Distance Sales Contract

1. Parties

1.1. METAFONICS: Metafonics Artificial Intelligence Technologies Joint Stock Company

Email: info@metafonics.com

1.2. USER

Email:

The subject of this Agreement is the purchase and use by the User of AI-supported digital services provided by METAFONICS through digital platforms, and the determination of the parties' rights and obligations.

2. Definitions

The following terms used in this Agreement shall have the meanings set forth opposite them:

3. General Provisions

3.1. Formation of the Agreement

3.1.1. The User acknowledges, declares and undertakes that they have read and been informed about the main characteristics of the products and/or services, the sale price, payment method, terms of use and the preliminary information regarding the provision of the service presented on the website or Portal, and that they have given the necessary consent electronically.

3.1.2. By completing the registration, the User agrees, declares and undertakes that a legally binding contractual relationship is established with METAFONICS, that the information provided is true, complete and up to date, and that they are authorized to represent and sign if acting on behalf of a legal entity.

3.1.3. To acquire the status of User, the User must provide the information requested by METAFONICS in a complete, accurate and up-to-date manner and approve this Agreement. The User shall notify METAFONICS of any changes to the information provided within at most 3 days. METAFONICS shall not be liable for the inability to access or use the Site resulting from incomplete, inaccurate or outdated information. The User also declares and undertakes to compensate METAFONICS for all damages incurred due to the inaccuracy of such information.

3.2. Membership, Account Security and Access Information

3.2.1. Access information, membership activation, account identification or digital usage data related to the product and/or service provided by METAFONICS shall be sent electronically to the email address reported by the User during registration and/or to the user panel. The User is personally responsible for the accuracy and currency of contact information.

3.2.1. METAFONICS reserves the right to reject a membership application, suspend, temporarily halt or terminate an existing membership without stating a reason.

3.2.3. Access to the services is possible by entering the username and password on the site. The username and password are intended for use by the person for whom the account is defined or by an authorized person of a legal entity. The User may not permit third parties to use their username and password. Any legal or criminal liability arising from sharing or third-party use of this information belongs to the User.

3.2.4. METAFONICS is not responsible for the security and confidentiality of the username and password. It is accepted that all transactions and activities carried out on the Site using this username and password have been carried out by the User. The User is responsible for any legal or criminal liability that may arise from these activities.

3.2.5. The User is responsible for all transactions made using the account name/number and password provided. Therefore, the User must keep the account name/number and password secure and not share them with third parties, and request METAFONICS to change them when necessary; otherwise METAFONICS shall not be liable for resulting damages.

3.3. Use of the Service and User Obligations

3.3.1. If the product and/or service is requested to be provided to a third party outside the User, METAFONICS shall not be held liable for the third party's refusal to accept the service, inability to access, or failure to comply with the terms of use.

3.3.2. The User agrees to use the Portal only for lawful purposes; not to perform activities that would damage the system, create excessive load, provide unauthorized access, perform reverse engineering, or jeopardize the security of the Portal.

3.3.3. The User must use the Site in accordance with its intended purpose and legal requirements and follow explanations on the Site regarding usage. The User is obliged to enter institution-specific information into the portal. Due to the nature of AI, outputs depend on the input information; incomplete input may affect AI responses and predictions, therefore the User must provide complete and up-to-date information.

3.3.4. The User has no right to copy, modify, reproduce, perform reverse engineering, decompile or otherwise obtain the source code of the Site, or to create derivative works from the Site. Modifying browser contents or linking to the Site without METAFONICS' express permission is prohibited.

3.3.5. The User shall not produce harmful viruses or programs, misuse commercial information obtained from METAFONICS, use personal data obtained without consent for malicious purposes, transmit messages without consent, or engage in promotional or advertising activities without permission. METAFONICS may unilaterally terminate or suspend the User's membership for breaches and shall not be liable for damages resulting from such measures.

3.3.6. The User must comply with all applicable legal provisions when using the Site; otherwise the User shall be fully and exclusively liable for all resulting legal and criminal liabilities.

