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FRAMEWORK USER AGREEMENT
- Parties BIRLESIK ODEME HIZMETLERI VE ELEKTRONIK PARA A.S. FRAMEWORK AGREEMENT FOR PAYMENT SERVICES USERS This Framework Agreement for Payment Services Users (shall hereinafter be referred to as the “Agreement”) is hereby executed and entered into effect by and between Birlesik Odeme Hizmetleri ve Elektronik Para A.S., the registered office of which is situated at Buyukdere Caddesi, Maya Akar Center, No:100-102, B Blok Kat:3 34394, Sisli, Istanbul, Turkey (shall hereinafter be referred to as “Birlesik Odeme”) on one side, and Corporate Clients/Merchants/Business Partners/Real Persons, affiliated with the system online via __________ (shall hereinafter be referred to as the “User”) on the other side, under the scope of the “Service”, to be entered into online with respect to the service, as provided hereunder and requested by the User. Birlesik Odeme and User shall hereinafter be referred to as the Party individually, and “Parties” collectively.
- Subject Matter and Scope 2.1. This Agreement sets out the rules on functioning of the payments services, offered and/or to be offered to the Users by Birlesik Odeme, as well as the mutual rights and responsibilities of the Parties thereto, under the operating license and authority granted by the Banking Regulation and Supervision Agency to act as a Payment Institution as per the provisions prescribed under the Law on Payment and Security Reconciliation Systems, Payment Services and Electronic Money Institutions (the “Law”), and the Regulation on Payment Services and Electronic Money Issuance, Payment Institutions and Electronic Money Institutions (the “Regulation”). 2.2. Any and all payment services to be offered by Birlesik Odeme hereunder shall be performed under the supervision of the Central Bank of the Republic of Turkey (CBRT) in accordance with the provisions, as prescribed under the Law, subject to the certificate of authorization dated 15/10/2015. 2.3. Birlesik Odeme covers *Direct debiting transactions, including the one-offs, which covers transfer of the Funds on the Payment Accounts of the Payment Service Users held with the payment service provider, and *Payment transactions performed by means of a payment card or any similar instruments, and money transfer including regular Payment Orders, and *Issuance or acceptance of Payment Instruments, and *Money transfer, and *Services on intermediation for Bill Payments hereunder.
- Pre-Agreement Information 1 3.1. One copy hereof may be provided to the User by Birlesik Odeme, if and when so requested by the User, or the User may obtain a copy hereof, available on the website www.birlesikodeme.com, herself/himself before execution of this Agreement covering the framework provisions on the payment services. 3.2. Due to the fact that provision of this Agreement to the User or publication hereof on the website of Birlesik Odeme serves as the pre-agreement information, the Parties have agreed that they have executed this Agreement without any need to provide any further information.
- Definition: Beneficiary: shall mean any real or legal person who/which is intended to receive the fund under the payment and/or electronic money transaction and/or to whom/which a payment has been made by the User to procure goods or service using the services of Birlesik Odeme. Debit or Credit Card: shall mean the card enabling to benefit from the banking services including use of deposit accounts or private current accounts under the scope of the Law nr. 5464 on Debit and Credit Cards. Fund: shall mean the banknotes, coins, fiduciary money, or electronic money. Remitter: shall mean any real or legal person who/which places a payment order from her/his/its own payment account or without any payment account. Sensitive Payment Data: shall mean any personal data or personal security information which is/are used while placing any Payment Order or authenticating the payment service user, and which might lead to any fraud or forgery for and on behalf of the payment service user if such data/information is/are captured or changed by any third person. Mistaken or Unauthorized Transaction: shall mean any Payment Transaction which is performed after the transfer order has been placed, either entirely or partly, beyond the User’s will and/or knowledge or by any other third person who/which is not authorized to place a transfer order and/or where the User fails to procure the respective good or service. Transaction Limit: shall mean the maximum transaction amount the User is allowed to perform at one time and/or monthly (on aggregate basis). Permanent Data Storage Medium: shall mean any short message, electronic mail, Internet, CD, DVD, memory card or any kinds of similar devices or media enabling the user to record any information, sent to the same, in a manner to allow to review such information in a reasonable period of time in line with the intended purpose thereof, and to copy the same without any change thereto, and to access such information verbatim. Law: shall mean the Law on Payment and Security Reconciliation Systems, Payment Services and Electronic Money Institutions dated 20/06/2013 and numbered 6493. 2 Personal Security Information: shall mean any information provided to the client by the payment service provider to perform authentication, or personalized based on an agreement with the payment service provider upon being determined by the client. Identifier: shall mean any combination comprised of any number, letter or symbol allocated to the User to allow the payment service provider to authenticate the User and distinguish the same from any other users. User: shall mean any client of Birlesik Odeme who/which purchases any electronic money issued by Birlesik Odeme, and who/which uses any issued electronic money to procure goods or services or to transfer money from her/his/its Payment Account or who/which benefits from the payment services, only, without loading Electronic Money. Payment Order: shall mean any order placed on Birlesik Odeme by the User to perform the payment transaction. Payment Instrument: shall mean any card, mobile phone, password, or any similar kind of instrument peculiar to any person or institution, as used by the Beneficiaries to place a Payment Order. Payment Interface: shall mean the Payment System Interface enabling the Users to access the Payment System, to place any orders with respect to provision of the payment services, and to perform the settings in relation to the Payment System, and to change the contact info, and also to perform any other operations hereunder. Payment Order: shall mean the order placed by the User to perform the Payment Y- Transaction. Payment Account: shall mean the account opened for and on behalf of the User with Birlesik Odeme and used to provide the payment services. Payment Service: shall mean the