1. PARTIES
1.1. QNBpay Ödeme Hizmetleri A.S. Merchant Agreement (the “Agreement”) is signed by and between QNBpay Ödeme Hizmetleri A.S. (the “Company”) with details below and the Merchant (the “Merchant”) benefiting from relevant payment services upon the information procurement by the Merchant, registry, and approval by the Merchant hereto following the confirmation by QNBpay Ödeme Hizmetleri A.S.
Company Information
Title: QNBpay Ödeme Hizmetleri A.Ş.
Address: Esentepe Mah. Büyükdere Cad. QNB Apt. No:215/1 Şişli/İstanbul
Registration No: 253259-5
Central Registration No: 0325108909500001
Corporate e-mail: iletisim@qnbpay.com.tr
The Company and the Merchant shall be hereinafter referred to as “Parties” jointly, and “the Party” separately.
2. DEFINITIONS
2.1. The Law No. 5549: The Law No. 5549 on Prevention of Laundering Proceeds of Crime
2.2. The Law No. 6698: The Personal Data Protection Law with no.6698
2.3. The Law No. 6493: The Law No. 6493 on Payment and Securities Settlement Systems, Payment Services and Electronic Money Institutions
2.4. Bank: The Central Bank of the Republic of Türkiye (“CBRT”).
2.5. Website: Any online media including mobile applications and websites where the Merchant displays goods and services
2.6. Merchant: Natural or legal person as a party to this Agreement, providing products and services by benefiting from the payment services rendered by the Company
2.7. Incorrect or Unauthorized Transaction: Payment transaction performed as a result of an order placed beyond the will and/or information of the User or by a third party lacking the authorization of order and/or payment transaction in which the User does not receive related goods or services
2.8. Card Storage Service: The service storing Payment Instrument details of User and enabling the User to use these details in next transactions from the Merchant
2.9. Card System Organizations (Payment Schemes): International/national organizations such as Mastercard International Inc. / Visa International / American Express, JCB, Diners, BKM, etc. which build debit card or credit card system that is defined in the Bank Cards and Credit Cards Law no.5464 and which grant the authority to issue credit cards according to these systems or execute merchant agreements to accept credit card
2.10. Personal Data: Any information relating to an identified or identifiable natural person
2.11. User: The person purchasing the products and services offered by the Merchant and whose payment is collected by using the Payment Services
2.12. Store: Any shop, branch, workplace, stand, physical environment where the Merchant displays goods and services
2.13. System Partner: The bank or financial institution partnering for execution of Payment Transaction and procurement of Payment Services
2.14. Payment Instrument: Cards, mobile phones, passwords and similar payment instruments used by the User to set a payment instruction
2.15. Payment Instruction: Instruction placed by the User or the Merchant to payment service provider in order for realization of the payment transaction
2.16. Payment Account: Account opened in the name of the Merchant and used for the execution of the payment transaction
2.17. Payment Services: Payment services, including POS services, defined under Article 12 of the Law with no.6493 and offered and undertaken to be offered by the Company to the Merchant as per the Agreement within the scope of official authorization granted by the Bank
2.18. Payment Transaction: Deposit, transfer or withdrawal of funds performed upon the sender’s or receiver’s instruction
2.19. Panel: Panel allocated to the Merchant where transactions for getting information, uploading documents, tracking payment transactions, accessing to reports, viewing instant service fees, etc. can be carried out
2.20. POS (Point of Sale): Virtual or physical terminal and equipment provided to the Merchant by the Company, enabling all details of purchasing transactions carried out by the User to be transferred to the systems of the Company and electronic exchange of information between the Merchant and the Company by reading the information related to the Payment Instrument
2.21. Terminal: Software or mobile application-based physical POS terminal used in physical payment transactions between the User and the Merchant
2.22. Regulation: Regulation on Payment Services and Electronic Money Issuance and Payment Service Providers
3. SUBJECT MATTER OF THE AGREEMENT
This Agreement hereby is drawn up to define and regulate terms, conditions and liabilities regarding the Payment Services to be submitted by the Company to the Merchant under the Law with no. 6493 and related regulation.
4. RIGHTS AND OBLIGATIONS OF THE PARTIES
4.1. Within the scope of the Payment Services to be provided as per this Agreement, the Company undertakes that it shall transfer the funds transferred by the User to the Merchant upon deducting its commission fees on the condition of fulfilling the terms stated in the Agreement, and transfer such fund deposited in the Payment Account of the Merchant to the Merchant’s account at the Bank notified to the Company.
4.2. The Merchant hereby declares that it shall have the capacity to execute this Agreement, it shall act on its own account and its own behalf, and it shall furnish related parties with required authorities if any third party has to act on the account and/or behalf of the Merchant. The Merchant shall be liable to inform the Company in written immediately should the third party authorized to act on its account and/or behalf change for any reason. The Merchant shall bear the whole responsibility for the unauthorized transactions which may be performed by the third party acting on behalf and for the account of the Merchant. If the Merchant violates this article, the Company will not be held responsible for any transaction including unauthorized and mistaken transactions carried out by the Merchant, unfair and unlawful use of third parties, fraud, etc. except those caused by its own negligence or fault. If it is found that the Merchant violates this article, the Company may unilaterally terminate this Agreement without any compensation block the Payment Account and the balance in this account wholly or partially as pledging receivables and cover the losses arising or to arise from the Merchant by exercising the right to set off through the blocked amount.
4.3. The Merchant shall be obliged to provide all the information within 3 (three) days including but not limited to name-surname, representative’s name and surname if any, T.R. ID No, commercial title, address, bank account details and all other details in order to receive services provided hereunder. The Merchant agrees that such information and documents may be provided by the Company by means of methods such as mail, fax, e-mail and online video calls or by means of a central structure deemed suitable by CBRT or other innovative methods compliant to today’s technology. The Merchant undertakes that the information and documents provided to the Company shall be accurate, up-to-date and complete. The Company shall be competent to take various measures for verification so as to ensure accuracy and up-to-dateness of the information provided by the Merchant in compliance with the Law with no. 6698. In case of any change in the information provided, the Merchant shall immediately inform the Company by communicating via the official corporate email address stated at the time of application and it shall provide all documents required for confirmation to the Company within 3 (three) days. The Company may meet with the Merchant in order to finalize the terms on execution of the Agreement. The Company may refuse to execute the Agreement with the Merchant with no any reason after the Merchant provides the required information.
4.4. In case the Merchant pays the funds by credit card within the scope of the Payment Services and then wishes to withdraw the funds, the relevant funds can only be withdrawn by transferring it to the same credit card account. In case the credit card of the Merchant was cancelled before the refund, the funds can be refunded to a payment account opened on behalf of the Merchant. The Merchant agrees that additional information and documents shall be requested by the Company and additional processes shall be conducted in the event that payment is made to the payment account opened on behalf of the Merchant.
