Distance Service Agreement
1. Parties
Provider:
- Trade name: SMARTLABS MEDYA TEKNOLOJİLERİ ANONİM ŞİRKETİ
- MERSIS No: [To be completed: MERSIS number]
- Address: REŞİTPAŞA MAH. DENİZBANK SİTESİ SOK. NO:20 SARIYER İSTANBUL
- Tax Office / No: SARIYER VD / 7720710368
- Registered e-mail (KEP): [To be completed: Registered e-mail (KEP) address]
- E-mail: info@smartlabs.com.tr
- Telephone: 08502593666
- Website: www.smartlabs.com.tr
Customer: the natural or legal person who selects a billing type and enters its details on the order/subscription screen. Customer details are shown on the order/subscription screen and invoice.
- Individual (consumer) Customer: provides full name, billing address, e-mail and, optionally, Turkish ID number (TCKN). If no TCKN is provided, the e-Archive invoice is issued with the number 11111111111 in accordance with the legislation.
- Business Customer: provides trade name, tax office, tax identification number (VKN), billing address and contact details.
2. Subject
This Agreement governs the rights and obligations of the parties in connection with the Customer's electronic subscription to the Medyapin® OS cloud-based digital signage and in-store experience service (the "Service") provided by SMARTLABS MEDYA TEKNOLOJİLERİ ANONİM ŞİRKETİ. The Pre-Contract Information Form, the Terms of Service and the Refund and Cancellation Policy form an integral part of this Agreement.
3. Applicable Legislation
For individual (consumer) Customers, Consumer Protection Law No. 6502 ("TKHK") and the Distance Contracts Regulation (Official Gazette 27.11.2014/29188, the "Regulation") apply. This Agreement and the Pre-Contract Information Form are presented to and accepted by the Customer before the first paid order. Provisions applicable to business Customers are set out in Section 15. The order screen shows which provisions apply based on the selected billing type (individual or business).
4. Service Description and Plan
The Service comprises the content management system (CMS), screen player applications (Android, Windows, webOS, Tizen and other supported platforms), licensed music catalogue classes, Vision Edge camera triggers, Model Studio training credits and other features depending on the Plan. Players continue playing already-downloaded scheduled content without connectivity. The name, number of screens/locations, scope, usage limits and period of the selected Plan are shown on the order/subscription screen and invoice. On-premise licences are subject to a separate quotation and agreement.
5. Price, Taxes, Payment and Invoicing
- The Service fee and the total amount payable including taxes (VAT) are shown on the order/subscription screen before the order is confirmed and appear on the invoice.
- Card payments are collected through the infrastructure of iyzi Ödeme ve Elektronik Para Hizmetleri A.Ş. ("iyzico"). Card details are not stored by the Provider; they are stored securely by iyzico.
- By confirming the order, the Customer expressly instructs and authorises the automatic charging of the subscription fee to its registered card at the start of each period. The Customer may end this authorisation by cancelling the subscription or changing the payment method.
- Customers offered invoice payment may pay by bank transfer/EFT within the due date stated on the invoice.
- Invoices are issued electronically (e-invoice or e-Archive invoice) with the billing details described in Section 1 and kept accessible in the account.
- Model Studio credit packs are prepaid; pack contents and price are shown on the order screen and invoice.
6. Trial Period
Where offered, the Customer may use a 14 (fourteen) day free trial. If the Customer does not cancel by the end of the trial, the subscription starts as a paid subscription with the Plan and price shown on the order screen. No fee is charged if the Customer cancels during the trial. The free trial does not consume the consumer's right of withdrawal.
7. Term and Automatic Renewal
The subscription is concluded for the selected period (monthly or, where available, annual) and renews automatically for the same period at the then-current price unless cancelled by the Customer. If the renewal price increases, the Customer is informed by e-mail a reasonable time before the renewal date and may cancel before renewal.
8. Plan Changes
- Plan upgrades take effect immediately; the difference for the remainder of the period is calculated pro rata (proration) and charged.
- Plan downgrades and reductions in screens/locations take effect at the start of the next period.
- Calculation results are shown on screen before the transaction and reflected on the invoice.
9. Late Payment and Suspension
If a payment fails, the Provider notifies the Customer by e-mail and retries the charge at intervals. If payment is not made within [To be specified before publication: e.g. 14] days of the failed payment, management features may be restricted or the Service suspended. During suspension, already-downloaded scheduled content may continue to play on devices; however, new content distribution and management operations are unavailable. If payment is not made within [To be specified before publication] days after suspension, the Agreement may be terminated.