payment services which are provided as per the applicable laws and the related secondary regulations under the scope of the license obtained from the BRSA (Banking Regulation and Supervision Agency) (under the scope of the authority to grant a license, as transferred subsequently to the CMRT). Payment Transaction: shall mean any Fund deposit, transfer, or withdrawal operation, as performed upon any instruction of the Remitter or Beneficiary. Payment System: shall mean the system hosted on the servers of Birlesik Odeme, and operated by Birlesik Odeme, and used to provide the Payment Services. Platform: shall mean the application, website or any similar channel which is used by the User to access her/his/its payment and electronic money account after becoming affiliated therewith, and to perform electronic money transfer and/or Payment Transaction to Beneficiaries, or to transfer electronic money to any other Clients on the same channel, and where any one or multiple service(s), as defined under the Article 2.3 of the Agreement, can be used alone or individually. 3 Sales Slip: shall mean the document created in 2 (two) copies by the Payment Device in consideration of the good or service procured. System Partner: shall mean any technologic solution partner, financial institution or bank partnering with Birlesik Odeme to perform the Payment Transactions. CBRT: shall mean the Central Bank of the Republic of Turkey. Regulation: shall mean the Regulation on Payment Services and Electronic Money Issuance, Payment Institutions and Electronic Money Institutions.
- General Provisions on the Service 5.1. Birlesik Odeme hereby guarantees to provide service as per the Sections 12 and 18 of the Law through the agency of Birlesik Odeme Services after the service-related requirements are fulfilled by the User, as of the date of approval hereof. 5.2. Birlesik Odeme is authorized to provide the Birlesik Odeme Services, as set out hereunder, itself or via an Agent, and the rights and authorities hereunder, as well as the acts of Birlesik Odeme may be performed and fulfilled by the agent, to the extent as permitted under the applicable regulations, if and when so required. 5.3. The User hereby acknowledges to not to perform any transaction beyond the Transaction Limit, as granted to the same and determined by Birlesik Odeme hereunder or under special terms and conditions. 5.4. Birlesik Odeme may update the Transaction Limit at any time by serving a notification as appropriate to the methods and time periods hereunder. 5.5. Birlesik Odeme shall be responsible hereunder for transferring the amounts, sent to the same by the User accurately and as per the article 52(1) of the Regulation, to the Beneficiary or the Beneficiary’s Payment Service Provider within the time periods, as specified under the agreement executed with the related party. 5.6. In case of any failure by Birlesik Odeme to fulfill such responsibility, it shall refund the portion of the payment transaction, which has not been performed or which has been performed erroneously, to the User. Accordingly, if the User is required to pay any interest or charge, Birlesik Odeme shall be liable for such amounts. 5.7. The User shall not allow any 3rd persons to access the Payment Account, to be opened with Birlesik Odeme, and the Sensitive Payment Data in any manner whatsoever, and shall be personally responsible for ensuring security thereof. 5.8. The User also acknowledges to not to disclose any information in relation to the Payment Account such as username and password, etc. to any 3rd persons, and allow 4 such information to be used by any 3rd persons, or use such information for any purpose other than the intended purpose in any manner whatsoever. 5.9. The User hereby acknowledges, represents and warrants that s/he/it shall be liable for any loss/damage to arise from use of the Payment Account or Sensitive Payment Data or username and password by any unauthorized person and/or use of such information for any purpose other than the intended purpose without any fault of Birlesik Odeme. 5.10. If the User becomes informed of any lost or stolen Payment Instrument or performance of any transaction beyond the User’s will, s/he/it shall be obliged to notify Birlesik Odeme thereof immediately.
- Mistaken/Unauthorized Transactions 6.1. In case of any unauthorized or mistaken transaction reporting received by Birlesik Odeme, it may be requested for correction immediately in 13 (thirteen) days in any case following performance of the payment transaction. 6.2. In any such case, the respective transaction amount shall not be transferred to the Beneficiary or the Beneficiary’s Payment Service Provider, but refunded directly to the User by Birlesik Odeme. If the respective transaction amount has been transferred to the Beneficiary or the Beneficiary’s Payment Service Provider as of the date when the said reporting has been filed, Birlesik Odeme shall transfer the respective amounts to the User after requesting the Beneficiary or the Beneficiary’s Payment Service Provider to refund such amounts. 6.3. Card holders shall be liable for any loss/damage arising from illegal use of their cards, performed in twenty four hours before the reporting for lost or stolen cards thereof, to the extent as limited to TRY 150,00.-. 6.4. The User shall not be responsible for any unauthorized payment transactions performed following the reporting filed by the same hereunder. However, the User shall be completely responsible for all losses/damages arising from any unauthorized transactions in cases where the User uses the Payment Instrument fraudulently, or fails to fulfill her/his/its obligations hereunder with respect to the Sensitive Payment Data or fulfills such obligations with a gross negligence, or discloses any sensitive data such as password, card information, any information peculiar to users to any 3rd persons, or fails to ensure security of such information. 6.5. In the event that the Beneficiary and/or the Beneficiary’s Payment Service Provider or Birlesik Odeme has a reasonable opinion that there is an unauthorized transaction at issue (that the person making use of any Payment Instrument is not the 5 authorized person or the person who holds the information as necessary to perform the transaction), s/he/it may not accept to make the payment in case of any suspicious fraudulent transaction after examining the User’s authorizations. The User hereby acknowledges that in any such case, s/he/it shall not have any right to claim. 6.6. In case of recovery of the respective amount from the Beneficiary and/or the Beneficiary’s Payment Service Provider due to any mistaken or unauthorized transaction, Birlesik Odeme may setoff the amount of loss arising from such transaction against the respective amount. The User shall be obliged to notify Birlesik Odeme of any mistaken or unauthorized transaction immediately.