4.5. The Company shall assign a unique identifier to the Merchant for the services to be benefited from hereunder, and the same identifier shall remain and shall not be assigned to another merchant/customer unless 10 (ten) years pass on the termination of the Agreement.
4.6. The Merchant agrees that the Company may demand an assessment process to determine whether or not its operations comply with the code of conduct, processes of various card network institutions as well as the regulations. During this assessment process, it shall be assessed whether or not the compliance of goods and services provided by the Merchant comply with the legislations, whether the Merchant or the Merchant’s partner are included on the black lists at the databases created by various domestic/international and private/public institutions, or whether or not it carries out operations in inconvenient sectors. As a result of such assessment, the Company shall be entitled to refuse to provide Payment Services to the Merchant, to request to work with blocked terms or to request collateral before use of these services. The Merchant also acknowledges that the Company and System Partners are subject to the rules of international and national card institutions such as Mastercard, Visa, BKM (Interbank Card Center) etc. and contracts signed with the System Partners, the Merchant shall avoid any objective action against Company and System Partners liabilities in these terms, it has been provided by the Company with required information as per such rules, and it shall negotiate for the documents and contracts which might be signed with the bank contracted with the Company for offering Payment Services. If the negotiations fail to be affirmative, the Merchant agrees and undertakes that the Company may immediately terminate the Payment Services for complying by related liabilities and that it shall make no claims against the Company for such termination.
4.7. The Merchant acknowledges and agrees that the Company is a payment service provider authorized duly by the legislations, and it is subject to CBRT audits as well as the legislation with regard to any operations carried out. The Merchant hereunder agrees and undertakes that it shall not carry out any transactions in violation of the legislation, it shall immediately follow and comply with additional liabilities in case of an amendment in the legislation, and it shall immediately submit information and document of any nature to be demanded by the Company as per the legislation, independent auditors of the Company and/or CBRT for transactions related hereto.
4.8. The Merchant agrees that it shall receive a specified workplace code dedicated to itself after Bankalararası Kart Merkezi A.Ş. (Interbank Card Center) establishes workplace registry system. As per the first sentence of this article, the workplace code to be provided may be assigned concurrently with the service relation to be established as a result of this Agreement, or it may be assigned to the Merchant irrespective of this Agreement. On any account, the Company may make inquiries in the workplace registry system kept at Bankalararası Kart Merkezi A.Ş. (Interbank Card Center) before and at the time of execution of the Agreement, it may learn the other payment service providers contracted with the Merchant earlier, the termination status and reasons of the contracts signed with such providers, and it may include such information to its risk evaluation processes as an input. The workplace code shall be assigned to the address details and TR ID No or Tax ID No, it shall be specific to such information, and in the case of non-resident workplaces, such information shall be assigned to the corresponding information in the relevant country. The workplace code must be used in order for Payment Services to be provided by the Company, and the Merchant agrees and declares that it shall not have multiple workplace codes, and it shall immediately inform the Company should the workplace code changes or is no longer valid. The Company may take additional measures deemed appropriate to verify the accuracy of the information to be obtained as per this provision. The Merchant agrees and declares that it shall abide by the rules and principles to be set by CBRT and Bankalararası Kart Merkezi A.Ş. (Interbank Card Center) and follow the warnings and instructions to be given by the Company in terms of allocation, use, inquiry of workplace code stated in this article and related processes. The Merchant agrees and declares to be informed about the fact that it shall approve all the transactions, exchange of information and inquiries to be performed hereunder by signing this Agreement.
4.9. The Merchant shall provide the Company with the details of the bank in order for the fees transferred to be collected hereunder through receipts submitted to the Company during establishment of contractual relationship and/or by means of the Panel/interface. The Merchant shall be responsible for ensuring that the bank account to be notified to the Company is up-to-date, open and ready to use status, and it belongs to the title/person stated on the tax board. If the bank account notified is not registered under the name of the Merchant, the Company shall not make any payments to such account.
4.10. The Merchant shall be obliged to provide requested information by filling out Information form submitted by the Company before using the Payment Services. Such information shall be provided by the employee/representative of the Merchant as duly authorized. The Company shall provide passwords to access to the Company’s interfaces and other elements of authorization to access. The Merchant agrees and undertakes that it shall keep all the passwords provided by the Company as required for access to the Panel/interface secret, avoid sharing such with unauthorized third parties, and avoid using such beyond the allocation. The Merchant shall be responsible for taking measures required for security of the passwords, including change of the passwords after an authorized employee/officer using the passwords leaves his/her job or their authorizations are cancelled; and any transaction performed by use of such passwords shall be deemed to be performed by the Merchant. The Merchant shall immediately inform the Company should the passwords under its responsibility are cracked by unauthorized third parties. The Merchant shall be responsible for any loss to incur and all transactions to be performed as a result of late notices or failure of notices.
4.11. The Merchant shall solely benefit from the services to be provided hereunder, and it agrees, declares and undertakes that the POS provided within this scope shall only be used by itself, and it shall not be used by any other third party without written approval of the Company. Any violating action against this provision shall be deemed as breach of the Agreement, and it shall constitute the grounds for unilateral and rightful termination of the Agreement by the Company.
4.12. The Company shall support the Merchant in order for configuration of the tools required for taking advantage of the payment services to be provided hereunder. The Company shall support the Merchant for the methods of use and configuration of the programs to be employed in procurement of payment services, and it shall be entitled to give instructions to the Merchant on installation, use and operation processes.
4.13. The Merchant agrees and undertakes that it shall benefit from the services to be provided hereunder by complying with laws and related regulations including but not limited to the Law with no.5549 and the Law with no.6493. The Company may suspend the Merchant’s Payment Account, cease the Payment Services temporarily or permanently, unilaterally terminate this Agreement without any compensation, block the Payment Account and the balance in this account wholly or partially as pledging receivables and cover the losses arising or to arise from the Merchant by exercising the right to set off through the blocked amount if it finds any actions by the Merchant against the provisions herein and/or laws and related regulations including but not limited to the Law with no.5549 and the Law with no.6493. Except for the definite findings on contravening actions, should the doubt is strong upon such actions, the Company reserves such right.
4.14. The media through which the Payment Service provided by the Company can be used and the goods and services that can be procured through these services are determined only by the Company as per the legislation. The Merchant agrees, declares and undertakes not to sell goods and/or services offending public morality and banned by the applicable laws and legislative arrangements of Republic of Türkiye by using the Payment Service provided by the Company, not to carry out transactions related to these goods and/or services particularly products and services specified in “Banned Goods/Services” list published on website of the Company through the Store in any way, shape, or form, not to use the Payment Service in the media specified in this list and not to benefit from these services to procure the listed goods and services. The Company shall be solely entitled to determine and extend the scope of the “Banned Goods/Services” list and may change these goods and/or services at any time without any obligation to give notice. The Merchant agrees not to make any claim against the Company within this scope.
