Service Agreement

1. The Parties and Subject Matter

This Service Agreement is concluded between, on the one hand, Moserra Software operating under the Klinipa brand (hereinafter referred to as the Service Provider) and, on the other hand, the natural or legal person ordering the service (hereinafter referred to as the Customer). The Service Provider and the Customer are together referred to as the Parties.

The subject matter of the Agreement is the provision by the Service Provider to the Customer of a turnkey multilingual clinic website, a modular CRM service and, where requested, optional services, together with the determination of the related rights and obligations of the Parties.

The Customer purchases the service within the scope of its commercial or professional activity. For this reason, the relationship between the Parties is subject to the provisions of the Turkish Code of Obligations No. 6098 and the Turkish Commercial Code No. 6102. The Service Provider's advertising management services fall outside the scope of this Agreement and are governed by a separate agreement.

2. Definitions

• Offer: The written document presented by the Service Provider to the Customer, setting out the selected package, the CRM modules, the optional services, the price and the delivery plan.
• Order: The work order established upon the Customer's acceptance of the Offer in writing or by electronic mail, or upon the Customer making the advance payment. The Order forms an integral part of this Agreement.
• Delivery: The website, design, content, configuration and related outputs produced under the Order and made available for the Customer's use.
• Publication Date: The date on which the Delivery is made accessible via the Customer's domain name.

3. Scope of the Service and Packages

The Service Provider offers the clinic website service in the following packages. The package received by the Customer, its scope and its price are determined by the Offer.

All packages include hosting setup, SSL certificate configuration and support for a period of 30 days from the Publication Date. Any work not expressly included in the Offer falls outside the scope and is charged separately.

4. CRM Service

The CRM service is included in this Agreement on a modular basis. Which CRM modules the Customer receives, their scope, the selected commercial model and their price are determined by the Offer and the Order. Modules not included in the Offer are not made available for the Customer's use. The CRM is offered under one of the following two commercial models; in both models it is custom-developed according to the clinic's workflow.

(a) Subscription model. The software is hosted on the Service Provider's infrastructure and the Customer is granted a non-exclusive and non-transferable licence to use it for the duration of the subscription. In this model hosting, maintenance and updates belong to the Service Provider; the price is periodic. The source code is not delivered to the Customer.

(b) Lifetime model. The price is one-off and does not include a periodic usage fee. When the full price is paid, the source code of the CRM software is delivered to the Customer and the Customer is granted a non-exclusive licence entitling it to use, modify and host the software indefinitely on a server of its own choosing. The Customer may not resell or re-license the software to third parties.

In both models, the Customer is the owner of the data it records within the CRM and may export such data at any time.

5. Optional Services

Services such as logo design, site content production and social media post management are optional and are provided only if they are included in the Offer. The scope of these services, the number of revisions, the number of periodic outputs and their price are shown separately in the Offer.

The advertising management service is not within the scope of this Agreement and is subject to a separate agreement to be concluded between the Parties.

6. Delivery Times and Acceptance

The times specified in Article 3 begin to run on the date on which the advance payment is made and the Customer has fully delivered all content, visuals and information within the scope of Article 7. The times are estimated working periods; delays caused by the Customer, waiting periods for approvals, scope change requests and delays arising from third-party service providers are added to the times.

The Service Provider submits the Delivery for the Customer's approval. Within 7 business days from the date of submission, the Customer reviews the Delivery and notifies in writing any non-conformities with the scope of the Offer, if any. If no notification is made within this period, the Delivery is deemed to have been accepted. The Customer's actual commencement of use of the Delivery or its going live also constitutes acceptance.

Change requests other than the revision entitlement shown in the Offer are deemed to be scope changes and are charged separately upon the written agreement of the Parties.

7. Obligations of the Customer

The Customer undertakes the following obligations:

• To provide, completely and in a timely manner, the text, visuals, brand elements, physician resume, diploma and specialisation information and contact details required for the site and the CRM.
• To warrant that all information, content and visuals it provides are accurate, up to date and true; that it has the right to dispose of them; and that they do not infringe the intellectual property, personality or other rights of third parties.
• To give the design, content and publication approvals communicated to it within the period stipulated in the Offer.
• To provide the necessary authorisations and access for the domain name, hosting and third-party accounts.
• To keep confidential the administration panel and CRM access details delivered to it.

The Service Provider is not responsible for delays, additional costs and damages arising from the Customer's failure to fulfil these obligations. If approval or content is kept waiting for longer than 30 days, the Service Provider may suspend the work and may request a reasonable preparation fee for restarting.

8. Compliance with Health Legislation and Indemnity

Compliance of the medical content, promotional and informational texts, patient visuals and before-and-after treatment posts published on the site and within the CRM with Law No. 1219 on the Manner of Practising Medicine and Its Branches, the Regulation on Medical Deontology, the relevant regulations and circulars of the Ministry of Health and other health legislation is the exclusive responsibility of the Customer.

The Service Provider is a technical service provider; it does not audit or warrant the accuracy, professional appropriateness or compliance with health legislation of the medical content. The Service Provider's expressing an opinion or making a suggestion about the content does not mean a transfer of this responsibility.

With respect to administrative fines, indemnity claims, lawsuits and other sanctions directed against the Service Provider on account of content provided or approved by the Customer, the Customer is obliged to defend the Service Provider and to indemnify it for the amounts it is required to pay together with reasonable defence costs. When the Service Provider becomes aware of such a claim, it notifies the Customer without delay.

