PROVISION OF SERVICES IN AN ELECTRONIC ENVIRONMENT DISTANCE SALES CONTRACT


Article 1. SUBJECT OF THE AGREEMENT

      1.1 The subject of this contract is the determination of the rights and obligations of the parties in accordance with the provisions of the Law No.6502 on the Protection of Consumers and the Regulation on the Principles and Procedures of the Application of Distance Contracts regarding the sale, delivery and payment of the services ordered by the Customer;

      1.2 The Customer needed a document to be drawn up in a specific language to be translated into another language and placed an order to the Supplier to fulfill this requirement in accordance with the relevant legislation of the Republic of Turkey.

      1.3 When confirming the order, the Customer and the Supplier reached an agreement on which languages the translation is to be from and into, the area where it is to be used, the recordable material, the delivery date for the work, and the preferred method and form of delivery.

      1.4 The Customer has given the order electronically via the www.referansceviri.com website or by sending an e-mail directly to the Supplier and has agreed to make the payment electronically;

Article 2. Supplier

The following is the legal information pertaining to the Supplier, who is established and operates in accordance with the legislation of the Republic of Turkey essentially for the purposes of providing written and oral translations from and into various languages, localization, graphic design, and software development services and publishing activities:

Title

Referans çeviri Hizmetleri, Yazılım ve Yayıncılık Sanayi ve Ticaret Ltd. Şti.

Trade Registration No

618189

Address

Esentepe Mahallesi, Kore Şehitleri Caddesi, Onurgil İş Merkezi No: 35/2 Zincirlikuyu 34394 Şişli İstanbul Türkiye

Phone

+90-212-361-5071

Email

projects@referansceviri.com

Article 2. Quality of Service Provided

The translation service provided meets the following quality criteria:

      2.1 Accuracy: The translated texts are accurate in terms of content and terminology considering the functionality of the text.

      2.2 Completeness: The source text has been translated completely into the target text with no gaps or anything missing, etc.

      2.3 Consistency: The target text is consistent from start to finish with respect to both narrative and terminology.

      2.4 Fluency: The target text's language is fluent and uses a style that is easy to understand.

      2.5 Punctuation and Spelling: The target text contains no errors in punctuation or spelling.

      2.6 Timely Delivery: A deadline agreement for the translation is made with the customer at the start and the translation is delivered in full at the time stated in the agreement. The aforementioned quality criteria are the minimum quality criteria; in addition to this, if there are any criteria developed mutually with the customer or specific to the project, they are recorded in writing and an agreement or an inseparable annex to an agreement is made.

      2.7 Machine Translation: Referans Translation Services conducts all its translation work using human labor and does not use any tools that perform automatic translation or machine translation, except for Computer Aided Translation technologies used to increase the quality and performance of the translation work.

Article 3. Types of Delivery of Service

The completed work is delivered by sending an e-mail attachment to the e-mail address provided by the Customer or via a specified FTP link or by uploading online to an FTP area provided by the Customer. If specifically requested, the translation may be delivered in print.

Article 4. Quality Guarantee

projects@referansceviri.com e-mail address with 3 (three) days of the delivery date at the latest, as per Article 5/3 below.

Within translation or related services, any changes made to the source or target text , changes in the media where the text has been placed (file, file type, design format, multimedia or code, etc.), or targeting the service at a region or community other than that previously specified shall invalidate the service guarantee. Context and purpose are very important in organizing translations; therefore, our Company cannot guarantee that a delivered translation is going to be appropriate for the newly stated purpose or context if is it used in a context or purpose different from that stated in the order.

Article 5. Scope of Guarantee, Objections, and Refund

      5.1 Our Company guarantees that the translation services it provides shall meet the quality criteria stated in Article 2 above. In the event that any violations of these stated quality criteria are found in the delivered work or deficiencies in their quality or any defects within the scope of the specified criteria are identified and reported as explained below, the necessary correctional work will be carried out as soon as possible.

      5.2 The customer may object to translated texts that are completed and delivered. Quality Objections: If a provision of service agreement mutually arranged with the customer exists and if said agreement clearly states an objection period, corrections shall be made within this period; if there is no such agreement or if there no objection period stated in the agreement, corrections shall be made within 3 (three) working days.

      5.3 Any objections must be submitted in writing along with examples of the alleged errors and a request to check the translated text and correct it in accordance with these examples. Any objection to the delivered text is deemed as not having been made if it is not submitted on time, presented in writing, or made without inclusion of justification; in this situation, the payment accrued or to be paid for the service in question shall be deemed as being made as stated during the order.