4.15. The Company shall be entitled to decide whether some or all of products are utilized or not, liquidate the accounts or terminate the Agreement in case it reasonably suspects that the accounts are used directly or indirectly in connection with the activities stated under Article 4.14. above. The Merchant shall be solely liable for checking whether the products and services sold through the Store are included in this “Banned Goods/Services” list, whether they are the products or services whose sales is banned by the relevant legislation and/or are contrary to public morality and public health and whether the products and services are sold in accordance with the legislation and fulfilling the relevant obligation. If the Merchant violates this obligation, the prohibitions or other regulations implemented by the Card System Organizations on brand reputation, transaction security or content control, the Company shall be entitled to irrevocably accrue, demand, deduct and collect any penalties and sanctions incurred by the Company directly or indirectly due to fines, transaction limits, transaction blocks or other sanctions imposed by the relevant Card System Organization, the CBRT, the Interbank Card Center, or other competent authorities, as well as any accrued damages, transaction interruptions, commission losses, reputational damage, and all other damages from accounts and/or rights and claims of the Merchant without prior notice to the Merchant and without giving any opportunity for objection. The Company's right of recourse under this provision shall apply without prejudice to the general provisions of the Turkish Code of Obligations No.6098, including the provisions on unjust enrichment and tort. In cases where it is not possible to deduct and collect from accounts and/or rights and claims of the Merchant, the Merchant agrees, declares and undertakes to pay the relevant amount upon notice by the Company. The Company reserves its right to terminate the Agreement immediately and rightfully, suspend the Merchant’s access to the system and/or cease payment flows in case of detection of such violation.
4.16. The Merchant shall provide the Company with any information about the (intended) reasons for using the payment services, including official statements and declarations about its operations and targets, and source of the amounts deposited or to be deposited into the Company upon first request.
4.17. The Company may suspend the Merchant’s Payment Account, cease immediately the Payment Services temporarily or permanently, unilaterally terminate this Agreement without any compensation, block the Payment Account and the balance in this account wholly or partially as pledging receivables and cover the losses arising or to arise from the Merchant by exercising the right to set off through the blocked amount if the Merchant fails to fulfill its undertaking hereunder or violates the Agreement for the reasons including but not limited to the fact that the Merchant is found to have illegal content or sell illegal products or services on its website, through channels, social media channels, channels used for sales like Call Center or e-mail or in its Store, the products or services sold are contradictory according to the conditions hereunder, one or many suspicious transactions are performed, the inaccuracy of the information and documents provided by the Merchant is proved or are suspected to be null. The Merchant agrees, declares and undertakes that it is not and will not be blacklisted by the System Partner, the regulation and/or relevant authorities and/or it does not and will not carry out operations in prohibited sectors or in sectors deemed unsuitable by the Company/System Partner’s policies. The right on termination provisions set forth in Article 10 herein shall be reserved.
4.18. With regard to goods and services to be purchased with cards, and if explicitly allowed, cash withdrawals, the Merchant agrees that installments may be allowed in compliance with the installment rules set by the regulations and according to the preset number of installments and the sectors suitable for such opportunity. For the avoidance of doubt, the Merchant declares and undertakes that it shall comply with the number of installments laid down in the Bank Cards and Credit Cards Law No.5464 and the Regulation on Bank Cards and Credit Cards without paying any delay interest at the time of procurement of goods or services, or regarding the periods when the debt is split into installments or the payment is deferred against the certain fee, shall follow any changes in the relevant legislation, particularly regulations on installment limitations, and shall immediately adjust its sales to these limitations without any notice to itself. The Merchant shall perform no restriction and prohibited pricing practices in contrary to the rules explicitly described in the legislations. The Merchant agrees to indemnify related amounts immediately without requirement of any court decree if the Company incurs any loss by penalty or claims due to violation of this provision herein.
4.19. The Merchant agrees, declares and undertakes that it shall not perform any transactions to provide cash for itself or third parties by performing such transactions through virtual POS, on its website or the application or through physical POS device with the aim of generating an income by using a payment card possessed personally or by third party. If the Company or official authorities detect such transaction, the Company may block the balance in the Merchant’s Payment Account wholly or partially as pledging receivables and cover the losses arising or to arise from the Merchant by exercising the right to set off through the blocked amount as a precaution to potential payment dispute to raise. In such case, the Company shall be also entitled to cease the use of the POS devices and the Payment Services provided and rightfully and unilaterally terminate the Agreement to take effect immediately. The Merchant shall have no right of claim in case of termination under such conditions. In such case, the Company reserves its right to claim any loss regardless of the termination hereof.
4.20. The Merchant shall be obliged to provide information to the Company about the products and services sold on its Website and/or in its Store and/or through channels including social media accounts. The Company shall be entitled to reject to perform any transaction subject to product and service payments without any details shared or to deny completely the access of the Merchant to Payment Services if the Merchant fails to provide information as required hereunder.
4.21. The Company may request the Merchant to provide any document related to the payment transactions carried out by and with the Merchant. The information and documents related to the transactions performed must be submitted to the Company within 3 (three) days. The Merchant shall cover any fees to be charged due to chargeback transactions to be caused by failed procurement of information and documents. In order to collect these fees, the Company may block the available or future balance in the Payment Account wholly or partially as pledging receivables and cover its receivables from the Merchant by exercising the right to set off through the blocked amount before or after the information request. The Merchant acknowledges, declares and agrees that such information and records may be shared with third parties, including the System Partner and it shall not avoid information sharing due to compliance concerns especially personal data protection regulations.
4.22. The Merchant agrees and undertakes that it shall follow and act according to any regulation as it is subject to regarding any transaction including but not limited to products and services provided at its own media, platform and content of any nature where such products and services are offered, and services to be provided during procurement and after the selling of such goods and services; and the Merchant shall immediately fulfill the requests of the Company to this end. In these terms, the Merchant agrees and undertakes that the products and/or services to be sold shall not be against the regulations, the Company shall not be considered as a counterparty in the disputes that may arise against such products and services, the Company shall bear no responsibility whatsoever, the Company shall not be held responsible, the Merchant shall be the sole responsible and addressee, and it shall return all the loss to be incurred by the Company in these terms if the product and/or service prices, without any limitation, cannot be transferred to the account due to failed collection from the User without any fault by the Company, the User objects the transaction or the User demands return for the product and/or service, makes claims including defective products/services, a demand for a request, objection, question, complaint is received from payment service provider of the User and/or related authorities, in particular, and official agencies, third party person and/or agencies, a fine or sanction applies due to actions of the Merchant, or in similar cases. If the Merchant acts against the liabilities under this provision, the Company shall be entitled to suspend the services provided to the Merchant until such acts stop.