3.3.7. The User shall not use the Site in a way that disrupts public order, violates public morals, harasses others, infringes intellectual property rights, or violates applicable laws. The User shall not use AI to mislead customers with false information or documents.

3.3.8. The User shall not access or use other internet users' information or software without permission; otherwise legal and criminal liability shall be the User's responsibility.

3.3.9. The User shall not make false statements to obtain unfair gains, hide damages to seek advantage, or commit acts that give rise to criminal liability such as using false names and credit cards. METAFONICS may suspend or terminate membership and take necessary measures in such cases.

3.3.10. The User shall not engage in acts infringing the rights of METAFONICS or third parties, or disclose written, visual or audio information; METAFONICS shall have no legal or criminal liability for use, processing, storage or disclosure of such information by third parties.

3.4. System Security, Technical Processes and Service Continuity

3.4.1. METAFONICS reserves the right to partially or completely change, limit, suspend or stop the operation of the Portal for technical requirements, security reasons, legislative changes or commercial discretion.

3.4.2. The Site and related services may be unavailable during routine maintenance, repairs and updates or unexpected system issues; METAFONICS shall take necessary measures to resolve such issues but shall not be liable for access or usage interruptions during such periods.

3.4.3. METAFONICS shall not be liable for damages to the User's software or data arising from unauthorized access to User data. The User agrees not to claim compensation from METAFONICS for any loss suffered due to Site usage.

3.4.4. For ultimate security, the User should supply their own antivirus protection and necessary safeguards; the User is responsible for errors in their software and operating systems and their consequences.

3.4.5. METAFONICS shall not be liable for any direct or indirect loss, damage or costs arising from malfunctions, errors, deficiencies, interruptions, delays, viruses, system failures or force majeure.

3.5. METAFONICS' Rights and Authorities

3.5.1. The User accepts that METAFONICS may remove any content from the Site at its discretion and shall not be liable for damages arising therefrom.

3.5.2. METAFONICS may unilaterally amend this Agreement and its annexes without the User's consent; amendments become effective upon publication on the Site and are binding on the parties.

3.5.3. METAFONICS may suspend the User's membership or terminate the Agreement in case of breach; METAFONICS reserves the right to seek compensation for damages arising from such breach.

3.5.4. METAFONICS has the right to change the Site content, design and software and to modify, suspend or terminate any service provided to users at any time.

3.5.5. METAFONICS may update, change or withdraw any provision of this Agreement without prior notice; updated provisions shall be effective for all users upon publication.

3.6. Data Processing, Privacy and Electronic Communication

3.6.1. METAFONICS may collect and process information such as ISP name and IP address, access date/time, visited pages and referring URLs to improve and develop the Site and in accordance with applicable law.

3.6.2. When communications are initiated by the User, the User must register in the Message Management system; failure to register shall make the User directly liable for resulting damages.

3.6.3. The User declares that they have obtained necessary consents from their customers for commercial electronic communications where required by law.

3.6.4. METAFONICS may collect and lawfully use recording data of Users and their customers for improving the Site and developing AI-supported call management, data analysis, automation, reporting and integration services.

3.7. Special Provisions Regarding AI Services

The User acknowledges that AI may misunderstand speech content; all speech contents must be supervised by the User, and the User purchases the product aware of this; METAFONICS shall not be liable for misunderstandings by the AI.

3.8. Liability, Indemnification and Legal Obligations

3.8.1. The User shall be responsible for damages, compensations and criminal liability arising from failure to comply with official notices, instructions or METAFONICS' principles.

3.8.2. METAFONICS is not obliged to verify the accuracy of information provided by the User and shall not be liable for damages resulting from incorrect or unlawful information.

3.8.3. Links on METAFONICS' web/mobile sites do not imply legal relationships or guarantees regarding those third parties.

3.8.4. All information and documents on the Site are provided for information purposes only and METAFONICS does not guarantee their accuracy; METAFONICS shall not be liable for direct or indirect damages arising from reliance on such information.