      5.4 The Company reserves the right to file a counter objection to the customer's quality objection on grounds that the objection is unfair. The period for filing a counter objection is the same as the objection period offered to the customer. If counter objections are not made on time, in writing, or with justifications, they shall be deemed as not being made and as approval of the customer's objection.

      5.5 If the customer's objection is justified or if the counter objection is not submitted in accordance with the procedure specified here, the request for correction is approved and the necessary correction work is carried out. The period granted for correction work is half the period granted to complete the translation in question.

      5.6 Failure to fulfill an approved correction request on time means refraining from making the correction and removes any payments accrued or to be paid for the translation work in question. Payments made for the said translation work are returned to the Customer within three (3) working days at the latest, identical to the amount entered into the Supplier's bank account or safe.

      5.7 If a counter objection is not accepted, the opinion of an expert on the subject is sought. It is the Supplier's responsibility to prove that the counter objection filed by the Supplier is justified. The expert whose opinion on the justification or otherwise of the counter objection is to be sought shall be determined by the Supplier and approved by the customer. The expert to be proposed must be a reputable professional with at least 10 (ten) years of experience in the field of translation and at least a bachelor's degree in language and literature or translation sciences.

      5.8 All parties agree and pledge that the expert's opinion is final and binding.

      5.9 If in the opinion of the expert the customer is right, the customer is relived of the obligation to pay for the work, and in addition

            5.9.1 If an official invoice has been made for the work in question and if 8 (eight) days have not passed since the invoice date, the invoice is canceled and any down payment or similar payments that have been made are refunded in kind;

            5.9.2 If an official invoice has been made for the work in question and if more than 8 (eight) days have passed since the invoice date, for corporate customers, a refund invoice to the same amount is made by the Customer and in addition any down payment or similar is refunded in the same way in kind;

            5.9.3 If no official invoice has yet been made for the work in question but down payments or similar amounts have been received, the amounts in question are refunded in kind; if no down payment or similar amount has been received, any amounts accrued for the translation work in question are deemed eliminated.

Article 6. Document/Work Copyright

      6.1 The Supplier declares and undertakes that there is no legal obstacles to translating the source text submitted for translation, and that its translation does not constitute a breach of any country's laws or a violation of the any person's established rights.

      6.2 It is the responsibility of the Customer to obtain any and all permissions relating to copyright for the translated texts; the Customer hereby declares and undertakes to take all necessary precautions to prevent the Supplier from any loss, damages, or prosecution now or in the future in this regard, to take the necessary action to prevent the Supplier from any damages in the event of future claims against the Supplier in this regard, and that it will fully compensate any damages that the Supplier may incur.

      6.3 The Supplier hereby agrees and declares that it transfers the copyright for the translation to the Customer provided the fee determined for the work is paid in full.

Article 7. Confidentiality

The Customer notifies the Supplier of the preferred privacy preferences relating to the source text according to the Privacy Level options when making the order; the Supplier in turn agrees and pledges to take all necessary measures to keep the texts and their content confidential for at least 2 (two) years in accordance with this declaration. The supplier also pledges that the experts tasked with the translation work in question and all the personnel who have access to its content by virtue of their positions will be persons who have signed a Service Agreement that includes Privacy provisions for this purpose. The Supplier declares and undertakes that it takes every precaution to ensure that all persons it employs or undertakes subcontracting tasks, if any, to comply with the same commitment to confidentiality.
Privacy Levels:

1st Degree: Third parties do not and will not have any knowledge of the document. The Contractor declares that it has separately signed ?Translation Agreements? with the entire translation staff.

2nd Degree: Although the document contains a topic that is available to the public, the fact that the Customer is working on it is confidential.

3rd Degree: The document will be a publicly available document.; however, it is up to our Customer when and how this will be disclosed.

Article 8. Storage

Unless otherwise stated, source documents submitted by the Customer for translation shall be kept for 2 (two) years. The Supplier is obliged to take necessary electronic security measures to prevent unauthorized persons from accessing the content and the information it covers during storage.

Article 9. General Provisions

      9.1 The Customer declares that they have read and are aware of all the preliminary information on the www.referansceviri.com website regarding the basic qualities of the contracted service, the sales price and methods of payment including all taxes, the period of delivery, and the Supplier's full trade name, full address, and contact information, and that they have made the necessary confirmation electronically.

      9.2 By confirming this contract electronically, the Customer confirms that, before the conclusion of the distance contracts, the address to be given by the Supplier, the basic features of the ordered products, the price of the service including taxes, payment and delivery information are also correct and complete.

