General Conditions

A - REGISTRY


a) Use of iyzico software by the Customer is conditional on execution of a contract with iyzico and completion of the registration processes.

b) iyzi shall be entitled to approve the contact details of the Customer before execution of the contract and also during the effective term of the Contract.

c) The Contract shall enter into force and effect at the time the information uploaded by the Customer is approved by iyzi.

B - TERMS OF USE


a) Execution of the Contract by the Parties shall mean that the General Conditions which are an integral part of the contract executed between iyzi and the Customer and regulates the mutual rights and obligations of the Parties are agreed upon.

b) iyzi reserves its rights in connection with the below stated issues: - To call the Customer by phone before executing the Contract and particularly to verify the details entered in the registration form in order to finalize the terms of the negotiations for the execution of the Contract; and/or – To not send a Contract offer or to not accept the offer send by the Customer.

c) iyzi shall be entitled to request submission of the documents specified in the relevant clauses of the General Operating Conditions before execution of the Contract.

d) This Contract and the General Operating Conditions shall be considered in their integrity.

e) In case of any discrepancy between the General Operating Conditions and the provisions of the Contract, the Contract shall prevail.

C - GENERAL PROCEDURES REGARDING SOFTWARE OPERATING PRINCIPLES


a) Under this Contract, iyzi hereby agrees and undertakes to allow the Customers to use iyzico Software for the purpose of accepting and processing the payments made by the consumers for the products and services ordered through Websites.

b) The Customer agrees that iyzico is not a bank or a credit or financial institution and the service is not a banking service, it is a software availability service for payment and iyzico only provides a software availability service but doesn’t serve as a trustee for a consumer’s payment.

c) Under this Contract, the Customer agrees that it shall be obliged to pay a commission or a fixed fee with an amount specified in the Contract and/or the General Operating Conditions for the use of the iyzico software.

d) The Customer declares that it is aware of that it is required to use the products and systems offered and supplied by the Partners in order to use the iyzico software, therefore it is obliged to protect the use of and if necessary update the iyzico software in accordance with the conditions of using the products and services of the Partners.

e) iyzi shall be entitled to unilaterally modify the content of the commission rates specified in the Contract and the General Operating Conditions executed between the Parties.

f) iyzi shall ensure that the system tools necessary for ensuring communication between iyzico and the Websites are put into practice by the Customer. Upon commissioning of the system tools, they will be integrated to the Website Software.

g) iyzico shall only be used on the Customer’s websites by the Customer. If the field of activity of the Websites allowed by iyzico changes, iyzico shall be immediately informed of such change and if it is determined that the new content fails to comply with iyzi standards, iyzi shall be entitled to cease or suspend the service rendered without requirement of any further notice.

h) iyzi shall be entitled to provide support for use and give instructions on how to install and apply the iyzico software on the websites. Such instructions given can only be changed by iyzi. The Customer shall be informed of any changes made bu iyzi with 7 days prior notice.

i) iyzi shall make its best efforts to equip the iyzico Software with the highest security certificate in order to prevent unauthorized persons from accessing the information.

j) The Customer shall ensure effective security standards for the data processed on Websites with respect to transactions performed by consumers through the iyzico software. The Customer shall be obliged to protect the websites and the servers against virus attacks or third party attacks through protections provided by third parties with appropriate experience and expertise. iyzi shall provide effective security standard for its own system. iyzi shall be obliged to protect its own websites and/or servers against virus attacks or third party attacks through protections provided by third parties with appropriate experience and expertise with regard to the subject matter of this Contract.

k) iyzi reserves its right to change the security standard as a result of any security standard changes to be effected by particularly its System Partners.

l) The Customer hereby declares that it is aware of that provisions for payments made by consumers are effected under the conditions specified by the Partners and that iyzi shall not be under any responsibility for any breaches of or attacks against the websites of the Partners.

m) The Customer shall be obliged to inform iyzi of any changes in its shareholding structure, main field of activity, contact details such ass its address within 7 days. In case of incompleteness of information or failure in communicating any changes on time, iyzi shall be entitled to terminate this Contract it has executed with the Customer at its option or temporarily cease rendering services.

