Distance Sales Agreement

ARTICLE 1Parties and contact details

1.1. SELLER / SERVICE PROVIDER

E-mail

info@proref360.com

Website

proref360.com

1.2. BUYER

The natural or legal person purchasing the service electronically. The BUYER's legal name, tax/identity number, billing address, authorized contact name, e-mail address and phone number are those declared by the BUYER during the order and shown in the order summary. The BUYER accepts that this information is accurate and up to date.

For corporate (merchant) buyers, this agreement is a commercial contract subject to Turkish Commercial Code No. 6102; the rights granted to consumers under Law No. 6502 do not apply to such buyers.

ARTICLE 2Subject and scope

The subject of this agreement is the determination of the rights and obligations of the parties, in accordance with Consumer Protection Law No. 6502 and the Regulation on Distance Contracts, regarding the provision of the service whose characteristics and price are set out below and which the BUYER has ordered electronically via the SELLER's website proref360.com and its subdomains.

The BUYER declares and accepts that they have been clearly and comprehensibly informed on the order screen and in the order summary about the essential characteristics of the service, the sales price, the payment method, the performance period, the conditions for exercising the right of withdrawal, and the SELLER's full legal name, address and contact details, and that they have confirmed this information electronically.

The order summary constitutes the preliminary information and is an integral part of this agreement. In the event of any conflict between the order summary and this text, the provision more favourable to the BUYER applies.

ARTICLE 3Essential characteristics of the service, price and payment

The service is a multi-tenant software-as-a-service (SaaS) offering for organizations: designing 360° evaluation surveys, running evaluation cycles, collecting responses from participants and producing aggregated reports. The service is used through a web browser via the subdomain allocated to the organization; no physical goods are delivered.

3.1. Plan, limits and term

The service is provided within the plan and subscription term (monthly or annual) selected by the BUYER. The user, evaluation cycle, participant and storage limits of the selected plan and the modules it includes are set out in the order summary and on the pricing page, and form an annex to this agreement.

3.2. Price and taxes

1. The price of the service is the amount shown in the order summary at the time of ordering. Unless expressly stated otherwise, prices are in Turkish Lira and shown exclusive of VAT; the total amount to be charged, including taxes, is shown separately at the payment step.
2. No additional amount is charged to the BUYER beyond the amount shown in the order summary. Additional services such as setup, data migration, bespoke training or development requested by the organization are not charged unless separately quoted and accepted in writing.
3. The invoice is issued as an e-archive/e-invoice based on the billing details declared by the BUYER and sent to the e-mail address provided; a copy is retained in the invoice archive of the organization panel.

3.3. Payment

1. Payments are made by credit/debit card through the payment page operated by iyzico Ödeme Hizmetleri A.Ş., or by bank transfer/EFT to the bank account notified by the SELLER.
2. Card details are entered on the secure page hosted by the payment institution; they are not transmitted to or stored by the SELLER.
3. If the payment is not approved by the payment institution, the order is deemed not to have been concluded and no obligation to provide the service arises for the SELLER.

ARTICLE 4Performance, term and access

1. Following approval of the payment, the organization workspace (tenant) is prepared automatically in the electronic environment; once ready, access details are sent to the authorized user by e-mail. Absent a technical obstacle this is instantaneous and in any event does not exceed 3 (three) business days from approval of the payment.
2. The subscription term begins on the date the workspace is made available and ends according to the selected term (monthly/annual). The term end and renewal dates are displayed in the organization panel.
3. The service is used by the users authorized by the BUYER organization within the roles assigned to them. Creating, authorizing and closing user accounts is the responsibility of the BUYER.
4. The SELLER targets monthly service availability of %99,5. Planned maintenance is carried out during low-usage hours where possible and announced at least 48 hours in advance via the organization panel or e-mail.

ARTICLE 5Right of withdrawal and statutory exception

The service is performed instantaneously in the electronic environment. Pursuant to subparagraph (ğ) (services performed instantaneously in electronic media or intangible goods delivered instantaneously to the consumer) and subparagraph (h) (services whose performance has begun with the consumer's consent before the withdrawal period expires) of Article 15(1) of the Regulation on Distance Contracts, the exception to the right of withdrawal applies to this service.

By approving this agreement at the payment step, the BUYER accepts that they expressly consent to performance beginning before the withdrawal period expires, and that they have been informed that they will lose the right of withdrawal upon giving such consent.

Even where no statutory right of withdrawal exists, the SELLER offers, as a commercial undertaking, a 14-day unused service guarantee. Its conditions and the refund process are set out in the Cancellation and Refund Policy, which forms an annex to this agreement.

ARTICLE 6Renewal, price changes and cancellation

1. Unless either party notifies otherwise, the subscription renews automatically at the end of the current term with the same plan and term, and the renewal fee is charged using the payment method used at the time of ordering.
2. The BUYER may stop renewal from the subscription screen in the organization panel or by writing to destek@proref360.com, at the latest 1 day(s) before the renewal date. When renewal is stopped, the service continues to be provided unchanged until the end of the paid term.
3. The SELLER may change plan prices. Any change is notified to the BUYER by e-mail at least 30 days before it takes effect and applies only from the first renewal term following the notice. If the BUYER does not accept the new price, they may stop renewal; the price of the ongoing term does not change.
4. Cancellation, refund and partial refund conditions are set out in the Cancellation and Refund Policy.