10. Start of Performance
The Service is provisioned to the account and made available electronically upon order confirmation and (except during a trial) receipt of the first payment. At the payment step, the consumer Customer is asked to give explicit approval, via a separate checkbox, for the Service to start immediately before the withdrawal period expires (Section 11).
11. Right of Withdrawal (Consumer Customers)
- A consumer has the right to withdraw from the agreement within 14 (fourteen) days of its conclusion without giving any reason and without paying any penalty.
- Under Article 15/1(ğ) of the Regulation, the right of withdrawal cannot be exercised for services whose performance has begun, with the consumer's explicit approval, before the withdrawal period ends. At the payment step the consumer is asked whether they want the Service to start immediately. By giving explicit approval, the consumer acknowledges losing the right of withdrawal for the performed part.
- Under Article 15/1(ğ) and (h) of the Regulation, the right of withdrawal cannot be exercised for services performed instantly in electronic form or intangible goods delivered instantly to the consumer (e.g. Model Studio credits that have started to be used).
- The free trial does not consume the right of withdrawal. If the consumer withdraws before performance of the paid Service has begun, the full amount paid is refunded.
- The right of withdrawal is exercised by a clear notice given within the period in writing or via a durable medium. The notice may be sent by e-mail to info@smartlabs.com.tr, by KEP to [To be completed: Registered e-mail (KEP) address] or by post to REŞİTPAŞA MAH. DENİZBANK SİTESİ SOK. NO:20 SARIYER İSTANBUL. It should state the full name, account e-mail, order/invoice number and the intention to withdraw. Sending the notice within the period is sufficient.
- The Provider refunds the amount collected within 14 (fourteen) days of receiving the withdrawal notice, using the original payment method and without charging the consumer any cost.
- See the Refund and Cancellation Policy for details.
12. Obligations of the Parties
The Provider shall provide the Service in accordance with this Agreement, the Terms of Service and the Service Level Agreement, protect Customer data in accordance with the Data Processing Agreement, keep invoices and contract documents accessible and give reasonable advance notice of material changes.
The Customer shall provide accurate and current information, pay fees on time, use the Service in accordance with the law and the Terms of Service, hold the necessary licences for content and music it publishes and keep its account secure.
13. Termination
The Customer may cancel its subscription at any time from the Billing screen; cancellation takes effect at the end of the current period. Details on cancellation and refunds are set out in the Refund and Cancellation Policy. Either party may terminate the Agreement for cause in the event of material breach in accordance with the Terms of Service.
14. Personal Data
Information on the processing of personal data is provided in the KVKK Privacy Notice and the Privacy Policy; data processed on behalf of the Customer is governed by the Data Processing Agreement. VERBIS registration number: [To be completed: VERBIS registration number].
15. Provisions for Business Customers
- For business Customers acting as merchants or tradespeople for commercial or professional purposes, the TKHK and the Regulation do not apply; the right of withdrawal in Section 11 is not granted to business Customers.
- For business Customers, the Turkish Code of Obligations No. 6098 and the Turkish Commercial Code No. 6102 apply.
- Commercial default interest under Law No. 3095 on Statutory Interest and Default Interest may apply to overdue amounts.
- For business Customers, no pro-rata refund is made for the unused period; exceptions are set out in the Refund and Cancellation Policy.
- The İstanbul (Çağlayan) Courts and Enforcement Offices have exclusive jurisdiction over disputes with business Customers.
16. Evidence Agreement
Under Article 193 of the Code of Civil Procedure No. 6100 ("HMK"), the Provider's electronic records, order and consent records (including date, time and IP address), payment institution records, and e-mail and KEP correspondence constitute evidence in disputes; the right to submit counter-evidence is reserved.
17. Dispute Resolution
This Agreement is governed by the laws of the Republic of Türkiye.
- Consumers: may apply to Consumer Arbitration Committees within the monetary limits updated annually by the Ministry of Trade, and to Consumer Courts for disputes exceeding those limits. Under Article 73 of the TKHK, a consumer may bring proceedings before the consumer court at their place of residence or where the consumer transaction took place.
- Business Customers: the İstanbul (Çağlayan) Courts and Enforcement Offices have jurisdiction.
18. Entry into Force
This Agreement is concluded and enters into force when the Customer electronically accepts the Pre-Contract Information Form and this Agreement on the order screen. The date, time, IP address, selected billing type and accepted version of the Agreement are recorded. The Agreement text is stored in the account and sent to the Customer's e-mail address as a durable medium. The Agreement is provided in Turkish and English; the Turkish text prevails.