4.23. The Merchant shall inform the Company in advance in case of any case emerging for additional features to be embedded in the POS application in relation with the area of activity with reference to the regulations in effect. The Merchant undertakes that the activities carried out on these websites shall be limited to the same area of activity if the business has multiple websites, and it shall inform the Company immediately if it has a website with a different area of activity. The Merchant agrees, declares and undertakes that it shall use the provided Virtual POS only at this payment point, and it shall never use it at other payment points. Should the Merchant’s area of activity changes or it begins to serve in new areas of activity, the Company shall be informed before performing any transaction. If it begins to carry out operations in a field disallowed by the regulation/internal policies or non-informed to the Company,the Company shall cease to provide services to the Merchant. The Merchant agrees and undertakes to immediately compensate any loss to be incurred by the Company due to the Merchant carrying out operations in a disallowed field of activity at the first request.
4.24. Any request, objection or complaint from the User to the Company on the products and/or services provided by the Merchant shall be directed to the Merchant itself. The Company shall demand information from the Merchant in case of any suspicion on security of the transactions and operations carried out by the Merchant. The Company may block the Payment Account and the balance in this account wholly or partially as pledging receivables and cover the losses arising or to arise from the Merchant through the blocked amount at its discretion before or after the information request. Regarding the resolution of such request, objection, complaint, information request or similar issues, the Merchant shall ensure that such request, objection, complaint or any related matter is resolved within 3 (three) days as of the date of notice to the Merchant; it shall provide the Company with necessary information, and it shall send a written response to the Company within the same duration. The Company reserves its right to partially or completely suspend the services provided until the Merchant solves the issues regarding the forwarded request, objection, complaint, information request or similar issues.
4.25. The Company may return amount of the Payment Transaction to payment service provider of the User directly or block the balance in the Payment Account of the Merchant wholly or partially as pledging receivables without any prior notice in cases such as a fault by the Merchant or a transaction bearing risk of chargeback, and reasonable suspicion that financial status of the Merchant has deteriorated enough to create collection risk. If the Merchant fails to provide the information and documents as to the risks stated hereunder demanded by the Company within 3 (three) days following the information request by the Company, the Merchant agrees, declares and undertakes that the Company shall be entitled to block the amounts including the commissions, potential fees and sanctions or other payments from the next Payment Transactions to be made to the Merchant as pledging receivables and to collect them unilaterally by exercising the right to set off or the Merchant shall reimburse the related amounts to the Company immediately without any additional warning or notice if demanded by the Company. For the cases covered this article hereby, the Company may demand additional collaterals to transfer the payment to the Merchant’s account. If the rate of chargebacks increases significantly in terms of total number of transactions carried out within the relevant month or total transaction amount, the Company may immediately terminate this Agreement without any compensation, request the Merchant to cover losses incurred or likely to be incurred by the Company and block the balance in the Payment Account as pledging receivables during the term of the Agreement or until the date when the receivable risk ends after the termination of the Agreement in order to guarantee losses occurring or likely to occur. Return transactions for installment transactions shall be also subject to this provision hereby.
4.26. The Company shall be entitled to cease the access of the Merchant to the services in suspicious cases of Incorrect/Unauthorized Transaction. The Company shall enable the Merchant to access to the services again once the reasons for cessation no longer apply.
4.27. The Merchant may demand correction of the transaction by informing the Company if it finds any unauthorized or incorrect payment transaction. Such request for correction shall be made within thirteen months as of the performance of the payment transaction, in any case. Notices to be sent with reference hereto may be made to the Company’s email address stated hereby this Agreement.
4.28. As per the Regulation on Payment Services and Electronic Money Issuance Payment Service Providers, if a lost or stolen Payment Tool is used or relevant Payment Tool is used by third parties to failure in storing personal security information as required, the User or the Payment Tool owner shall be responsible for the amount up to 250 (Two Hundred Fifty) TL arising from the unauthorized Payment Transactions performed within the last twenty four hours before informing the Company about such case. If the User sends a notice to the User’s payment service provided as described hereunder, they shall bear no responsibility for the unauthorized transactions to be performed following such notice. If such transaction is caused due to a fault by the Merchant, the Merchant shall be solely responsible for compensation of the loss to occur and return relevant amount. If the fault pertaining to the transaction cannot be detected, the amounts remaining above 250 (Two Hundred Fifty) TL and the amounts paid/to be paid by the Company to the User’s payment service provider, the User or various third parties, the Merchant shall be charged.
4.29. The Company may collect the loss items from the Merchant since it is entitled to demand compensation for loss of any nature arising from violating actions of the Merchant against its liabilities hereunder, and the Company may also accrue legal interests for the time to pass from the origin date of the right of claim to the date of actual collection.
4.30. If the payment amount notified by the Users fails to be sent to the Merchant’s payment account or the bank account notified to the Company from relevant payment account, or if the amount sent is incorrect, the amount transferred incorrectly or failed to be transferred shall be reimbursed by the Company to the Merchant immediately and the Merchant’s account balance shall be restored. If further information is demanded by the Merchant from the Company for the reason of failure or fault in the transaction, the Company shall be obliged to notify the demanded information to the Merchant. The Company shall bear no responsibility whatsoever for the transactions to be performed by the bank of the Merchant or the User’s payment service provider. The Company reserves its right to claim the expenses stated by the Company for the cases arising from notices to be made in case of the rightful decline of the Payment Instruction caused by Merchant’s negligence or fault, demand for recalling the Payment Instruction, reimbursement of the amount subject to Payment Transaction or similar cases. The Merchant acknowledges, undertakes and agrees that the Company provides payment services through POS devices provided from the System Partners and by using the services purchased from the suppliers providing technical infrastructure, there is a risk of failure in making payment to the Merchant until such problem is solved in the event that the funds cannot be collected by the Company in case of a technical problem affecting these POS devices and the transfer of the amounts collected through these POS devices and there is no obligation to pay any interest or compensation in case of a deferred payment.
4.31. The Merchant agrees and acknowledges that it is necessary to access the online software and websites to be provided by the Company in order to use the services provided by the Company and the hardware and software to be used for accessing to such software and websites must be furnished with the stated technical features. The Company shall send the notices on such services through the Panel and websites. In addition, the notices on the services to be made to the Merchant by the Company shall be sent via SMS, to mobile phone number and/or e-mail address notified by the Merchant at the time of registry. The Company and the Merchant agree that announcements, warnings and similar continuous information special to the Merchant shall be given through the communication channels in the aforementioned sentence and the information which is not received through these channels shall not be trusted. The Merchant shall send notices, including notices on security and data confidentiality, through the online portals to be provided by the Company for use of services, websites and to the Company’s destek@qnbpay.com.tr e-mail address.