- Refund in Transactions Initiated by Beneficiaries 7.1. In the event that the amount of the payment transaction is not specified exactly during authorization in any payment transaction authorized by the Beneficiary or initiated through the agency of the Beneficiary, and that the amount of the actual payment transaction exceeds the pre-determined amount considering the expenditure history, terms and conditions of the agreement, and any other matters being related, the User may file a request for refund up to the amount of the payment transaction in 2 (two) months as of the date of performance of such payment transaction to the extent that the respective good or service has not been used up. 7.2. Birlesik Odeme has the right to request for production of fact-based evidence with respect to the User’s request. However; in cases where the payment-related approval has been granted directly by Birlesik Odeme or the User is notified minimum 1 (one) month before the date when the payment is required to be made, the User may not file a request for refund with respect to such payment transaction. In cases where a request may be filed for refund as per this article, Birlesik Odeme shall either make the payment in 10 (ten) Business Days or notify the User of its decision to refuse such request, together with the underlying reasons thereto, and the legal means that may be resorted by the User. 7.3. The below-listed information with respect to the payment transactions performed hereunder shall be disclosed to the User via a mobile application, to which the Payment Account is affiliated, following every transaction: • Reference information peculiar to the payment transaction and the Beneficiary • Amount of the payment transaction in the currency which the Beneficiary’s Payment Account is debited, or which is specified under the payment order • Total amount of the charge to be paid by the User for the payment transaction, and breakdown of such charges • Foreign exchange rate applicable to the payment transaction, if any, and amount of the payment transaction calculated using this foreign exchange rate 6 Call Center: E-Mail: Buyukdere Caddesi, Maya Akar Center, No:100-102, B Blok Kat:3 34394, Sisli, Istanbul, Turkey • Information on the date when the Payment Order has been received or the User’s account has been debited 7.4. can be collected from the User and are not refunded to the User in accordance with this Agreement, the provisions prescribed under the related applicable regulations, and the related applicable rules and practices, to the Beneficiary or the Beneficiary’s Payment Service Provider. 7.5. The User hereby acknowledges that the Beneficiary and/or the Beneficiary’s Payment Service Provider may file a request directly with the same in respect of the amounts which cannot be collected from the User for any reason whatsoever, and that Birlesik Odeme shall not assume any liability therefor. 7.6. Birlesik Odeme shall not assume any liability for any goods or service or provision or delivery thereof by the User through the agency of United Payment Services (Birlesik Odeme Hizmetleri). 7.7. The good or service provider shall be obliged to ensure that respective good or service is in compliance with the applicable laws and moral principles, and that such good or service is provided or delivered perfectly. The User hereby acknowledges, represents and warrants that Birlesik Odeme is not a party to any kind of dispute to arise between the same and the good or service provider, and that s/he/it shall forward its requests, based on the Consumer Protection Law, the Code of obligations and the related applicable regulations including but not limited to filing an objection against any transaction, filing a request for refund with respect to the good or service, and filing a claim for any defective good or service, directly to the respective good or service provider, and also that Birlesik Odeme shall not assume any liability in case of any demand, objection, inquiry, problem, complaint or any other issue to arise accordingly. 7.8. The Beneficiary, providing the respective good and/or service, shall directly issue the invoice/receipt with respect to any good and/or service procured by the User, and the User hereby acknowledges that Birlesik Odeme shall not assume any liability therefor. 7.9. As a principle, the User shall forward all her/his/its requests and complaints about the good or service, procured from the Beneficiary, directly to the Beneficiary which is the provider of the respective good or service. The User hereby acknowledges that any and all kinds of requests, objections, inquiries, problems, complaints, etc., received by Birlesik Odeme with respect to provision or delivery of the good or service, shall be forwarded to the concerned persons, and that Birlesik Odeme shall not assume any liability for dealing with such requests, inquiries, problems, complaints, etc. Birlesik Odeme shall be solely responsible for transferring the amounts, which 7 7.10. With respect to the goods or services procured and refund therefor, the rules set by the Beneficiary which is the provider of the respective good or service shall apply. 7.11. Birlesik Odeme shall not accrue any interest on the amounts as collected hereunder or shall not issue any Payment Instrument based on any payment account in order to make the payment of the respective good or service procurement, or shall not grant any loan facility thereto, or make an installment plan therefor, or make any payment or provide any payment guarantee with respect to the amounts which cannot be collected or shall not enter into any similar act/action. 7.12. Birlesik Odeme shall not accrue any interest on the fund received in consideration of the Electronic Money or provide any interest to the Client depending on the fund amount or the period of retention. The User hereby acknowledges and represents not to file any request with Birlesik Odeme therefor. 7.13. The media which can be used to make use of the Services of Birlesik Odeme, as well as the goods and services which can be procured using the Services of Birlesik Odeme are exclusively determined by Birlesik Odeme as per the applicable regulations. 7.14. Birlesik Odeme may change such media, goods and/or services at any time without being obliged to serve a notification for such purpose. 7.15. The User hereby acknowledges that s/he/it shall not have any right to claim anything from Birlesik Odeme. 7.16. The User hereby acknowledges, represents and warrants to not use the services, provided hereunder, for any purpose which would be against the applicable laws and moral principles, or to procure any good or service which would be against the applicable laws and moral principles. 7.17. In case of any act/action of the User in breach of this Agreement especially this article and/or which would lead to arising of any such suspicion on the side of Birlesik Odeme in accordance with the industrial practices, Birlesik Odeme may suspend this Agreement and the services provided by the same hereunder.