D - MANAGEMENT INTERFACE


a) iyzi shall provide the Customer with access to the web Management Interface of the iyzico Software.

b) The Customer shall receive a password consisting of numbers and letters from iyzi and access the management section of the iyzico software with this password for access to the Management Interface.

c) The Customer shall be obliged to keep the password confidential, to not disclose it to unauthorized people and to prevent use of the password for purposes other than its intended availability. iyzi shall not assume any responsibility if the password is lost or disclosed by the Customer or it shall not be responsible for any damages caused by third parties against the Customer unless it is proven that iyzi in default.


RIGHTS AND OBLIGATIONS OF THE CUSTOMER
a) The customer shall not be allowed to modify system tools, intervene their functions apart from those required by the system itself or act in breach of the installation and using instructions.

b) The Customer shall publish a statement about the features of the iyzi Software issued for the intended use and the text of the up-to-date “Instructions Regarding Payment Through iyzico Software” included in the annexed General Operating Conditions on its Websites.

c) The Customer shall be obliged to provide consumers with the below listed information on their Websites:

Detailed explanations of the products and services offered through the Websites,
Its product return and refunding policy, the Customer’s contact details including its e-mail address and telephone number for customer service requirements,
Customer’s registered address specified in its Trade Registry,
Currency of payment,
Sale limitations or legal restrictions, if any (I.e: The youngest age, etc.),
Delivery terms, * Privacy policy,
Transaction security methods provided by the Customer.


d) The Customer shall be obliged to provide information on products and services offered on the Websites. If the Customer fails to provide under this obligation or deliver/communicate information despite it is requested, iyzi shall be entitled to reject performing the transaction of the payment for the product the information on which isn't provided or completely prevent access of the Customer to the iyzico software system.

e) The Customer agrees and undertakes that it shall be solely responsible for any damages which may result from failure in tracking any transactions performed from the Control Panel.

f) The Customer shall not offer any products or services prohibited to be sold on Websites. If iyzi determines that products or services which are illegal to be sold or in violation of the principles of iyzico and particularly listed below are offered on the Customer’s websites, it shall be entitled to reject payments for such products or services or completely cease use of the iyzico Software:

Pornographic products or services with erotic content,
Products presenting or promoting child pornography and other sexual applications which show indicators of committing crime of pornographic distribution,
Popularizing drugs and psychotropic substances or poisons,
Sale of prescribed drugs,
Sale or provision of products or services which may be cause of solicitation or technically eliminate copyright protection,
Products and services covered by terrorism legislation,
Any other products or services which contain insult or defamation that may damage the reputation of iyzico before third parties,
Payments regardless of the location or type of the gambling activity for betting debts or gambling revenues,
Products which violate intellectual or industrial property rights of third parties.


g) Rejection of a payment transaction or complete suspension of access to the iyzico Software as a result of the above listed reasons shall not constitute breach of the Contract by iyzi.

h) If iyzi incurs any damages as the result of the sale of the Customer’s products or services, the Customer shall be obliged to fully indemnify iyzi for any positive or negative or intangible damages it incurs. The Customer shall be obliged to continuously check whether or not the products and services offered on its Websites are included in those listed in this clause or prohibited by law and prevent presentation or sale of illegal products and services on its website.

i) The Customer shall issue an invoice for each product and/or service sold through its Websites and keep one copy of each of these invoices.

