Terms and Conditions
The terms ‘the Company’, ‘us’ or ‘we’ refer to, K-inovasyon Danismanlik ve Ticaret, with offices at Bahcelievler Mah. Bahar Cad No:16, 19200 Corum, Turkey. Our company trade registration number is 014629. The terms ‘client’, ‘you’, ‘your’ or ‘user’ refer to any entity which enters into a contractual agreement with K-inovasyon.
2. Formation of Agreement
All clients entering into a contract with us accept the terms and conditions of business set out below, irrespective of the mode or manner of the agreement upon which that contract was made.
K-inovasyon reserves the right to change these terms and conditions at any time, so please refer to the terms and conditions prior to entering any contract with K-inovasyon.
No failure or delay by either party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, no waiver by either party of any breach of the agreement by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
The Company is entitled to suspend services if the User does not adhere to any or several conditions set out in this document.
If any provision of these terms and conditions is held by any Court or other competent authority to be unenforceable in whole or part, the validity of the other provisions of these terms and conditions and the remainder of the provision in question shall wherever possible remain in full force and effect.
The Company will use reasonable endeavors to adhere to any dates proposed by either the Company or the User for the provision of Services, however any such date is to be treated as an estimate only and the Company accepts no liability for failure to meet such dates.
The Company will use all reasonable endeavors to provide reliable Services, however it is not practicable to provide such Services free of faults and the Company does not undertake to do so. In the event of a fault in Services, the User must report the fault by email to the Company. Upon receipt of the fault report, the Company will take all proper steps without undue delay to correct the fault. The Company shall not, in any event, be liable for interruptions of Services or downtime of a Server.
The Company may:
– vary the technical specification of Service for operational reasons.
– give or update instructions regarding the use of the Service which in the Company’s reasonable opinion is necessary in the interests of safety, or to maintain or improve the quality of Services to the User and any such instructions shall whilst they are in force, be deemed to form part of this agreement
– temporarily suspend for the purpose of repair, maintenance or improvement, part or all of the Company’s Services, generally without notice
The Company undertakes to use reasonable endeavours to restore Services as soon as practicable after any such suspension.
Where the Company uses any third-party services, the Company cannot be held responsible for those third-party service commitments, quality or availability.
The Services shall be provided in accordance with the Schedule.
The Company may correct any typographical or other errors or omissions in any brochure, promotional literature, quotation or other document relating to the provision of the Services without any liability to the User.
The Company may at any time without notifying the User make any changes to the Services which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Services.
4. Content and Misuse
The User will use all reasonable endeavors to ensure that the Company’s Services are used or include content that conforms to the laws of this country and will not knowingly permit any illegal use or such use that will bring the Company into disrepute.
You must not, nor must any other person, use the Services: to send or receive any material which is offensive, abusive, indecent, obscene or menacing; or in breach of confidence, copyright, privacy or any other rights; to cause annoyance, inconvenience or needless anxiety.
The Company retains the right to suspend Services immediately in the event of a breach or suspected breach by the User of any of the terms and conditions contained herein.
The Company may discontinue Services if after 3 hours the User continues to permit such illegal or disreputable use. If the Company suspends service for contravention of the above conditions of this clause, the Company can refuse to restore Services until it receives an acceptable assurance from the User that there will be no further contravention.
The User shall indemnify the Company and keep the Company indemnified and hold the Company harmless from and against any breach by the User of these terms and conditions of business and any claim brought against the Company by a third party resulting from the provision of Services by the Company to the User and the User’s use of the Services and the Server including, without limitation, all claims, actions, proceedings, losses, liabilities, damages, costs, expenses (including reasonable legal costs and expenses), howsoever suffered or incurred by the Company in consequences of the User’s breach or non-observance of this Agreement;
The User acknowledges that the Company has no control over the information transmitted via the Service and that the Company does not examine the use to which the User puts the service or the nature of the information the User sends or receives. The Company hereby excludes all liability of any kind for the transmission or reception of information of whatever nature;
The Company undertakes no liability whatsoever for the acts or omissions of other providers of telecommunication service or for faults in or failures of their apparatus;
The Company is not in any way liable in Agreement or otherwise for loss whether direct or indirect of business, revenue or profits, anticipated savings or wasted expenditure, corruption or destruction of data or for any indirect or consequential loss whatsoever.
The Company makes no warranty as regards to its Services or equipment and will not be responsible for any damage allegedly suffered or claimed by the User for any reason including but not limited to loss of data and service interruptions.
In any event no claim shall be brought unless the User has notified the Company of the claim within one year of it arising.
The Company shall not be liable to the User by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms and conditions of the Agreement, for any indirect special, or consequential loss of damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the Services or their use or resale by the User. The Company’s total aggregate liability to the User for any claim in Contract, tort, negligence or otherwise arising out of or in connection with the provision of the Services shall be limited to the charges paid by the User in respect of the Services, which are the subject of any such claim.
The Company warrants to the User that the Services will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the Agreement and any Schedule and at the intervals and within the times referred to.
The Company shall not be liable to the Client or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Services, if the delay or failure was due to any cause beyond the Company’s reasonable control.