3.9. Announcements and Notifications

The User agrees to follow announcements published on https://metafonics.com and accepts that published announcements shall be deemed as delivered; urgent changes may also be communicated by e-mail when necessary.

3.10. Use of References and Promotion

3.10.1. The User consents to the use of their trade name, personal name and workplace information for reference and promotional purposes in printed and digital materials, METAFONICS' website, social media, corporate presentations and proposals, in a manner consistent with corporate identity and law.

3.10.2. This consent is not a trademark transfer or license agreement and is solely for reference display; METAFONICS shall use logos and titles lawfully and fairly and shall be liable for damages if used unlawfully.

4. Right of Withdrawal

4.1. The User has the right to withdraw from this Agreement within 14 (fourteen) days from the conclusion of the agreement, or in service agreements from the start of the performance of the service, without stating any reason and without paying any penalty, pursuant to the provisions of Consumer Protection Law No. 6502 and the Regulation on Distance Contracts. 

4.2. In order to exercise the right of withdrawal, the User must notify METAFONICS of their intent to withdraw in a clear and understandable manner, in writing or via a durable data storage medium, within the withdrawal period. The notice of withdrawal may be made via e-mail, notary, registered mail with return receipt, or other communication methods permitted by applicable legislation. 

4.3. Within 14 (fourteen) days following the receipt by METAFONICS of the withdrawal notice, all payments collected from the User shall be refunded in accordance with the payment instrument used during the payment, without imposing any cost or obligation on the User. 

4.4. If the performance of the service has started with the User’s explicit consent by the date the User exercises the right of withdrawal, the User agrees to pay the amount corresponding to the portion of the service performed until the date the right of withdrawal is exercised. 

4.5. The User may not exercise the right of withdrawal in the following cases:

1. agreements concerning services and digital content prepared, personalized, or customized specifically in line with the User’s special requests and needs,
2. agreements concerning services whose performance has started with the User’s explicit consent before the withdrawal period expires,
3. agreements concerning digital content, software, licenses, memberships, artificial intelligence outputs, data processing, or similar digital services that are instantly performed electronically, if performance has started with the User’s explicit consent,
4. agreements concerning services that, by their nature, cannot be returned or are consumed at the moment they are performed.

The User may submit requests regarding the exercise of the right of withdrawal to METAFONICS through the following communication channels:

Title: Metafonics Artificial Intelligence Technologies Inc.
E-mail: info@metafonics.com
Address: Tantavi Mah. Estergon Cad. Exen İstanbul Sitesi F Blok No: 24F Interior Door No: 266 Ümraniye / İstanbul
Phone: +90 216 442 50 50

5. Provisions on Payment and Service Delivery

5.1. Unless otherwise agreed by the User in writing, METAFONICS shall not be obliged to provide the service, grant access, or deliver digital content before the full price of the product and/or service has been collected.

5.2. In services based on subscription, membership, or periodic payment, if the User fails to fulfill their payment obligation on time, METAFONICS shall have the right to suspend the service, restrict access, or unilaterally terminate the agreement. In such case, the User agrees that they may not claim any compensation, penalty, or similar receivable from METAFONICS under any name.

5.3. After the product and/or service has been provided, if the payment is cancelled by the bank, payment institution, or financial institution for any reason, becomes subject to a chargeback, or is not transferred to METAFONICS, METAFONICS shall have the right to stop the service, suspend the user account, or terminate the agreement. METAFONICS reserves all contractual and legal rights regarding its accrued receivable.

5.4. The installment option provided in payments made by credit card, installment payment system, or similar financing methods constitutes a payment facility provided by the relevant bank or financial institution and does not separately constitute an installment sales agreement in terms of the legal relationship between the parties.

5.5. If the User fails to fulfill their payment obligation on time, METAFONICS shall have the right to apply default provisions under the applicable legislation. In case of delay, the default interest rate to be applied shall not exceed the maximum limit permitted by the relevant legislation.