RIGHTS AND OBLIGATIONS OF IYZI
A) iyzi’s Right to Reject Performance of Payment and Preventing Access to iyzico Software or Management Interface :

a) iyzi, particularly if the following events occur, shall be entitled to reject processing the payments made by the Customer :

If there is any doubt that such transaction is not compliant with legal provisions,
If there is any doubt that a transaction is performed out of the knowledge of the holder of the credit card used for the transaction,
If there is any doubt that a transaction is performed out of the knowledge of the holder of the bank account used for the transaction,
If there is any doubt that a transaction is not a true transaction (except tests).


b) iyzi, particularly if the following events occur, shall be entitled to prevent access to the iyzico Software or the Management Interface:

If there is a threat of computer viruses from the Customer’s Websites against the iyzico Software,
If the Website doesn’t contain the information specified in this Contract and the General Operating Conditions,
If it is found that products or services of illegal nature are offered on the Websites and in addition the Customer’s Websites contain illegal content,
The products or services offered on the Websites and in addition the content of the websites are not consistent with the principles or obligations provided in the Contract or the General Conditions,


c) If iyzico Software is closed to service, this Contract and the General Operating Conditions shall be terminated and any receivables which arise until the date of termination shall be collected by the Customer.

B) iyzico Software Maintenance, Outages and Failure Solutions :

a) iyzi shall provide the continuous maintenance, hardware and software required for proper operation of iyzico Software. With this regard, iyzi reserves its right to temporarily cease or limit operation of the relevant servers.

b) iyzi shall make its best efforts for any outages to occur particularly at evening or night hours (from 19:00 p.m. to 06:00 a.m.) on non-business days but in case of any emergency, outages may occur out of such days and hours.

c) iyzi shall send prior notice on any outage to the Customer by sending an e-mail message except for emergencies.

d) iyzi doesn’t guarantee that uninterruptable access will be provided to the Management Interface or the iyzico Software shall run uninterruptedly. iyzi shall make efforts to ensure that payments are processed on a timely basis but it shall not be responsible for non-performance of transactions on time due to problems caused by third parties such as banks which are System Partners. But if such outages severely interrupt receipt of the service, the Customer shall be entitled to unilaterally terminate the Contract with one week prior notice in writing without any damages.

C) Protection of Personal Information:

a) The Customer agrees that any of its or consumers’ personal information can be processed (defined and saved in the system) by iyzi for the purpose of ensuring provision of the services specified herein.

b) iyzi shall use the contact details of the Customer only for communication with iyzi. Except the below specified persons and situations, such information shall not be disclosed to third parties: - iyzi employees, - third parties assigned by iyzi to process personal information (defining and saving in the system), - As required for fulfilling legal obligations.

c) iyzi shall disclose the Customer’s internet address, contact details and contact person details to any of its business partners only if they provide any added value for the business activities of the Customer. In such case, iyzi shall only disclose the contact details of the Customer and shall not be a party to any business relation to be established between a business partner and the Customer or any dispute which may arise from such relation.

d) When iyzi processes a complaint, the Customer shall share personal information of Consumers with iyzi in order to solve complaints for Transactions performed through payment cards. The Customer shall be obliged to make a contract for sharing the personal information of iyzi with iyzi for the specified purpose and iyzi shall not be responsible for non-execution of such contract. To the extent that, iyzi is aware of that such personal data is “confidential information” and it is under the obligation of showing due diligence required for ensuring the confidentiality of any personal information provided to it for this purpose.

e) iyzi shall keep any kind of information which must be kept secret under the legal provisions in force.

COMPLAINT PROCEDURE

The Customer shall communicate any complaints for services provided by iyzi in the below specified forms: - By contacting the authorized employee with the contact phone number, - By sending an e-mail to ……………….., or – Sending a registered and reply paid mail to the address of iyzi at ……………………, the Customer is aware of and agree that the telephone number specified in the Contract is not of a continuously operating hotline or call center. If the authorized employee or another person rejects the complaint reported by the Customer by phone, the Customer undertakes to file the complaint in writing using one of the methods specified above. Any complaints to be addressed by the Customer shall include the following details: The reason for the complaint, list of the parties involved in the transaction and a detailed list of the problem as well as the content of any possible error messages. If the Customer communicates the complaint by phone, the Customer shall be obliged to provide the contact details requested by iyzi and in addition to deliver the documents, scans or the content of the error messages. iyzi shall not be held responsible for any delays which may occur in connection with any defects (notifying defects) in complaints. The Customer shall not disclose any complaints communicated by consumers in connection with the iyzi Software and Transactions with third parties and be obliged to verifying the complaint first itself. The Customer shall be obliged to inform the consumers in case of system-related problems. The Customer shall not direct consumers to iyzi employees. Disputes which may arise between the Customer and consumers shall be resolved between the Customer and consumers and iyzi shall not be responsible for such processes or disputes. Complaints shall be attempted to be responded within 7 days from the date of receipt of them by iyzi and if a solution requires cooperation with a Partner, this time limit can be extended in order to receive the necessary information from such Partner.