      9.3 In addition to the terms of this Contract, the Parties hereby accept and declare that they agree on the provisions of Consumer Protection Law No. 4077 and the Regulation on Distance Contracts published in Official Gazette No. 27866 dated 3/6/2011.

      9.4 If the electronic files that are the recordable media of the contractual service are to be delivered to a person/organization other than the Buyer, the Supplier cannot be held responsible for the refusal of the recipient person/organization to accept the delivery.

      9.5 The Supplier cannot be held responsible if the electronic file(s) that are the recordable media of the contractual service delivered electronically, cannot be delivered to the Customer due to interruption of the Internet service or mail or file transfer server.

      9.6 The Customer cannot later change the features of the content submitted for the purpose of translation when the order was placed such as the language pair specified during the order, the purpose of the translation work and, if notified, or the geography to benefit from this work, except with the written consent of the Customer.

      9.7 The Supplier cannot later change the price or delivery date presented to the Customer when the order was placed except with the Customer's written consent.

      9.8 The Supplier decide when the ordered work is to be done, with whom, and using what method and tools; the Customer cannot interfere in this matter except with the written consent of the Supplier.

      9.9 The Supplier is obliged to notify the Customer if the contractual service cannot be delivered within the period due to force majeure or adverse weather conditions that prevent healthy work, interruption of access to the Internet, or power outages. In this case, if the Customer cancels the order, the amount paid, if any, will be refunded fully and in cash within 10 (ten) days.

      9.10 In case of the payments made by the Customer with credit card, debit card, and/or bank card or other payment systems offered on the website, the service fee shall be returned to the relevant bank within 7 (seven) days of the order being canceled by the Customer for the reasons stated in Article 9/9 above.

      9.11 All the articles of the Distance Sales Contract for the Provision of Services in an Electronic Environment have been read and agreed to by the Customer; and this contract goes into effect as of the date approval was given by the Customer electronically.

Article 10. Exclusions

The following matters are not included in the translation service fee and are charged separately to the Client:

      10.1 Value Added Tax (if VAT exemption is requested, the Customer submits the required exemption documents to the Supplier in advance);

      10.2 Service fees relating to the certification of the translation by the Translator, Notary, Provincial Governorship, District Governorship, Consulate, and similar authorities.

      10.3 Costs relating to the printing, binding, folder work, and reproduction of the translation.

      10.4 The cost of shipping the printed copies of the delivery or the recordable media, if any, to the address provided by the Customer.

      10.5 The cost of reproducing the content in print or within the recordable media more than once.

Article 11. FORCE MAJEURE

In situations such as strikes, lockouts, civil war, fire, flood, earthquake, war, embargo, general labor loss, power outages, shortages of fuel, material or parts, or in cases where transportation, or communication cannot be provided or the law abolishes proper working conditions, either party may terminate this Agreement provided that they do not claim any compensation from the opposing party and waive their rights other than those previously deserved, except for the generally known circumstances prevailing when the order was placed.

Article 12. Right of Withdrawal

The services subject to this contract are commitment services; the production of the relevant service is made at the Customer's order and exclusively for that particular Customer order and furthermore will not be used by anyone else. Therefore, subsequent cancellation of the order by the Customer does not negate the obligation to pay.

Article 13. Default and Legal Consequences

In case of default of the part of the Customer in transactions made with credit card, the Customer shall pay the interest rate within the framework of the credit card contract with the bank and shall be liable to the bank. In such cases, the bank may seek litigation; it may demand that the card holder pay resulting fees and power of attorney costs and in all cases if the Customer defaults due to debt, the Customer agrees to pay any damages or loss incurred by the Supplier to delayed payment of debt.

In cases where the Customer defaults, the Customer agrees to pay any damages or loss incurred by the Supplier due to delayed payment of debt. In cases where the Customer defaults due to fault on the part of the Supplier, the Customer shall not be obliged to cover any claims for damages or loss made the Supplier.

Article 14. Competent Court

In the implementation of this contract, the Consumer Arbitration Committees and Istanbul Courts in the Seller's location are authorized up to the value announced by the Ministry of Customs and Trade. If the order is approved, the Customer is deemed to have accepted all the terms of this contract.

 

CUSTOMER                                                                                                           SUPPLIER

______________________________                                                    REFERANS ÇEVİRİ HİZMETLERİ, YAZILIM VE

______________________________                                                    YAYINCILIK SAN. VE TİC. LTD. ŞTİ.