- Service Processes 8.1. Services of Birlesik Odeme can be performed by the User on/via the User’s platforms using the methods provided on the corporate website of Birlesik Odeme hereunder (“www.birlesikodeme.com). 8 8.2. The scope and contents of the said methods, maintenance of provision of the services using such methods, addition of new methods or deciding to not to make use of some methods shall be at the exclusive discretion of Birlesik Odeme. 8.3. The User may benefit from the services of Birlesik Odeme hereunder via the user account to be created at and before Birlesik Odeme or a payment instrument to be acquired by the same from Birlesik Odeme upon completion of all related processes. 8.4. In the event that the User files a request to issue Electronic Money, Birlesik Odeme shall issue Electronic Money at an amount of the fund amount, transferred via the User’s registered credit card or bank account as requested, using the methods pre- determined by the same [including mobile application, Platform], and then make such amount available to the User, and send the receipt showing the fund amount received by the same in consideration of the Electronic Money issued to the User. The Users hereby acknowledge, represent and warrant with respect to the transactions performed via a credit card that they know that the respective credit card needs to be identified to their account, and that in respect of the transactions to be performed via a credit card, they shall perform a transaction on the Platform via the person, in whose name the account has been originally opened, in accordance with the FCIB provisions. 8.5. Unless specified otherwise in writing by the User hereunder, the beneficiary of the Electronic Money shall be deemed as the holder of the Payment Account. Otherwise, Birlesik Odeme may ask the user to provide information to the same and to complete the identification and/or information provision processes, as required under the scope of the Know Your Customer procedure. 8.6. In the event that any Electronic Money products, which have not yet been activated, get lost, are stolen, or acquired by any 3rd persons, the liability therefor shall lie completely with the holder thereof, and Birlesik Odeme shall not assume any liability for any loss or damage to arise therefrom. 8.7. During activation, Birlesik Odeme may ask the User to provide the Beneficiary’s TR ID number, Name, Surname, date of birth, and any other details as necessary to perform identification under the FCIB provisions, and in case of any failure to provide any of such details, the activation process may not be completed. 8.8. Electronic money may not be liquidated, refunded, or changed without any activation. Birlesik Odeme may demand any additional charges or revise such charges in accordance with the applicable regulations for liquidation, refund, etc. of Electronic Money to the extent that it shall publish an announcement on its corporate website for such purpose. 9 8.9. However, any User who/which intends to enter into a transaction regarding the electronic money issued in consideration of a fund via her/his/its own registered credit card, and her/his/its affiliated Beneficiaries, as well as any User for whom/which an electronic money account has been opened without any identification and authentication to the extent as allowed under the applicable regulations may file a request to liquidate the Electronic Money, either partially or wholly, at any time via a petition or e-mail at __________. Unless having any right or obligation otherwise under the applicable regulations, Birlesik Odeme shall, upon any such request of the User, confirm authenticity of the details of the petition sent by the User to liquidate the Electronic Money, and then transfer the fund to correspond to the amount of the Electronic Money to the IBAN numbered account, which is registered to the User or her/his/its clients and/or the Beneficiary, in 15 business days following provision of all details including the IBAN number registered to the client, as requested by Birlesik Odeme, perfectly, and fulfillment of all statutory obligations, if so required. 8.10. If the balance of the Payment Account is equal to or lesser than the liquidation charge, a receipt/invoice shall be issued with respect to liquidation; however, no transfer shall be performed to the User. 8.11. With respect to such refunds; the IBAN details to be refunded shall be required to be held by the account holder, and the respective checks may be performed via a call with the User’s telephone number. The User hereby acknowledges that a liquidation charge at a(n) ratio/amount of ______ of the transaction fee shall be set off against the total amount to be transferred to the same. 8.12. The User hereby acknowledges that in the event that the amount as requested to be refunded by the User and/or the monthly balance and/or the amount of use is above the numeric limits predetermined under the related applicable regulations, s/he/it shall be required to make her/his/its identification processes performed by visiting the locations to be designated by Birlesik Odeme for refund, and that otherwise, no refund may be performed to the same. 8.13. Birlesik Odeme has the right to suspend the Electronic Money utilization service for a short period of time until completion of the identification process. In case of liquidation, if the User has any amount due and payable to Birlesik Odeme, such amount shall be set off against the User’s Electronic Money, and the remaining amount (if any) shall be returned to the User. 8.14. Transfer, return, etc. of the Payment Account/instrument by the User, and collection and change of the pre-transaction electronic money balance shall be subject to the prior consent by Birlesik Odeme. 8.15. Payment transaction shall be deemed to have been authorized after it has been approved using the methods such as entering the verification code, to be sent by 10 Birlesik Odeme, on the respective field, in order to ensure that the payment transaction is performed by the User. 8.16. The User hereby acknowledges that the Payment Order shall be deemed to have been accepted when the Payment Order is received by Birlesik Odeme, and that s/he/it may not withdraw the Payment Order as of that moment. 