6. Default and Legal Consequences

6.1. If the User defaults on transactions made by credit card, the User shall pay interest within the framework of the credit card agreement concluded with the cardholder bank and shall be liable to the bank. If payments for the service to be provided are to be made regularly on a monthly basis, METAFONICS shall have the sole and exclusive authority to terminate this agreement if any one of the required payments is not made on time. The User accepts that, in the event the agreement is terminated on this ground, the User shall have no claim whatsoever against METAFONICS.

7. Liability and Limitation of Liability

7.1. General Principle of Liability

7.1.1. While performing its obligations under this Agreement, METAFONICS shall be liable only for direct damages arising from its own systems and its own fault, which have been finalized by a court decision.

7.1.2. METAFONICS shall not be liable for indirect damages, loss of profit, loss of reputation, loss of data use, damages suffered by third parties, or claims that may arise against the User from the User’s customers.

7.2. Web Services and Third-Party Systems

The web services and other third-party systems used within the scope of the service are outside the control of METAFONICS, and no guarantee is given regarding the performance, availability, reliability, or security of such systems. Accordingly, METAFONICS cannot be held responsible for errors, delays, data loss, security breaches, access interruptions, system incompatibilities, or other adverse situations that may occur in such web services.

7.3. Force Majeure and Improper Use

METAFONICS shall not be responsible for damages arising from force majeure events, extraordinary circumstances, decisions of public authorities, interruptions caused by infrastructure providers, or the User’s improper, incomplete, or non-compliant use.

7.4. Liability for Direct Damages

METAFONICS may only be liable for the following direct damages arising from its own systems and its own fault:

The existence and scope of such damages shall be determined only by competent courts. Without a court decision, METAFONICS shall not be obliged to pay any penalty or monetary compensation.

7.5. Maximum Compensation Limit

The total amount of compensation payable by METAFONICS under this Agreement shall in any case not exceed the license fee paid by the User to METAFONICS within the last 1 year.

7.6. Right of Recourse

If METAFONICS is required to make a payment to third parties regarding a matter for which it is not responsible, the amount paid shall be immediately reimbursed to METAFONICS by the User together with interest.

7.7. Indirect and Consequential Damages

METAFONICS shall not be held liable for indirect or consequential damages, including but not limited to the following:

• • Loss of Profit: decreases in the User’s earnings for any reason.
  • Loss of Business: business opportunities lost by the User due to interruptions in METAFONICS software.
  • Loss of Customers: customers lost by the User due to disruptions in software use.
  • Disruption of Business Continuity: operational interruptions caused by the temporary unavailability of the software.
  • Reputational Damages: damages occurring in the User’s business reputation or brand value.
  • Data Corruption or Delay: delays or corruption in data transfer.

8. Payment Terms

8.1. METAFONICS offers the User flexible package options for different needs. Four main packages are offered to the User, each with different service levels and pricing structures. The packages include METAFONICS’ basic or comprehensive features depending on the User’s digitalization needs. The fee to be paid by the User varies according to the selected package type. Package features and payment terms are regulated by the protocol titled ANNEX-1 PRICE LIST, which forms an integral part of this agreement.

8.2. According to the selected tariff, the User shall pay the price of the service/product to be purchased from METAFONICS in advance on the invoice date against the invoice to be issued by METAFONICS.

8.3. Nevertheless, METAFONICS shall have the right and authority, at its own discretion, to accept payment to be made by the User with maturities that it may determine from time to time and/or by promissory instruments, DBS, Mail Order, or any other means. However, the granting of a maturity by METAFONICS to the User shall never be interpreted contrary to the provision that the price of the products subject to this Agreement is cash and prepaid.

8.4. If the User makes payment by credit card through the application named ……, the credit card used must belong to the User. If, for any reason, a credit card other than the User’s own credit card is used, the User expressly accepts, declares, undertakes, and guarantees that the owner of the credit card used has permitted such use. The User accepts, declares, guarantees, and undertakes in advance that if the User has not obtained the permission of the credit card holder used for payment purposes, the User shall compensate METAFONICS for all damages arising therefrom.