ARTICLE 7Rights and obligations of the parties

7.1. Obligations of the BUYER

• Keeping order and billing details accurate and up to date.
• Ensuring the security of user accounts and passwords; immediately notifying the SELLER of any unauthorized use.
• Having the necessary legal basis (privacy notice and, where required, explicit consent) for the content and personal data uploaded to the platform.
• Not using the service in breach of legislation or third-party rights, in a manner that impairs the integrity of the service, or for reverse engineering/benchmarking on behalf of the SELLER's competitors.
• Obtaining the SELLER's prior written consent for activities that generate automated load, constitute security testing, or hinder the provision of the service to other users.

7.2. Obligations of the SELLER

• Providing the service within the plan stated in the order summary and with the characteristics set out in this agreement.
• Storing organization data technically isolated (tenant-scoped) from other organizations.
• Processing personal data within the framework of applicable legislation, the KVKK Privacy Notice and the Data Processing Agreement (DPA) signed with the organization.
• Responding to support requests through the channels and within the timeframes provided in the selected plan.
• Announcing planned maintenance and material changes affecting the service in advance.

ARTICLE 8Protection of personal data and confidentiality

1. With respect to employee, student, parent and other participant data uploaded to the platform, the BUYER organization is the data controller within the meaning of Law No. 6698, while the SELLER acts as a data processor processing such data solely on the BUYER's instructions.
2. With respect to data processed by the SELLER within its own customer relationship (authorized contact details, billing and communication data), the SELLER is the data controller. Details of such processing are explained in the KVKK Privacy Notice.
3. The details of the data processing relationship between the parties, security measures, sub-processors and breach notification timeframes are governed by the Data Processing Agreement (DPA).
4. The parties are obliged to keep trade secrets and confidential information learned under this agreement confidential indefinitely, including after the agreement ends.

ARTICLE 9Intellectual property rights

1. All intellectual and industrial property rights in the platform software, source code, interface design, data model, trademarks and documentation belong to the SELLER. The BUYER is granted a non-exclusive, non-transferable and non-sublicensable right of use valid for the subscription term.
2. Rights in the content, questions, scales and collected responses uploaded by the BUYER belong to the BUYER. The SELLER processes such content solely to provide the service and to fulfil its legal obligations.
3. The SELLER may use irreversibly anonymized aggregate statistics that do not reveal organization or individual identity for the purpose of improving the service.
4. The BUYER may not copy, decompile or reverse engineer the software, nor resell it for the purpose of providing services to third parties.

ARTICLE 10Suspension, termination and return of data

1. In the event of non-payment, the SELLER notifies the BUYER; if payment is not made within 5 days of the notice, the service may be suspended. Data is not deleted during suspension.
2. In the event of unlawful use of the service, infringement of third-party rights or activities threatening system security, the SELLER may suspend the service immediately upon notice and, if the situation is not remedied, terminate the agreement.
3. Either party may terminate the agreement if the other party fails to remedy a material breach within 30 days of written notice.
4. When the subscription ends, the BUYER may download its data using the standard export tools (XLSX/PDF) for 30 days. At the end of this period, and without prejudice to statutory retention obligations, the data is permanently deleted or irreversibly anonymized within at most 90 days.

ARTICLE 11Limitation of liability and force majeure

1. The SELLER's total liability arising out of this agreement is limited to the subscription fees actually paid by the BUYER in the 12 (twelve) months preceding the date the damage arose. This limitation does not apply to damages arising from the SELLER's wilful misconduct or gross negligence, nor to liability under personal data protection legislation.
2. The SELLER is not liable for damages arising from misconfiguration by the BUYER, access credentials shared without authorization, or content uploaded to the platform by the BUYER.
3. In cases of force majeure beyond the parties' control — such as natural disaster, epidemic, war, mobilization, cyber attack, nationwide power/communication outages or decisions of public authorities — performance of obligations is suspended for the duration of the impediment. If force majeure lasts longer than 30 days, either party may terminate the agreement without compensation.

ARTICLE 12Notices and evidential agreement

1. Notices between the parties are given via the e-mail addresses declared at the time of ordering and through the organization panel. The BUYER is obliged to keep its e-mail address up to date.
2. Pursuant to Article 193 of Civil Procedure Law No. 6100, the parties accept that the SELLER's server, system and database records, electronic correspondence and payment institution records constitute conclusive evidence in disputes.

ARTICLE 13Complaints, dispute resolution and competent authorities

The BUYER may submit requests and complaints regarding the service to destek@proref360.com or through the support screen in the organization panel. Requests are answered within 5 business days at the latest.

Where the BUYER is a consumer within the meaning of Law No. 6502, Consumer Arbitration Committees and Consumer Courts at the place of residence of the BUYER or the SELLER are competent, within the monetary limits announced annually by the Ministry of Trade.

Where the BUYER is a merchant, the Courts and Execution Offices of İstanbul (Merkez) Mahkemeleri ve İcra Daireleri are competent for disputes arising from this agreement. Turkish law applies to the agreement.

ARTICLE 14Entry into force

This agreement consists of 14 (fourteen) articles and is deemed concluded and in force upon being read and accepted electronically by the BUYER and upon completion of payment. A copy of the agreement is sent, together with the order summary, to the e-mail address provided by the BUYER and retained in the organization panel.