8.17. The User hereby acknowledges that in cases where the payment transaction is initiated by or through the agency of the Beneficiary, s/he/it may not withdraw the Payment Order unless agreed otherwise by the Beneficiary after the Payment Order is sent to Birlesik Odeme or the approval is granted for performance of the payment transaction, and that in cases where it has been agreed to make the payment on some certain date or at the end of some certain period or on the date when the payment-related funds are left to the discretion of Birlesik Odeme by the User, s/he/it may withdraw the Payment Order until the end of the business day before the date, on which it has been agreed to make the payment, at the latest. 8.18. In the event that the User withdraws her/his/its Payment Order in the above-described manner, Birlesik Odeme shall charge the Payment transaction under the scope of the SCHEDULE-1 FINANCIAL PROVISIONS. 8.19. Birlesik Odeme reserves its right to amend or revise the Agreement and the schedules hereto unilaterally. However; in the event that such amendments or practical revisions to be introduced under the obligations prescribed/to be prescribed under the applicable regulations lead to any change to the terms and conditions of this Agreement, the User shall be notified of the scope of such change, the date of effect thereof, and the User’s right to terminate the Agreement 30 (thirty) days before the date of effect of such change. 8.20. In any such case, the User may terminate the Agreement. In case of any failure to serve a termination notification in 30 (thirty) days, the User shall be deemed to have acknowledged the respective change. 8.21. In such a case, the User acknowledges that s/he/it shall not have any right to claim from Birlesik Odeme. In the event that a shorter period than 30 (thirty) days is prescribed for any change under the applicable regulations, the User shall also be notified thereof, and the period of time as prescribed under the applicable regulations shall apply rather than the period of time provided herein. 8.22. The User hereby acknowledges and represents that all information and documentation with respect to any and all kinds of transactions, performed by the same hereunder, may be disclosed to the Agent by Birlesik Odeme in order to ensure that the services hereunder are performed and fulfilled. 11 8.23. Any and all information including personal data, as disclosed by the User, may be processed by Birlesik Odeme in order to fulfill its statutory obligations, and retained or disclosed to the concerned institutions and organizations and/or used upon being anonymized in order to perform the Agreement. 8.24. The User hereby acknowledges and warrants to provide and submit any and all information and documentation, to be requested by the regulatory authorities or any other institutions and organizations under the scope of the applicable regulations, immediately to Birlesik Odeme and/or the respective institutions. 8.25. Any and all information with respect to the electronic money account and transactions peculiar to the Platform, to which the User is a member, especially the traces of electronic money transactions performed by the User, and the client’s balance status may be viewed by the Platform. 8.26. The User hereby acknowledges that the Platform and all merchants integrated into the platform, where this Agreement is used, are all secured beneficiaries under the scope of the services on the date of execution hereof, and that such merchants may enter into any transaction using the single factor authentication1 method while providing the goods/services, and that any such transactions performed using the single factor authentication method shall be deemed to have been performed directly by the same, and also that s/he/it shall not have any right to raise any objection against such transactions. 8.27. Birlesik Odeme may enter into any transaction using the single factor authentication method with respect to any new contracted merchants of Birlesik Odeme subsequently after the date of execution hereof only if the User’s consent is obtained using the two-factor authentication method. 8.28. The User hereby represents that s/he/is familiar with, and acknowledges that the call center service shall be provided by the operator of the Platform with respect to any inquiry, problem, complaint or requests regarding the Platform, and that if Birlesik Odeme is contacted with respect to such issues, Birlesik Odeme shall be obliged to provide the User with the contact info, as necessary, and to forward the same to the operator of the Platform, and also that Birlesik Odeme shall not be held liable for any failure to provide a solution to any inquiry, problem, complaint or request to be received from the Platform’s User and her/his/its clients and Beneficiaries. 8.29. Birlesik Odeme provides service limited to electronic money issuance, transfer and use thereof in payment transactions, only, and Birlesik Odeme shall not be the respondent 1 It refers to the authentication process performed by a person using only one category of credentials which are “known to the same” or “held by the same” or “have a biometrical characteristic” to identify and differentiate itself from other persons. 12 and/or a party to any irregularity, mistaken transaction, illegal transaction or action, request, or any kind of dispute to arise between the Platform and the User. 8.30. The User knows and acknowledges that the service provided by Birlesik Odeme does not purport to provide crypto currency service in any manner whatsoever, and that Birlesik Odeme does not actually provide any crypto currency service. 8.31. The User knows that s/he/it shall be obliged only to load real money into her/his/its e- money wallet, and to make a payment using the e-money available in the wallet on the Platform, and to liquidate the available electronic money into real money, and also to transfer the same to the Beneficiaries under the scope of the Services of Birlesik Odeme.
