directly or indirectly, of any individual or specific data entered by any individual into the Service. In no event shall the Aggregated Data include any Personal Data.
1.14. The Customer have sole responsibility for the accuracy, quality, and legality of all customer data, including without limitation, providing all relevant notices to individuals and obtaining all relevant consents when required by applicable laws. Customer (the “Data Controller”) appoints Apsiyon as a processor to process the personal data for the purposes described in this terms and conditions. Each party shall comply with the obligations that apply to it under applicable data protection law. Apsiyon shall take such measures to ensure compliance with any data transfer obligations contained in the applicable data protection law.
1.15. Apsiyon shall implement technical and organizational measures to protect the data (i) from accidental or unlawful destruction, and (ii) loss, alteration, unauthorized disclosure of, or access to the Data.
1.16. Apsiyon will make customer data available to the Customer through the Service. Unless instructed otherwise, Apsiyon will retain Customer data for 10 years as to assist with any return to the software. When receiving a written request, Apsiyon will delete the customer data within sixty (60) days of receiving the Customer’s request; provided, however, that Apsiyon will not be required to remove copies of the customer data from its backup media and servers until such time as the backup copies are scheduled to be deleted, and provided further that in all cases Apsiyon will continue to protect the customer data in accordance with this terms and conditions and other policies.
2.1. Each Party warrants that it has the authority to enter into this terms and conditions and, in connection with its performance of this terms and conditions, shall comply with all laws applicable to it related to data privacy, international communications and the transmission of technical or personal data.
2.2. Apsiyon is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Service may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.
2.3. Except as expressly provided in this terms and conditions and to the maximum extent permitted by applicable law, Apsiyon makes no warranties of any kind, whether express or implied, statutory, or otherwise, and specifically disclaims all implied warranties, including any warranties of merchantability, fitness for a particular purpose or non-infringement with respect to the Service. Apsiyon does not warrant that the Service will be error free or uninterrupted. The limited warranties provided in this terms and conditions are the sole and exclusive warranties provided to the Customer in connection with the Service.
3.1. Arthur Online shall not be required to indemnify the Customer to the extent claims, demands, suits, or proceedings that is caused by modification of the Service by the Customer in conflict with the Customer’s obligations or as a result of any prohibited activity as set forth in this Agreement; and unreasonable use of the Service and use of the Service in combination with any other product or service not developed or provided by Arthur Online; or
3.2. The Service may be terminated at the option of Apsiyon and in this instance, Apsiyon’s sole liability shall be to refund any prepaid fees for the Service that were to be provided after the effective date of termination.
3.3. The Customer shall defend, indemnify and hold Apsiyon, its subsidiaries and Affiliates, and its and their respective owners, employees, officers, directors and agents harmless from any loss, damage or costs (including reasonable legal fees) in connection with Claims made or brought against Apsiyon by a third Customer arising from an allegation that the customer data infringes the rights of, or has caused harm to a third party, or violates any Law, the breach of this Agreement or the warranties set forth in this Agreement, or the improper act, omission or negligence of the Customer provided.
4.1. Apsiyon shall not exclude or limit in any way Apsiyon’s liability to the Customer where it would be unlawful to do so. This includes liability for death or personal injury caused by Apsiyon’s negligence or Apsiyon’s employees, agents or subcontractors for fraud, fraudulent misrepresentation or for breach of the Customer’s legal rights in relation to the Service.
4.2. Except with respect to the Customer’s payment obligations, in no event shall either Party have any liability to the other party for any indirect, special, incidental, punitive or consequential damages, however caused, or for any lost profits whether in contract, tort or otherwise, arising out of, or in any way connected with the Service, including but not limited to the use or inability to use the Service, any interruption, inaccuracy, error or omission, even if the party from which damages are being sought or such party’s licensors or subcontractors have been previously advised of the possibility of such loss or damages.
5.1. Apsiyon may amend these terms from time to time and will notify the Customer of changes via email or via notification through the Service. Amended terms are effective from the date that they are published as part of an updated terms and conditions. Continued use of the Service following any modification constitutes Customer acceptance of the modified terms and conditions.
5.2. The Customer may terminate this terms and conditions at any time without giving notification to Apsiyon by deleting its account.