LIABILITY ARISING FROM MISTAKE AND DAMAGES

a) iyzi shall not play a part in providing or supplying the products or services offered on the Customer’s websites to consumers. Therefore, it shall not be responsible for any products or services paid through the iyzico Software or execution of the contract between the Customer and a consumer for such products or services paid for in conformity with law.

b) iyzi shall only be responsible for any damages which may occur if it is in breach of its obligations arising from the Contract or the General Operating Conditions and shall not be responsible for any damages caused by any third party or any Partner in which it is not in default.

c) iyzi shall not be responsible for any delay in transfer of amounts to the Customer’s account due to events which occur because of non-completion or delay of transactions resulting from erroneous or incomplete entry of information by the Customer after the payment order is given. iyzi shall not be responsible for any delays which occur as the result of any events which cannot be foreseen or prevented by it, non-performance of a transaction or occurrence of any errors in a transaction apart from its own defect or any damages which result from the same.

CONDITIONS OF USING IYZICO LOGO

a) The Customer agrees, acknowledges and undertakes that it shall not use iyzico’s name, logo in any promotion it shall perform without the written consent of iyzi. The Customer shall place a space (footer) for the logos of licensor companies (Visa, MasterCard, etc.) on the payment page. The Customer agrees and undertakes that it shall not modify this space without the written consent of iyzi.

b) iyzi reserves the right of modifying the software and the content and design of the website provided that the service provided to the Customer is not interrupted. In such case, iyzi shall make any changed material available for the Customer. Then, the Customer shall update the logo and other materials made available on its Websites.

c) The Customer shall be obliged to update iyzico logo and/or other information – promotional materials without any delay after it is informed by iyzi (also by e-mail).

d) The Customer agrees that iyzi shall publish the e-commerce name and logo of the Customer on its website at its option. For this purpose, the Customer shall be obliged to provide iyzi with all of the information necessary, in particular its logo especially in html format or another format requested by iyzi.

GENERAL CONDITIONS

a) iyzico software may be used for processing payments made on Customer Websites for products and service offered on Websites.

b) iyzi shall commence processing payments made on Websites provided that contents and functions are verified by authorized personnel of iyzi; Customer will be informed about any possible notes and remarks either on phone or in written form (and electronically).

c) Customer shall be obliged to offer to its consumers the Payment Methods included on Customer website in order to perform transactions through iyzico software. Iyzi shall enable Customers select appropriate Payment Method on website.

PRINCIPLES ON PAYMENT TRANSACTIONS

a) Customer shall keep available on consumers’ websites the appropriate forms for payment. Payment info shall be forwarded automatically to System Partner through iyzico software.

b) When Consumer approves transaction on website and selects payment method through iyzico software, Consumer will automatically be directed to website of related bank and/or financial institution.

c) Holder of card must confirm relevant payment on website for transaction to take effect.