- Indemnification 9.1. The User hereby acknowledges, represents and warrants that s/he/it shall recover any and all kinds of financial obligations such as penalties, charges and damages, etc., imposed on and/or sustained by Birlesik Odeme due to any act/action of the User in breach of this Agreement and the applicable regulations (any and all kinds of direct and indirect damages, the Beneficiary’s and/or the Beneficiary’s Payment Service Provider’s claims and any sanctions which might be imposed by the regulatory authorities) in 7 (seven) days following the date of the initial request, in writing, of Birlesik Odeme without incorporating any new provision. Any provision inuring more to the benefit of Birlesik Odeme shall apply, if any, under the scope of any other agreements executed and entered into by and between the Parties with respect to the services to be provided by Birlesik Odeme hereunder, or any special terms and conditions on the services, or the cooperation agreements executed by and between the parties, or the terms and conditions available under the schedule hereto.
- Intellectual Property 10.1. No intellectual property right assignment or license extension agreement is established between the Parties hereunder. Use of any kind of intellectual property right, held and/or used by the Parties, shall only be possible and limited to issuance of an explicit agreement, in writing, for such purpose.
- Term 11.1. This Agreement is hereby executed for a period of one year. Unless either of the Parties is notified by the other Party, in writing, of that the Agreement shall not be renewed upon expiry of the term 3 (three) months before, the Agreement shall be automatically renewed for a period of 1 (one) year on the same terms and conditions annually. 13
- Breach of Provisions and Termination 12.1. Birlesik Odeme may terminate the Agreement at any time by serving a notification, in writing, 2 (two) months before, without paying any compensation therefor. 12.2. Without any prejudice to the provisions prescribed under the article 8.18 and 8.20 of the Agreement, if the User intends to terminate the Agreement without any reason, s/he/it shall serve a notification 3 (three) months before for such purpose. 12.3. In the event that either of the Parties acts in breach of its contractual obligations and fails to eliminate the respective breach in 7 (seven) business days despite the other Party’s request thereto, the Agreement may be terminated by serving a notification, in writing, by the serving Party without paying any compensation thereto. 12.4. In the event that the User is found out to have utilized the services, provided hereunder, in order to procure any products or services which are against the applicable laws and moral principles and/or to have provided misrepresentations hereunder or to have acted in breach of such representations, this Agreement may be terminated immediately by Birlesik Odeme without any need to serve a notification for such purpose. 12.5. In case of termination of the Agreement by Birlesik Odeme, it may ask the User to pay the receivables due and payable by the same and return the Payment Instrument.
- Transfer and Assignment 13.1. The User may not transfer or assign this Agreement or any of her/his/its rights and obligations hereunder, either partially or wholly, to any persons directly or indirectly unless the prior written consent of Birlesik Odeme is obtained for such purpose. Birlesik Odeme, on the other hand, may transfer and assign any of its rights, obligations, receivables, and liabilities hereunder to any third persons at any time, and commission any sub-contractor or Agent other than the one provided hereunder.
- Force Majeure 14.1. Man-made and natural disasters, wars, mobilization, fires, strikes, lock-outs and cases where the operating license of the Parties is annulled temporarily by the regulatory authorities which have not occurred at the date of execution of the Agreement, and which have occurred beyond the control of the Parties, and which are unforeseeable, and which have occurred in a manner and to an extent to lead to temporary suspension of the business facilities of the Parties or either of the Parties either partially or wholly shall be deemed as a force majeure. The aggrieved Party shall immediately inform the other Party, in writing, thereof, and the acts/actions of the Parties shall be suspended 14 for a period of such force majeure. Upon elimination of the force majeure, the Agreement shall be resumed. The obligations of the Party, whose rights could not be performed during the period of force majeure, shall also be suspended. In case of continuation of the event of force majeure for more than 120 (one hundred and twenty) days, the aggrieved Party may terminate the Agreement without paying any compensation.
- Governing Law and Settlement of Disputes 15.1. The Agreement shall be governed by the Turkish Law. The Parties have agreed that any and all kinds of disputes, arising from interpretation and implementation of this Agreement, shall be submitted to, and settled by the Central Courts and Debt Enforcement Offices of Istanbul.
- Severability 16.1. In the event that any of the provisions hereunder is deemed unenforceable or null and void, such provision(s) shall be deemed to not have been provided, and shall not affect the other provisions, or render them null and void. In the event that any one or multiple provision(s) hereunder becomes null and void, or rendered null and void under any law, regulation or final decision issued by a competent authority, the other provisions shall remain binding and comprehensive. Any provision(s) announced to be unenforceable or null and void shall be replaced with the provisions which are closest to the originally agreed provisions in terms of meaning and scope.