8.5. Service fee payments shall be made in Turkish Lira (TRY) to the following bank account:

IBAN: TR91 0003 2000 0000 0149 5045 77

8.6. If payments are not made on time, access to the Site and Portal may be suspended by METAFONICS.

8.7. If the agreement is terminated by the User without just cause, no refund shall be made for the unused portion; the periodic fee shall be collected in full.

9. Protection of Personal Data

9.1. The Parties accept and undertake that they shall process the personal data of data subjects only for as long as necessary and solely for the performance of this Agreement, in accordance with Law No. 6698 of the Republic of Türkiye (hereinafter referred to as the “KVKK”) and the legislation on the protection of personal data.

9.2. The User declares and warrants to METAFONICS that the personal data transmitted for the performance of this Agreement has been obtained lawfully and in accordance with the KVKK.

9.3. The User undertakes to inform data subjects and to obtain from them all necessary permissions for the transfer to METAFONICS of their personal data (including special categories of data), exclusively for the realization of the purposes of this Agreement.

9.4. The Parties accept and undertake that they shall not use personal data obtained from data subjects at any time for any purpose other than those specified in this Agreement, and except for the retention of a copy of documents where required by law, upon termination of this Agreement and in any case at the end of the legal retention period, they shall be responsible for the immediate deletion and/or disposal and/or anonymization of personal data.

9.5. The Parties shall establish and implement commercially reasonable policies, programs, and procedures (including administrative, technical, and physical safeguards) consistent with relevant industry practices and appropriate to preserve the confidentiality, integrity, and security of personal information in their possession, custody, or control against unauthorized access, use, alteration, disclosure, or other irregularities.

10. Intellectual and Industrial Property Rights

10.1. The User accepts that the copyrights of the services and software used on the Site belong to METAFONICS and that any and all information on such software and the Site may not be reproduced or distributed without the written permission of METAFONICS. The User may not use any registered trademarks and logos belonging to METAFONICS in the name of METAFONICS without written permission.

10.2. The User is obliged to notify METAFONICS as soon as possible if patents, trademarks, emblems, and similar rights belonging to METAFONICS are used in any manner; however, this obligation shall not be interpreted as requiring the User to take legal measures.

10.3. All registered or unregistered intellectual property rights on the Site, such as trade names, business names, trademarks, patents, logos, designs, information, and methods, belong to METAFONICS or the specified rightful owner and are protected under national and international law. Visiting the Site or benefiting from the services on the Site does not grant any right regarding such intellectual property rights. By visiting or using the METAFONICS sites, the User/Member accepts, declares, and undertakes not to infringe these intellectual property rights.

10.4. Prior written permission and approval from METAFONICS is required for any use of the information contained on the Site, including reproduction, translation into another language, storage, or processing. Therefore, the information on the Site may not be reproduced, published, copied, presented, and/or transferred in any way without the written permission of METAFONICS.

10.5. METAFONICS may use the User’s title, trademark, emblem, logo, and similar signs for reference purposes. The User accepts, declares, and undertakes that they consent to METAFONICS using such title, trademark, emblem, logo, and similar signs belonging to them.

10.6. Each of the Parties declares and accepts that every kind of visual/brand/design delivered to it by the other Party pursuant to this Agreement and its annexes belongs to the delivering Party. The User accepts, declares, and undertakes that all intellectual property and usage rights of all data, results, instructions, reports, materials, documents, and the information contained therein that METAFONICS will produce, provide, or develop within the scope of this Agreement belong to METAFONICS, and that METAFONICS may use such rights and/or works in any manner and place without limitation.

10.7. The provisions relating to the intellectual and industrial property rights forming the subject matter of this agreement shall apply indefinitely.

11. Confidentiality

11.1. The Parties accept and undertake that, due to the business relationship between them, they shall keep confidential the confidential information learned from one another in any manner, the business and commercial information regarding their activities, management, and relationships, the results of conducted research, and the new ideas and practices they create; they shall carefully protect such information and shall not disclose it, in whole or in part, directly or indirectly, in any way to any third party or institution without the written consent of the other Party, and they shall ensure that their employees also comply with this obligation.