5.3. Apsiyon may terminate this terms and conditions at any time and/or suspend its Services. In the event Apsiyon terminates this terms and conditions and/or suspend its Services without cause, Apsiyon shall pay back the amount the Customer has paid for the use of the Services, and the Parties agree that Apsiyon’s responsibility to indemnification is limited to such amount.
5.4. Upon any termination of this Agreement, the Customer shall, as of the date of such termination immediately cease accessing and otherwise utilizing the Service.
5.5. Apsiyon shall be entitled to immediately on notice suspend provision of the Service where the Customer breaches this terms and conditions and additional documentation provided in the Website and Apsiyon reasonably believes that such breach has the potential to threaten the security, integrity or availability of the Service or impact any other users of the Service the Customer fails to pay any amount due and payment is not forthcoming after a second attempt is made to claim the payment; or where required by law.
5.6. Apsiyon shall not be liable for any breach by it of this terms and conditions which is caused by the suspension of provision of the Service. The Customer shall remain liable for all fees due under this Agreement during the period of any suspension unless informed otherwise.
6.1. Nothing in this term and conditions is intended to or shall give rise to a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. A person who is not a party to this term and conditions has no right to enforce or to enjoy the benefit of any term of this term and conditions.
6.2. All notices under this Agreement shall be in writing and shall be deemed to have been given upon the fifth business day after mailing; or the third business day after sending by email to the Customer with electronic confirmation of receipt.
6.3. The failure to exercise or delay in exercising a right or remedy provided to a party shall not constitute a waiver of that right or remedy, and no waiver by a party of any breach of this term and conditions shall constitute a waiver of any subsequent breach of the same or any other provision.
6.4. Neither Party shall be liable for any failure or delay in performance under this term and conditions (other than for delay in the payment of money due and payable) for causes beyond that Party’s reasonable control and not caused by that Party’s fault, or negligence, including, but not limited to, acts of god, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving Apsiyon or Customer employees, respectively), computer attacks or malicious acts, such as attacks on or through the internet, any internet service provider, telecommunications or hosting facility, but in each case, only if and to the extent that the non-performing Party is without fault in causing such failure or delay, and the failure or delay could not have been prevented by reasonable precautions and measures and cannot reasonably be circumvented by the non-conforming Party through the use of alternate sources, workaround plans, disaster recovery, business continuity measures or other means. Dates by which performance obligations are scheduled to be met will be extended for a period equal to the time lost due to any delay so caused.
6.5. The Customer may not assign any of its rights or obligations in accordance with this term and conditions, whether by operation of law or otherwise, without the prior written consent of Apsiyon (which will not be unreasonably withheld). Any attempt by the Customer to assign its rights or obligations arising from this term and conditions in breach of this Clause shall be void and of no effect. Subject to the foregoing, this term and conditions shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
6.6. Apsiyon may assign all of its rights or obligations in accordance with this Agreement to any of its group companies, subsidiaries and/or affiliates.
6.7. If there is a dispute between the Parties in relation to this term and conditions (or any previous version of), either Party must give the other Party notice of the nature and details of the dispute, and neither Party will commence any Court or arbitration proceedings until the procedure described in this section has been complied with.
6.8. Within fifteen business days of receipt of the notice of dispute, Parties shall meet to resolve the dispute in good faith. If the dispute is not resolved within thirty business days of receipt of the notice of dispute, either Party may refer the dispute to arbitration. If the dispute cannot be resolved through arbitration, then either Party may refer the dispute to for adjudication in Istanbul Central Courts. You hereby submit to the exclusive jurisdiction of the courts of Istanbul Central for all disputes arising out of or in connection with this term and conditions which have not been resolved through negotiation in good faith or arbitration.
6.9. This term and conditions and any related documents on the Website, and the Service, constitutes the entire agreement between the Parties with respect to the subject matter of this term and conditions.
6.10. If any provision of this term and conditions becomes or is declared by any competent court or body to be, illegal, invalid or unenforceable this shall not affect or impair the legality, validity or enforceability of the remaining provisions.
6.11. The Customer permits Apsiyon to use the Customer’s name and logo in lists of Customers, on marketing materials and on its website subject to a prior written request made to the Customer from Apsiyon.