- Execution 17.1. The User may reach the Agreement and schedules hereto on the website of Birlesik Odeme or via any other Remote Telecommunications Means. This Agreement has been approved by the User electronically, and the electronic copy hereof has been reached by the User via the Remote Telecommunications Means.
- Amendments 18.1. Birlesik Odeme shall announce all amendments to the services and charges hereunder 30 (thirty) days in advance on its Website, and inform the User thereof using an appropriate Remote Telecommunications Means. The User may terminate this Agreement without paying any compensation until the end of this period. In the event that the User does not raise any objection against such amendments in this due time, s/he/it shall be deemed to have agreed such amendments.
- Notification(s) 15 19.1. The Parties have acknowledged and warranted in advance that the addresses thereof hereunder are the addresses to be used to serve any notification, and that any and all notifications to be served to these addresses shall be deemed valid and legal, and that any change to such addresses shall be advised, in writing, to the parties hereto in 30 (thirty) days, and that otherwise, any notification served to the addresses hereunder shall be binding on the parties, and that such notifications shall be deemed to have been served duly and legally.
- Final Provision This Agreement consists of 20 (twenty) articles and schedules hereto, which constitute an inseparable part hereof, and entered into effect on the date when it was agreed by the Parties electronically. In case of any discrepancy between the special agreements executed with respect to the services offered based on this Framework Agreement, and the Framework Agreement and schedules thereto, the provisions inuring to the benefit of Birlesik Odeme shall apply. SCHEDULE-1 FINANCIAL PROVISIONS 1 The User shall pay the membership service fee in consideration of the services provided hereunder on the terms and conditions specified on the corporate website of Birlesik Odeme at www.birlesikodeme.com if so decided by Birlesik Odeme. 2 Such payment shall be started to be collected once the User starts utilizing the service. 3 The service fee may be updated by Birlesik Odeme, and the User hereby acknowledges that in case of any failure by the same to terminate the Agreement due to such change following the notification to be served to the same hereunder, the up-to-date service fee shall be collected from the same in the above-mentioned manner at the intervals specified on the corporate website of Birlesik Odeme as long as s/he/it utilizes the service. 4 The transactions to be performed under the scope of the Service may be subject to the transaction charges determined by Birlesik Odeme (e.g.: a commission fee by payment transaction). Any further details on the chargeable transactions, up-to-date charges/fees and transaction charges are accessible on the corporate website of Birlesik Odeme at www.birlesikodeme.com except for the items provided specifically hereunder. 5 The charges on the goods and services procured through the services provided hereunder, as well as the terms and conditions on collection of such charges shall be determined by the Beneficiary which is the provider of the respective good and/or 16 service, and the User hereby acknowledges that Birlesik Odeme does not assume any authority or liability to that end. 6 The payments hereunder may be made in Turkish Lira. The currency of payment shall be shown to the User on the payment and/or previous screens. 7 The Transaction Limit to be applicable for monthly transactions shall be determined by Birlesik Odeme, and such Transaction Limit may be renewed at any time. However; in case of any request filed by the User to increase such Transaction Limit, Birlesik Odeme may increase the Transaction Limit, determined for one-time and/or monthly transactions, in consideration of the fee announces on its website at www.birlesikodeme.com in accordance with the governing regulations and its own risk policies. 8 The User hereby acknowledges that the interest for delay, to be accrued by the Beneficiary in accordance with the applicable regulations due to the failure to pay the payables due to the Beneficiary, partially or wholly, in due time, may be paid via the Services of Birlesik Odeme, and that the User’s Payment Account may be debited up the respective amount based on the Beneficiary’s any such request. The interest amount shall be determined by the Beneficiary, and the User hereby acknowledges that s/he/it shall not raise any claim against Birlesik Odeme, and that s/he/it needs to direct all requests on accrual of interest, amount of interest, etc. directly to the Beneficiary. SCHEDULE-2 CONFIDENTIALTY AND INFORMATION SECURITY 1 Personal data are collected electronically through the agency of the Users directly, or the Platform Owners or the business partners of Birlesik Odeme. 2 The User hereby grants her/his/its consent to recording of all personal data captured about her/him/it hereunder, as well as any and all information generated under the responsibility of Birlesik Odeme, its group companies or its business partners providing/offering the product or service intended to be procured or enabling to perform the payment transaction or the persons operating and managing the platform where the electronic money is to be used, with respect to the transactions performed via use of such information/data for the effective period hereof, and to disclosing thereof to the group companies of Birlesik Odeme and/or its business partners providing/offering the product or service intended to be procured in order to perform the services and related payments hereunder and to offer campaigns to the User, and to processing thereof by the parties for the same purposes. 3 The User hereby grants her/his/its consent to processing of any and all information disclosed by the User such as the Beneficiary’s or User’s clients telephone numbers, TR ID numbers, names surnames, address and contact details, and up-to-dateness of such information, risk, etc., as well as payment instructions, monthly spending limit, reaching to such limit, balance status, availability of failed transactions due to 17 insufficient balance, the number of such failed transactions by Birlesik Odeme and its group companies or the persons operating and managing the platform where the electronic money is to be used, for the term of the Agreement in order to provide the Services of Birlesik Odeme, determination of the risk/severity, service quality, and fulfillment of the respective obligation fully and perfectly, and to disclosing of the information listed herein to the merchant to which goods and services are provided by the User/Birlesik Odeme’s Service Users/Business Partners/Payment Service Providers/Agents/External Service Providers/related Financial Institutions/Banks mutually for the said term and purposes, and to processing thereof by the parties for the same purposes. 