4.32. The Merchant shall provide any type of security for the Website, and it shall be solely responsible for protecting data of any nature included in the website, except for the issues emerging in the Company’s own system. The Merchant shall be liable for protecting the Website and connected servers against any external factors (against viruses and third-party attacks in particular) with the help of protection provided by third parties with appropriate expertise and experience.
4.33. The Merchant agrees that the Company may suspend or temporarily halt the access to related fields before or during the change, improvement and updating operations on the technical infrastructure such as portals provided to the Merchant.
4.34. The Company shall keep available the latest version of this Agreement on the Portal provided to the Merchant and/or website for smooth access of the Merchant.
4.35. The moment of Payment Instruction being forwarded to the Company shall be considered as the moment of receiving the Payment Instruction, and if the Payment Transaction is resolved to be performed on a certain date, the date set for the Payment Transaction shall be deemed as the receipt date of the instruction. The Merchant agrees and declares that such Payment Instruction may be sent until 23.59 at the latest, except for holidays, and the Payment Instructions sent following hours shall be deemed to be received by the Company on the following business day. The Merchant may reverse the transaction until the execution of the Payment Transaction after authorizing the Company for performing the Payment Transaction. Details on the matters such as blockage days to apply, commissions to be paid to the Company, and transaction limits set hereunder may be checked through the Panel. The Merchant shall be obliged to check and follow up such issues.
4.36. In case there is no technical failure or force majeure, the Payment Transaction shall be completed in 30 seconds.
4.37. After the Payment Transaction is completed, the Company shall provide the information below to the Merchant, immediately. If demanded by the Merchant, such information may be provided for free by means of the methods to be decided by the Company and at certain periods to be decided as minimum once a month, by enabling storing and using such information unchanged.
• The information required to be provided by the Merchant or the password required to access to such information in order for execution of Payment Transaction,
• Corresponding amount of the Payment Transaction in the currency debited to the payment account of the Merchant,
• Inventory of overall fees and commissions to be affected,
• Currency rate applied to the payment transaction or reference currency rate,
• Information on the date when payment amount is made available or use of the Merchant.
4.38. If the Merchant wishes to use the card storage services provided by the Company,the provisions below will apply:
4.38.1. Within the scope of the provisions regulated under Article 4.38. of this Agreement, the Company may store the details on the bank issuing the credit card and credit card information including name-surname, card number, expiration date on the front of the credit card to be used with the purpose of providing ease of payment in terms of the products and services provided by the Merchant with the approval of the User for the transactions to be carried out through the Merchant or enable payments to be made through the Merchant by the cards that can be accepted by the Merchant or stored cards of the User with its measures for fraud prevention.
4.38.2. The card storage services shall be provided on behalf of the Merchant and data and security information recorded within the scope of the card storage service and used for setting payment instruction by the User or customer identity verification (“Sensitive Customer Data”) shall be stored on behalf of the Merchant. The Company shall not be a direct party to a legal transaction with the User under no circumstances within the scope of the card storage services. The Merchant undertakes to take all necessary measures not to make an impression that the payment transactions are carried out by the legal person who stores such information by using stored Sensitive Customer Data and not to disclose that the storage service is provided to the User by the Company directly.
4.38.3. The card storage services may be placed to different channels particularly the ones mentioned below agreed with the Parties. Unless otherwise specified, all provisions hereunder shall apply to uses in all channels where the card storage services are used:
4.38.3.1. The interface integrated with Virtual POS used for collection from the Users on the website of the Merchant,
4.38.3.2. The interfaces provided by the Company on manual POS belonging to the Merchant and including card storage preferences,
4.38.3.3. The lists including aggregated Sensitive Customer Data used by the Merchant for regular collection without relation to any POS.
4.38.4. The Merchant declares and undertakes that it shall receive required approval from the relevant User for any Sensitive Customer Data which shall be sent to the Company and instructed to be stored within the scope of the card storage service in a way that can be proved in the future. The sole responsibility for all matters related to compliance with the applicable legislation, such as approval texts used during the approval process, approval structures such as whether the approval obtained is required or optional, lies with the Merchant. The Merchant shall send the records related to approval received from any User for card storage transaction upon request of the Company or share any details and documents on the approval structures designed for the Users with the Company while using the card storage services. The Merchant shall compensate all the damages to be incurred by the Company in case of failing to fulfill its liabilities under this provision.
4.38.5. If the Company suspects that the Merchant has not received approval from the Users or the relevant approval structure does not comply with the legislation or in the event of the occurrence of one of the situations that the Merchant does not respond to information requests for the approval structure or the Merchant does not follow the warnings or directions to be given by the Company for approval processes, the Company may unilaterally, immediately and rightfully terminate the Agreement without any compensation.
4.38.6. The Users shall always submit their requests for removal or change of their stored cards by contacting the Merchant and the Merchant shall notify these requests to the Company immediately.
4.38.7. The storage services within the scope of the card storage service shall be provided on behalf of the Merchant. The stored cards shall be used only for the payments to be made to the Merchant and shall not be accepted by third party merchants.
4.38.8. If the card issuer of the User does not approve the transaction or the User does not benefit from the card storage service due to failure in entering one-time password, which is sent by the relevant card issuer, correctly in a set period and the transaction is not completed, the Company bears no responsibility for these information and transaction deficiencies and non-completion of the payment.
4.38.9. The Company may store and process personal data and card information of the User and information related to card storage and transactions carried out in the required periods and send such to the Merchant or the System Partner or the card issuer of the User under the conditions determined hereunder with the purpose of executing its liabilities determined hereunder, statistical evaluations and operating the card storage service.
4.38.10. The Company may store and process information related to the transactions carried out by the Users by using the card storage service in the required periods and send such to business partners by anonymizing such information with the purpose of statistical and performance evaluations and preparing the reports on marketing campaigns of the Company and business partners and processes with them.
4.38.11. The Company shall send the personal data and card information of the User and the information related to the transactions carried out by the User within the scope of the card storage service to competent authorities upon their request under the legislation.
4.38.12. The Company shall provide the Merchant with an infrastructure conforming to Payment Card Industry Data Security Standard (PCI DSS) and Payment Application Data Security Standard (PA DSS) at any time (as long as feasible) within the scope of the card storage service. The Company shall benefit from payment service providers complying only with PCI standards regarding the card storage service. The Company declares that card data (account number of cardholder, expiration date and CVC2/CVV2 data) shall be stored decipherable at no time within the scope of the service provided. Within the scope of the card storage services, CVC2/CVV2 data shall be stored at no time. “CVC2/CVV2 Data” means three or four-digit number to the right of the card number on the signature strip on the back of the payment card. (This number is above Card identification data on the front of American Express Cards.)
4.38.13. The Merchant agrees that information and documents to be submitted to the Company within the scope of the card storage services shall be provided by means of methods such as mail, fax, e-mail and online video calls or by means of a central structure deemed suitable by CBRT or other innovative methods compliant to today’s technology and it shall fulfill the relevant liabilities in line with these methods.