9. Force Majeure
The Company shall not be liable to the User or deemed to be in breach of the Agreement by reason of any delay in performing or any failure to perform any of the Company’s obligations in relation to the Services, if the delay or failure was due to any cause beyond the Company’ reasonable control. Without prejudice to the generality of the foregoing the following, shall be regarded as causes beyond the Company’s reasonable control:
Act of God, explosion, flood, tempest, fire or accident, War or threat of war, sabotage, insurrection, civil disturbance or equisition, Acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any government parliamentary or local authority, strikes, lockouts or other industrial action or trade disputes (whether involving employees of the Company or any third party), difficulties in obtaining raw materials, labour, fuel, parts or machinery, power failure or breakdown in machinery.
10. Price and Payment
The fee for the supply of Services shall be as stated in the Price Plans section.
All charges payable by the User for the Services shall be in accordance with the scale of charges and rates provided by us from time to time and shall be due and payable 30 days after the date on the User’s invoice.
All charges quoted are subject to review and adjustment by the Company at any time. The price of the goods or services shall be at the Company’s quoted price. All prices quoted are valid for 14 days from the time of the quotation after which time the Company may alter them without giving notice to the User.
The Company reserves the right to increase the price of Services at any time to reflect any increase in the costs to the Company due to any factor beyond the control of the Company (including though not limited to any increase in the costs of labour, materials or other costs or increases in price by those who supply the Company with Services) or due to any change in delivery date or any delay caused by any instruction of the User or the failure of the User to give the Company adequate information or instruction.
Unless specifically varied in writing by the Company, the following payment terms shall apply:
all fees quoted are exclusive of VAT (if applicable) and to the extent that VAT is chargeable in respect of any Services supplied by the Company, VAT at the rate in force at the time of supply should be added to payments otherwise due. Pro-forma accounts will be rendered calendar monthly and/or on completion of the services provided.
Without prejudice to the Company’s other rights and remedies under this Agreement, if any sum payable is not paid on or before the due date, the Company shall be entitled forthwith to:
Cancel the Agreement and any other Agreement between the Company and the User
Suspend the provision of Services to the User Charge to the User interest in accordance with The Late Payment of Commercial Debts (Interest) Act 1998, on the amount unpaid at the rate of 8%, per annum above National Westminster Bank base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purposes of calculating interest).
Either party may (without limiting any other remedy) at any time terminate the Agreement by giving written notice to the other if the other commits any breach of these terms and conditions and (if capable of remedy) fails to remedy the breach within 30 days after being required by written notice to do so, or if the User goes into liquidation, becomes bankrupt or insolvent, makes a voluntary arrangement with its creditors or has a receiver or administrator appointed.
Bankruptcy or insolvency proceeding means bankruptcy proceedings or in Turkish sequestration proceedings, becoming insolvent, making any composition or arrangement with creditors or an assignment for their benefit, any execution, distress, diligence or seizure: or if the User is a company, being the subject of proceedings for the appointment of an administrator, going into liquidation whether voluntary or compulsory (except for the purpose of amalgamation or reconstruction) or having a receiver or administrative receiver of any assets appointed.
The User continues to be liable to pay all charges, which are due for Services during any period in which you do not comply with this Agreement.
On termination of this Agreement or suspension of the Services we shall be entitled immediately to suspend access to the Server and to remove all data located on it. The Company shall be entitled to delete all such data but may, at our discretion, hold such data for such period as the Company may decide to allow the User to collect it at their expense, subject to payment in full of any amounts withstanding and payable to the Company.
If the Company waives a breach of Agreement by the User, that waiver is limited to the particular breach. Any delay by the Company in acting upon a breach is not to be regarded in itself as a waiver.
Either party on giving at least 30 days notice to the other may terminate this Agreement. If the Company gives notice the User shall pay all charges up to the expiry of the notice. If the User gives notice, the User shall pay all charges until 30 days after the date the Company receives the notice or until expiry of the notice, whichever is the latter. The User’s notice does not avoid any other liability for Services already provided. Annual recurring Services require cancellation by the User and the Company reserves the right to charge annually for the provision of these services unless the Company has received from the User written instruction to terminate these Services.
Any notice required or permitted to be given by either party to the other under these conditions shall be in writing by: post email or fax but must be addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. If sent by email it shall, unless the contrary is proved, be deemed to be received on the day it was sent provided that it was sent prior to 5 p.m. CET or if sent by fax shall be deemed to be served on receipt of an error free transmission report provided that it was sent prior to 5 p.m. CET , or if sent by post shall be deemed to be served one day following the date of posting.
Any Schedule shall form part of the Agreement The Agreement shall in all respects be construed and operated in accordance with English Law and all parties agree to submit to the jurisdiction of the English courts Unless the right of enforcement is expressly provided, it is not intended that a third party should have the right to enforce any term of this agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.
13. Data Protection & Confidentiality
Any information concerning the client and their respective client records are confidential and will not be divulged to third parties, other when we are legally required to do so to the appropriate authorities. Clients have the right to request sight of, and copies of all client records we keep, on the proviso that we are give reasonable notice of such a request.