4 The said information shall be retained for the term of the Agreement and the obligations under the applicable regulations, and deleted upon expiry of such term, save for the provisions prescribed under the applicable regulations. 5 In case of any dispute to arise hereunder, Birlesik Odeme may retain any and all personal data for the periods of prescription, determined under the related applicable regulations, in addition to the term hereof to the extent as limited to the purpose of submitting pleas, as necessary under such dispute. 6 After the Section 11 of the Law on Protection of Personal Data entered into effect requiring enforcement thereof hereunder, the Users, Beneficiary, and User’s Clients and Platform’s Customers and beneficiaries of the Services of Birlesik Odeme have the right to apply with Birlesik Odeme to find out whether their Personal data have been processed or not, and to ask for provision of information if their personal data have been processed, and to find out the purpose of processing of their personal data, and whether such data have been used for such purposes or not, and to inquire about the third persons to which/whom their personal data have been transmitted at home or abroad, and to ask for correction if their personal data have been processed imperfectly or inaccurately, and to ask for deletion or destruction of their personal data in accordance with the terms and conditions prescribed under the related applicable regulations, and to ask for provision of information to the third persons, to which/whom their personal data have been transmitted, about such correction, deletion or destruction as per the related applicable regulations, and to file an objection against any unfavorable outcome for the same by analyzing the processed data exclusive automated systems, and to claim for damages which have arisen due to illegal processing of their personal data. 7 Such rights may be exercised via the above-mentioned means or by submitting a letter of request, in writing, to the address __________. 8 Upon the above-given requests, Birlesik Odeme shall provide its favorable/unfavorable justified reply either in writing or digitally. 18 9 It is a principle to not to collect any charge to perform acts/actions with respect to such requests. 10 On the other hand; if such acts/actions require incurring any expense, it is possible to collect a charge based on the tariff, as determined by the Personal Data Protection Board under the Section 13 of the Law on Protection of Personal Data. 11 The User may withdraw her/his/its consent to data processing. Withdrawal of the consent to data processing shall not impede processing of information, disclosed or transmitted hereunder and mandatory to provide the Services of Birlesik Odeme hereunder and/or to perform and fulfill the statutory obligations of Birlesik Odeme and its group companies in exceptional cases as set out under the Law on Protection of Personal Data, and disclosing thereof for such purpose; however, the Client hereby acknowledges that in case of withdrawal of the consent to data processing, Birlesik Odeme may not provide the services hereunder perfectly and duly. 12 In the event that the User and Beneficiary’s and/or User’s clients get their cards lost or stolen on the channels owned by the Group Companies and business partners of Birlesik Odeme, s/he/it shall be liable to get into contact with her/his/its bank, and to have her/his/its card closed. 13.Birlesik Odeme hereby warrants to take any and all kinds of technical and administrative measures, and to have checks performed to ensure an appropriate security level to prevent any personal data, disclosed to the same electronically hereunder, from being processed illegally, and to safeguard such data on the terms and conditions set out under the related applicable regulations or specified hereunder. 14 In addition to the foregoing; either of the Parties hereby acknowledges to keep any and all information, become known to them about the other Party, confidential and retain at all times. 15 Birlesik Odeme hereby acknowledges and represents that it shall comply with the information security obligations, prescribed under the applicable regulations with respect to the services provided by the same hereunder, and that it shall not disclose any information hereunder to any 3rd persons in any manner whatsoever unless so requested by any official body or competent authorities in cases not set out explicitly hereunder. However; in case of any complaint or suspicious transaction or where it is required to conduct a detailed review, Birlesik Odeme may disclose any and all information with respect to the transactions performed by the User via the Services of Birlesik Odeme including extension of the Mobile Payment Service and Electronic Money to the provider or the services, or the person to whom/which the fund has been transferred, or the Agent and/or Payment Service Provider benefiting from the services under the respective transaction. 19 16 The User hereby grants her/his/its consent to disclosing of the TR ID numbers, address details, declaration of signature, letter of authorization, list of authorized signatories, photocopy of the passport/ID card, and any other personal data to Birlesik Odeme, and processing thereof for the above-given purposes in order to provide the Services of Birlesik Odeme, and to fulfill the obligations arising under the related applicable regulations, with respect to the transactions performed via an Agent, especially Birlesik Odeme. S/He/It hereby acknowledges, represents and warrants to have complied with all compliance processes, as necessary to than end. 17 For the avoidance of any imperfect information; you may find further information on processing of personal data by Birlesik Odeme under the Confidentiality Policy of Birlesik Odeme and Information Text on Processing of Personal Data available on www.birlesikodeme.com. 20
Framework User Agreement