4.38.14. If the Merchant carries out transactions unlawfully, uses the services in order to gain unjust profits for itself or third parties, sells and rents Sensitive Customer Data recorded or shares such data with unauthorized third party or stores Sensitive Customer Data without receiving approval from the User in accordance with Article 4.38.4 while using the card storage services provided, it shall be liable to pay a fine to the Company up to total amount/volume of the transactions carried out through the card storage services within last 3 (three) months. The Company reserves its right to demand the losses exceeding the penalty amount. For the avoidance of doubt, this penalty may not be evaluated as subsidiary receivables, may be requested independently from main receivables and the Company may request fulfillment of execution in addition to and independently from the penalty and compensation.
4.39. If the Merchant wishes to use the payment by link ervices provided by the Company, the provisions below will apply:
4.39.1. The Company shall provide an interface where it can create links to be shared with the Users in order to collect payments on the Merchant’s Website, through channels including social media accounts where the products/services are sold or in its Store. The details at the links such as amount, number of use and expiration date of the link shall be determined by the Merchant through the interface where the link will be created. The Merchant shall bear the whole responsibility for entering the information into the interface accurately and lawfully and sharing the relevant links with the Users lawfully. The Company shall not be held responsible for any loss arising from errors that may occur in link content due to inaccurate information sharing.
4.39.2. The Merchant shall be solely responsible for carrying out all financial and commercial activities performed on its Website, through channels including social media accounts where the products/services are promoted or in its Store in compliance with the relevant legislation particularly the Law No. 6563 on the Regulation of Electronic Commerce.
4.40. In case the Merchant procures the Terminal from the Company which will be used for benefiting from the Payment Services provided by the Company or uploads POS software of the Company to its current physical POS device, the provisions below will apply:
Terminal Information:
4.40.1. The details such as brand, model, usage status, accessories and serial no of the Terminal to be provided by the Company shall be stated in the minutes to be prepared during the delivery of the Terminal.
Financial Conditions:
4.40.2. The Merchant shall receive Terminal in return for deposit fee stated in the Panel or protocols constituting an annex hereto and to be signed by and between the Parties. If the Agreement is terminated or providing of Terminal is ceased for any reason, the Terminal must be delivered to the Company in running condition and without any missing parts, the Terminal must not be damaged and the Merchant must not have any debt to the Company in order to return the deposit fee to the Merchant. If the Terminal is damaged and repair costs are covered by the Company, there is unpaid delivery charge or the Merchant has any debt to the Company, the remaining amount will be returned to the Merchant by deducting such fees from the deposit fee.
4.40.3. The Merchant undertakes that it shall test the Terminal at the time of delivery as soon as possible and notify breakdown to the Company, if any. The devices detected to be faulty at the time of delivery shall be replaced with the new one. The Merchant declares that it received the Terminal in running condition and faultlessly at the time of signing of this Agreement.
4.40.4. The Merchant agrees that it shall pay monthly subscription fee stated as “POS Software/Hardware/Maintenance Fee - Physical POS Device” in the Panel or protocols constituting an annex hereto and to be signed by and between the Parties to the Company in advance at the beginning of each month in return for providing of Terminal or using of POS software. If the subscription fee is not paid, the Company may close the Terminal.
4.40.5. The Merchant agrees and undertakes to pay a fine stated as “Lost/Damaged POS and Accessory Fee” in the Panel or protocols constituting an annex hereto and to be signed by and between the Parties in advance and in full upon first request per device if the Merchant does not return the Terminal, relevant device and accessories within 3 (three) business days as of the termination of the Agreement or upon request of the Company or they are damaged due to fault or negligence of the Merchant. For the avoidance of doubt, this penalty may not be evaluated as subsidiary receivables, may be requested independently from main receivables and the Company may request fulfillment of execution in addition to and independently from the penalty and compensation.
4.40.6. The Company may deduct any receivables arising from the Agreement from receivables arising from the Merchant’s use of the Payment Services provided hereunder.
4.40.7. The subscription fee and the penalty amount under this provision may be increased by notifying to the Merchant through the Portal. Following the notice, such change shall be deemed to be accepted if the Merchant continues to use the Terminal.
Rules of Terminal Use:
4.40.8. While the Merchant uses the Terminal, it undertakes to
4.40.9. Use the Terminal only for collecting fees of goods and services sold in its physical store whose address was notified at the time of execution of the Agreement unless otherwise permitted by the Company,
4.40.10. Take all security measures required for protecting the Terminal from water, dust, impact and similar external factor,
4.40.11. Update software of the Terminal when necessary and use the device by following suggestions and directions notified by the Company,
4.40.12. Use the Terminal for only its transactions by itself and not to make the Terminal available to third parties.
4.40.13. POS paper rolls required for using the Terminal shall be supplied by the Merchant.
Procurement Period for the Terminal
4.40.14. Procurement period of the Terminal shall start on the signature date of this Agreement (“Procurement period”) and continue unless any of the Parties makes a request for return of the Terminal.
4.40.15. The Company may unilaterally terminate the procurement period without any compensation and any grounds upon sending a written notice 7 (seven) days in advance and request the Terminal to be returned.
4.40.16. If the Agreement is terminated or providing of Payment Services is ceased for any reason, the procurement period will automatically expire and the Terminal will be closed.
4.40.17. On the condition of reserving the other provisions which enable immediate termination of the Agreement, the Company may immediately terminate the Agreement rightfully by reserving its compensation rights in the case where the relevant violation is not corrected within (one) week, following the written notice to be sent in the event that the Merchant violates any of the liabilities under this article and/or fails to fulfill the liabilities in full and as required.
4.40.18. If the Agreement is terminated or the procurement period expires for any reason, the Merchant agrees that the Company shall close the Terminal subject hereto immediately and it shall deliver the Terminal to the address and with the method to be notified, in compliance with the provisions of this Agreement within 3 (three) business days at the latest, otherwise it shall pay the penalty amount stated in Article 3. The Company shall reserve the right to initiate attachment proceeding and file a criminal complaint against Terminal devices which are returned late or not returned.
5. USE OF COMPANY LOGO
5.1. The Merchant agrees, declares and undertakes that it shall use neither name nor logo of the Company and/or QNBpay at any promotional activity without written approval of the Company. The Merchant shall avoid behaviors likely to damage reputation of the title and brands of the Company. The Merchant agrees and undertakes to pay a fine to the Company up to amount of progress payment within 6 (six) months prior to the relevant month in advance and in full upon first request if the Merchant damages reputation of the title and brands of the Company or uses the title or brand of the Company without its approval by violating this undertaking.