d) In case where all transactions requested by the Partners, including transfer of transaction amount by Consumer on behalf of Customer through iyzico software and verification of provision by Partner, are duly performed, transaction will be designated as “completed” status. Customer will have the right to access to all payments changed to “completed” status and will be informed accordingly within time periods defined as follows: - Online payments made through bank and credit cards will be deposited to Customer’s account indicated in the Agreement by bank and/or finance institution. Customer is liable from documenting that the account number indicated in the Agreement belongs to them. Any changes on account numbers will only be possible through instructions by an individual authorized to represent the customer. Time limits mentioned here above shall commence as soon as all transactions necessary to perform the payment are effected by System Partners on their websites. Once iyzi obtains verified provision from System Partner, transaction will be changed to “completed” status. In case where iyzi is given a non-verified provision regarding such transaction, then Customer will be notified within abovementioned time limits and transaction will be appointed a status showing the reason of such non-verification. – In case where payments are made through standard bank transfer, Transaction will be changed to “completed” status once Customer is informed that Customer’s bank account has been credited with the payment through Management Interface.

e) Any payments changed to “completed” status shall be transferred to the bank account designated by the Customer in the Agreement upon demand made in Management Interface. Any changes in Customer’s bank account, to which amounts of transactions are transferred, are only possible through a supplemental agreement in written form due to security reasons.

f) Regardless of form or notifying person, iyzi shall not regard any unilateral notifications on any changes in bank account. Customer may arrange transfer of payments accepted in Management Interface at certain intervals and/or when a certain amount of money is accumulated in Customer’s account.

g) Upon change of relevant transaction to “completed” status on behalf of Customer, iyzi may claim Commission and iyzi is unilaterally entitled to related Commission amount from Customer account as soon as such transaction changes to “completed” status.

h) Customer may return payment (any payment in “completed” status) to Customer only if product is not delivered due to Customer’s failure or transaction is deemed as having chargeback risk. Such return may be performed through Management Interface of iyzico software or through instructions.

i) Provided that Customer account is in credit and the amount of balance in such account is higher than the amount reimbursable to Customer, iyzi will return such amount on the first working day following the date Customer applied for reimbursement. Iyzi will not be held responsible from any damages arising from non-return of payment due to nonoccurrence of either circumstances and from any Customer claims. In case where Customer claims reimbursement for such transaction due to whatever reason, then the amount withdrawn or debited due to use of iyzi software shall be credited with Customer by iyzi. Customer may reimburse a certain of amount of payment (in “completed” status to consumer. In such a case iyzi shall reimburse any Commission or Fixed Fee to the Customer.

FINANCIAL PROVISIONS

A) Amount of Commission and Fixed Fee : iyzi is entitled to Commission on each and every transaction performed through iyzico software (See Annex – 2 Pricing Conditions).

B) Increases in Commission and Fixed Fee: iyzi is entitled to change Commission and Fixed Fee upon unilateral notification. Iyzi is entitled to unilaterally withdraw the amount relating to Commission after transaction changes to “completed” status. Whereas, no commission shall be accrued for any transaction cancelled due to whatever reason or deemed as invalid. Any amount withdrawn or debited with regard to such cancelled or invalid transactions shall be credited with Customer account. Customer may inspect individual Commissions, Fixed Fees or any other fees paid to iyzi at any time on Management Interface. Iyzi shall have the right to apply new fees in relation to amounts and payment methods.

E - MISCELLANEOUS


a) Terms and conditions to be published on www.iyzico.com website with regard to services rendered by iyzi as well as General Terms of Transaction shall be integral parts hereof.

b) iyzi shall have the right to unilaterally change Pricing Conditions (Commission Rates and Fixed Fee) in case where required by changes in bank commission rates and as required by economic developments. Iyzi may post on its website or publish new versions of any modifications on General Terms of Transaction or any other Annexes. Any changes made in addition thereto shall be notified to the Customer and non-acceptance of such modifications by Customer will give Customer the right of termination with a valid reason and will give iyzi the right of termination provided to make written notification 1 (one) week in advance.

c) Customer shall abide by rules and procedures issued by iyzi and necessary for harmonization with laws and rules of VISA, MasterCard and other payment card institutions.

d) In case where any provision hereof becomes invalid due to whatever reason, enforceability and/or validity of any other provision or Agreement shall remain unaffected.

e) Parties hereby accept the authority of Commercial Courts and Execution Offices of Istanbul (Caglayan) in resolution of any conflicts which may arise in connection herewith.