11.2. If judicial and/or administrative authorities request such confidential information from the Parties in writing, the Parties may share such confidential information with judicial and/or administrative bodies and shall provide written notice to the Parties regarding the matter.

11.3. The following information is excluded from the definition of “Confidential Information”:

10.3.1. information that has entered the public domain without the fault, influence, or negligence of the Parties or their representatives;

10.3.2. information disclosed to the Parties by third parties without being subject to any confidentiality obligation; 

10.3.3. information independently developed by the Parties without any access to the Confidential Information; 

10.3.4. information permitted to be disclosed with the written consent of the Parties without being subject to any confidentiality obligation; 

10.3.5. information that must be disclosed pursuant to applicable legal regulations, a court decision, or an administrative order;

11.4. The obligation to comply with confidentiality, which forms the subject matter of this agreement, shall apply indefinitely.

11.5. The User accepts, declares, and undertakes in advance that they shall not share the confidential information learned within the scope of this agreement, as well as all information such as campaigns, products, strategies, and ideas, for any reason whatsoever, with any person or company engaged in the same line of commercial activity as METAFONICS. In the event of a breach of this article, the User accepts, declares, and undertakes that they shall compensate METAFONICS for all damages it suffers.

12. Consent to Commercial Electronic Messages

12.1. METAFONICS may send commercial electronic communications to Users, in compliance with the applicable legislation, through SMS/text messages, instant notifications, automated calls, computer, telephone, e-mail/mail, fax, and other electronic communication tools for the purposes of promotion, advertising, communication, promotion campaigns, sales, and marketing regarding all kinds of products and services, as well as for credit card and membership information, transactions, and applications. The User has consented to receiving commercial electronic communications.

12.2. The User has been informed that they may withdraw this consent at any time.

13. Duration of Service Usage

The User shall receive the service selected in the price list, in return for the fee of that service, throughout the term and under the conditions specified in this agreement. 

14. Termination of the Agreement

METAFONICS has the right to terminate this agreement without any notice if the User acts in breach of the obligations regulated in this Agreement, uses their membership on the website named "https://metafonics.com" contrary to the provisions of the legislation, or acts in breach of their payment obligations.

15. Dispute Resolution

In disputes arising from this agreement, the Istanbul Central (Caglayan) Courts and Enforcement Offices shall have jurisdiction. 

16.Entry into Force of the Agreement

This agreement shall enter into force on the date it is signed by the Parties. 

17. Miscellaneous Provisions

17.1. This Agreement forms a whole together with its annexes. The invalidity, illegality, or unenforceability of any provision of this Agreement or any expression contained in the Agreement shall not affect the validity and enforceability of the remaining provisions of the Agreement.

17.2. Communication between the User and METAFONICS shall be made via the e-mail address declared by the User during registration or through general notifications on the Site. Communication by e-mail shall replace written communication. It is the User’s responsibility to keep their e-mail address up to date and to regularly check the Site for notifications. All e-mail correspondence or correspondence made through other communication tools between the Parties shall constitute written evidence.

17.3. The annexes of the agreement are an integral part of the agreement. 

17.4. If there are special development needs requested by the User, the request must be submitted clearly and understandably, with a defined scope and target outputs, and in sufficient detail to include technical or operational expectations. METAFONICS is not obliged to fulfill every request. The works decided to be developed are first submitted to the User for approval together with the estimated workload effort. Approved works are tied to a mutually determined project schedule. The implementation period may vary according to the scope and complexity of the work. Such developments are charged based on the working day effort fee notified by METAFONICS and are additionally invoiced to the User.

17.5. Planned maintenance works are notified at least 24 hours in advance via e-mail or through the application and are generally carried out at night. During this period, the service may be temporarily unavailable.

17.6. This Agreement consists of 17 (seventeen) articles, 1 (one) annex, and 14 (fourteen) pages. This Agreement has been drawn up in 2 (two) copies and concluded by the authorized signatories of the Parties so that one copy remains with each Party.