5.2. The Company reserves its right to change the content and design of the Portal and its website on the condition of avoiding any interruption of the services provided to the Merchant. In such case, the changed materials shall be opened by the Company for use of the Merchant. This shall be followed by updating of the logo and other materials included in the website by the Merchant.5.3. The Merchant acknowledges that the Company shall publish the Merchant’s title, e-commerce title and logo at the Company’s website until this Agreement hereby terminates. The Merchant shall be obliged to provide all information required, including logo in particular, in html format or in any other format demanded by the Company.
6. FINANCIAL PROVISIONS
6.1. The Company shall hereunder accept and process the payments made for the products and services purchased by the User and it shall provide payment services for goods and services provided to the Merchant. The Merchant agrees and undertakes that it shall pay a commission at a certain rate to be calculated through the transaction price per payment transaction performed within this scope. The Company may unilaterally change such rates, and it shall send a notice earlier to the Merchant covering the information on the scope of such changes, date of effect, and the Merchant’s capacity to terminate the Agreement without any compensation with the methods determined hereunder. In such case, the Merchant declining such changes may terminate the Agreement. The Merchant shall be deemed to accept that such changes shall apply immediately upon relevant notice and to accept such changes if it continues to use the Payment Services without notice of termination. Such rates shall be stated in the Panel under this Agreement or protocols constituting an annex hereto and to be signed by and between the Parties.
6.2. Commission amounts to be charged to the Merchant shall be determined depending on the term agreed with the Parties as to transfers to the Merchant arranged to be ready to use (“payment term”). The Company may apply commission tariff different than the rates applied for other contracted merchants. The payment term, commissions and additional commissions, if payment is requested before the payment term, to be charged to the Merchant shall be announced through the Panel or in the protocols constituting an annex hereto and to be signed by and between the Parties.
6.3. If the Merchant prefers, it may order transfer of the amount of the progress payment in the Payment Account to bank account notified before the payment term. The Merchant agrees, declares and undertakes that in such case the Company may charge additional commissions or reject request for prepayment. Additional commissions shall be announced through the Panel.
6.4. The liability of the Company shall be limited only with the payments made by the User, and it shall have no obligation against the Merchant for failed payment by the User.
6.5. Upon deducting the commission amounts set earlier, the Company shall transfer the amounts collected on behalf of the Merchant to the Merchant’s bank account in the payment term determined within the scope of commercial terms concerning the Merchant along with the legal obligations following the execution of the payment by the User. The Merchant shall make no claim against the Company for any amount failed to be paid by the User.
6.6. Payments hereunder shall be effected in Turkish Lira. If the Company provides POS enabling FX collection to the Merchant, the transaction will be carried out in the currency and amount entered by the Merchant and transferred to bank account in the same currency notified by the Merchant to the Company in the event that the Merchant wishes to receive the payments in the same currency. In the event that the Merchant wishes to receive the payments in Turkish Lira, Exchange Selling Rate applied by partner banks will apply. The fees and commissions to be charged from FX collection transactions shall be notified through the Panel or in the protocols constituting an annex hereto and to be signed by and between the Parties.
6.7. The Company shall submit the list of fees including the commission fees, charged in return of the Payment Services used by the Merchant, in the Panel.
6.8. The Company shall notify the fees, commissions and financial conditions related to the Payment Services and card storage services used by the Merchant and ancillary services that are complementary to other payment services such as providing of Terminal in the Panel or protocols constituting an annex hereto and to be signed by and between the Parties.
7. PENAL CLAUSE
The Merchant shall be liable to pay a fine to the Company up to total amount/volume of the transactions collected through the Payment Services provided within last 3 (three) months if the Merchant violates the provisions hereunder projecting sole use of POS by the Merchant, any loss caused by the Merchant and unauthorized transactions. The Company reserves its right to demand the loss exceeding the penalty amount. The Merchant agrees that the amount remaining from the sales to be made in the following months shall be collected if total amount of the sales made within last 3 (three) months remains under the relevant loss. The Company may directly demand the penalty amount from the Merchant, or it may deduct such amount from the payments to be made to the Merchant or collaterals provided by the Merchant if requested before. For the avoidance of doubt, this penalty may not be evaluated as subsidiary receivables, may be requested independently from main receivables and the Company may request fulfillment of execution in addition to and independently from the penalty and compensation.
8. BRAND AND INTELLECTUAL PROPERTY
8.1. The Company shall have all the copyrights of software, images and designs, content, logo and graphics in the interfaces and portals published on its website and provided to the Merchant. It shall be strictly forbidden to copy the information and/or the software used in designing, content and database creation processes of such media and environment, and/or to use such materials to take advantage beyond the intentions of using the relevant media and environment, as well as copying, distributing, processing and similar actions of data and the content included in the media and environment such as images, texts, photos, files.
8.2. In addition, it is strictly forbidden for the Merchant (i) to make any attempt with potential to pose a threat against the security of the software, portals and interfaces of the Company or with potential to hinder proper functioning or be used by other users, (ii) to overload software programs, portals and interfaces to result the foregoing, access unauthorizedly to the information and content published in such media and/or entered by third parties, copy such information and the data, delete, alter or make similar attempts on such information and the data, and (iii) to use or attempt to use other software programs hindering to run the Company’s software programs, portals and interfaces, attempt to integrate such malicious programs into those offered by the Company, or cause interruption, breakdown, reverse engineering, cyber-attacks, occupying or similar interventions on the software programs, hardware and servers of any nature, and attempt to access to the Company’s servers.
8.3. The Merchant undertakes that it shall not violate intellectual rights of any other third party or make any harm to the rights of any person on brand, patent, copyrights, commercial secrets in fulfilling and carrying out the operations hereunder. The Merchant shall accept that it shall bear all the responsibility arising from the breach, and it shall recoursed to the Merchant for the losses incurred by third parties within this scope.
8.4. None of the Parties shall use each other’s commercial brands to humiliate commercial brands of the other Party in any sense and harm reputation and/or damage reputation by their commercial brands. None of the Parties shall abuse commercial brands of the other Party any time and shall not promote the other Party as its subsidiary and/or proxy. Use/promote rights granted hereunder with reference to commercial brands and exercising of such rights with reference hereto shall be immediately revoked if the Agreement expires/terminates.
9. CONFIDENTIALITY AND PROTECTION OF PERSONAL DATA
9.1. As for the personal data processed hereunder, the Merchant agrees, declares and undertakes that it shall obey all regulations, principles and rules as to protection of personal data in effect, particularly including the Law with no.6698, and its accessory regulations and principles resolved by the Personal Data Protection Committee, it shall carry out its operations in compliance with the Law with no.6698 and relevant legislations, it shall not use, process, archive or transfer to domestic or foreign third party persons or entities the Personal Data for the purposes other than those regulated hereunder, it shall take administrative and technical measures required for hindering unauthorized access to the Personal Data by its employees or related third parties, for ensuring security of the Personal Data and hindering illegal processing of such data, it shall be liable for the loss to arise from the actions of its employees or employees of subcontractors, if any, and it shall immediately pay in cash in lump sum any loss to be incurred by the Company upon the first request raised by the Company, it shall follow the conditions and rules set by the Law regulating the data processing considering that Personal Data consists of private personal data, it shall act by following the decree of 31.02.2018 with no.2018/10 by the Personal Data Protection Committee, it shall implement immediately all the measures to be set by the Personal Data Protection Committee, and it shall take all technical and administrative measures including but not limited to the foregoing.
9.2. This article hereby shall remain in force even after the Agreement terminates.
10. TERM OF THE AGREEMENT AND TERMINATION
10.1. The Agreement shall take effect as of the date when the Merchant gives approval, and it shall remain in force unless terminated by the Parties.
10.2. Should any of the Parties act against the Agreement, the other Party shall be entitled to a written notice to the violating Party by means of notary public or registered letter with return receipt and to immediately terminate the Agreement unilaterally without any further warning. In case of violation of the liabilities, the violating Party shall be obliged to reimburse the loss incurred by the other Party.
10.3. The Parties may terminate this Agreement unilaterally at any time for no valid reasons and without any compensation by sending a written notice 1 (one) month earlier.
10.4. If the Merchant terminates the Agreement within 1 year, the Merchant agrees that the Company may demand expenses confined to those covered by the Company for the services to be rendered hereunder and related directly to the Merchant.
10.5. If one of the Parties voluntarily or involuntarily has to suffer insolvency, bankruptcy, assignment of trustee or permanently suspends its operations de facto, or makes a fundamental change in its field of operation (including the product and services provided), or it sells off its estate, in whole or in considerable parts, the other Party may terminate the Agreement with no obligation of indemnity.
10.6. If the Agreement is terminated, the Company may demand information and documents related to the transactions performed prior to date of termination, the dispute after the date of termination and possible requests from official agencies or System Partners, and it may ask accountability by the Merchant
10.7. Should any of the licenses furnishing the Company with capacity to provide services subject hereto be cancelled for any reason to hinder its capacity to fulfill its responsibilities hereunder, this Agreement shall be automatically terminated.
10.8. If the Agreement is terminated or providing of card storage service is ceased for any reason, Sensitive Customer Data of the Users will be erased securely by the Company without leaving any copy unless there is a legal obligation to the contrary or reason for information security.
11. DRAWING UP THE AGREEMENT BY USING REMOTE COMMUNICATION TOOLS
11.1. If this Agreement is drawn up by using the remote communication tools, the provisions under this article will apply in addition to the others.
11.2. The Agreement may be drawn up by using any channel enabling to draw up an agreement and determined by the Company without any requirement of physical presence of the Merchant and the Company, including but not limited to telephone, facsimile, electronic mail, www.qnbpay.com.tr (corporate website).
11.3. The Merchant shall be exclusively liable for use of remote communication tools and for any inadequacy or interruption to occur in the course of using such tools. The Merchant shall be liable for communicating with the Company in case of any problems faced.
11.4. The information, documents and records obtained through the remote communication tools shall be stored by the Company for minimum of 10 (ten) years unless regulated by the legislation otherwise. The Merchant undertakes that the information, documents and records provided are accurate and up-to-date; and the Company undertakes that it shall ensure confidentiality and security of such information, documents and records
11.5. The Company shall make a risk assessment to determine the customers and service types for drawing up agreements by means of remote communication tools by considering the type of potential payment transactions to be performed under the agreement to be signed, their features, scope of the financial and non-financial impact, maximum transaction amount and security of the customer. The Merchant agrees that the Company may resolve to draw up the Agreement with mutual physical presence of the Parties in the light of the results of such risk assessment.
11.6. The Merchant agrees that Payment Services to be provided by the Company under the Agreement to be drawn up by means of remote communication tools may be subject to various limitations to be resolved by CBRT and/or the Company.
12. SETTLEMENT OF DISPUTES
Istanbul Merkez (Caglayan) Courts and Enforcement Offices shall be entitled to resolve any disputes that may arise from this Agreement and performance of this Agreement.
13. TRANSFER AND ASSIGNMENT
The Parties may not transfer and assign their rights, liabilities and undertakings hereunder to third parties, real and legal persons, partially or wholly without obtaining explicit and written consent of the other Party.
14. SEVERABILITY CLAUSE
If any article, part or provisions of this Agreement is abolished, deemed to be invalid, unenforceable and nullified by any court or other authorities, such provision shall be deemed to be removed from this Agreement. In such case, remaining provisions shall remain in full force. The Parties agree to replace such provision and add a new provision, to the extend allowed by laws, to give the same meaning and the purpose of the removed provisions.
15. EVIDENTIAL CONTRACT
The Parties agree, declare and undertake that electronic and system records, commercial records, book records, microfilms, microfiches and computer records stored in databases of the Parties shall constitute binding, concrete and exclusive proof in case of disputes that may arise hereunder, and this article shall be deemed as evidential contract with reference to the Article 193 of Code of Civil Procedure.
16. FORCE MAJEURE
Force majeure shall be interpreted for the incidents occurring beyond control of related Party including but not limited to acts of god, revolt, war, strike, lockout, breakdowns caused by the telecommunication infrastructure, power cuts.In all cases considered as force majeure, the Company shall not be held liable for delayed or imperfect or failure of performance set hereby. During the force majeure, performances of the Parties shall be suspended. If the force majeure continues longer than 2 (two) months, the Party affected by the non-performed rights may terminate this Agreement.
17. OTHER PROVISIONS
17.1. The Company and the Merchant are separate parties. Execution and signing of this Agreement hereby shall not bear any partnership, representatives, employer-employee or any similar relationship between the parties.
17.2. The documents related to the transactions performed hereunder shall be stored by the Merchant for minimum of 10 (ten) years as of the transaction date unless the regulation projects a longer period.
17.3. The Merchant shall be obliged to notify the Company on the very same day by means of public notary or registered letter with return receipt (with delivery confirmation) in case of address changes, changes in partnership structure, partial or full selling, leasing of its store(s) or enterprise(s), transfer of operations or change of control or owner in any nature, stopping/stopped or ceasing/ceased current operations, changing its field of operation in its website or of the Merchant (including changes in URL, sales management/methods, good/goods to be sold, service/services to be rendered). Since the. aforementioned changes might affect the contractual relation (except for the address change), the Company shall be entitled to make an assessment on whether or not to continue the contractual relationship in such cases and terminate the Agreement on valid reasons before its expiry date without requiring any additional notice. Unless the Agreement or the regulation in force projects otherwise, all notices to be made with reference hereto may be delivered in written or electronically. The Company shall send the notices hereunder to the Merchant to the contact details stated in the signature part given to the Merchant at times stated hereunder via e-mail and/or through the Panel.