9. Performance Targets

The Service Provider applies industry-standard optimisations to ensure that the pages it delivers load quickly and targets a load time of under 1.5 seconds. This is an obligation of means, not a guarantee of result.

Load time depends on factors beyond the Service Provider's control: among these are unoptimised images and videos uploaded by the Customer, external scripts, pixels, chat and appointment integrations added subsequently, third-party hosting and network conditions, and the visitor's device and connection. Following changes made by the Customer, or made by third parties at the Customer's request, to the Delivery, the Service Provider cannot be held responsible in terms of performance.

10. Support and Maintenance

For a period of 30 days from the Publication Date, the correction of errors arising from the Delivery operating contrary to the scope of the Offer is free of charge. Within this period, new feature development, design changes and content updates are not within the scope of support.

Maintenance, update and support services after the end of the 30-day period are subject to a separate maintenance agreement or hourly charging. Problems arising from intervention by the Customer or third parties in the code, server or plug-ins are outside the scope of free support.

11. Domain Name, Hosting and Third-Party Services

The domain name is registered in the Customer's name or, upon the Customer's request, is acquired on the Customer's account by the Service Provider. In any event, the owner of the domain name is the Customer.

The fees for the domain name and hosting service, including the initial purchase and renewal, belong to the Customer; they are purchased by the Customer. These fees are covered by the Service Provider only within the scope of a campaign announced by the Service Provider or where expressly agreed in the Offer. Absent such a campaign or agreement, these fees are not included in the Service price.

Fees covered under a campaign are limited to the period and scope specified in the campaign. At the end of that period, the domain name and hosting fees pass to the Customer without the need for any further notice.

The hosting setup and SSL setup included in the packages are technical setup and configuration work; they do not cover the fee for the hosting service or the domain name. The Service Provider is not responsible for service interruptions arising from the non-renewal of the domain name or hosting.

Third-party services such as hosting, domain name, SSL, e-mail, maps, payment and analytics are subject to the relevant provider's own terms and conditions. The Service Provider cannot be held responsible for the uninterrupted operation of these services or for the provider's own fault.

12. Price, Payment and Default

The service price is shown in the Offer according to the selected package, the CRM modules and the optional services. The prices specified in the Offer do not include value added tax; VAT and any other taxes, duties and charges are paid separately by the Customer.

Unless otherwise agreed in the Offer, fifty per cent of the price is paid in advance upon the establishment of the Order and the remainder before the Publication Date. Work does not commence without the advance payment being made. The CRM price in the lifetime model is one-off and subject to the same principle; the CRM price in the subscription model and the fees for any periodic optional services are invoiced in advance at the beginning of the relevant period.

In the event of the Customer's default in payment, default interest applied in commercial transactions is charged pursuant to Article 1530 of the Turkish Commercial Code No. 6102. If payment is delayed by more than 15 days, the Service Provider may, upon notice to the Customer, suspend the service. Suspension does not extinguish the Customer's payment obligation.

If the Customer does not notify its objections to an invoice within 8 days from the invoice date, the invoice is deemed to have been accepted.

13. Intellectual and Industrial Property Rights

Upon payment in full of the price within the scope of the Order, the rights over the website design that is the subject of the Delivery, the content and visuals produced for the Customer, and the domain name are transferred to the Customer under Law No. 5846 on Intellectual and Artistic Works, indefinitely and without limitation as to place and content. The transferred economic rights include the rights of adaptation, reproduction, distribution, performance and communication to the public.

These rights remain with the Customer even if the Customer does not continue to receive any other service from the Service Provider. After payment of the full price, the Service Provider delivers to the Customer the source files and access details relating to the Delivery.

In return, the intellectual property rights over the infrastructure, framework software, code libraries, reusable components, tools and methods developed or licensed by the Service Provider itself remain with the Service Provider; the Service Provider may continue to use these elements in its other projects. The rights relating to the source code and usage licence of the CRM software are regulated in Article 4. The Customer may not resell or re-license these elements belonging to the Service Provider to third parties.

The rights over the brand, logo and content provided by the Customer remain with the Customer. The Customer grants the Service Provider the authority to use these elements for the purpose of performing the service.

14. Protection of Personal Data

During the performance of the service, personal data belonging to patients and visitors may be processed. In terms of the Turkish Personal Data Protection Law No. 6698 (KVKK), the allocation of roles between the Parties is as follows:

• The Customer is the data controller. The Customer determines the purposes and means of processing patient and visitor data. Fulfilment of the obligation to inform, obtaining explicit consent where necessary, ensuring the conditions relating to special categories of health data, responding to data subject applications and the VERBIS obligations belong to the Customer.
• The Service Provider is the data processor. In operating the site and the CRM, it processes personal data only in line with the Customer's written instructions and to the extent necessary for the performance of the service. It does not use the data for its own purposes.

Pursuant to Article 12 of the Law, the Service Provider takes the technical and administrative measures aimed at ensuring an appropriate level of security in order to prevent the unlawful processing of and access to personal data and to ensure their preservation. Access authorisation, encryption in transfer, logging and staff confidentiality undertakings are among these measures. When the Service Provider becomes aware of a data breach, it notifies the Customer without delay; the obligation to notify the Board and the data subjects belongs to the Customer in its capacity as data controller.

The Service Provider may use sub-processors for the processing activity; in that case it binds the sub-processor by undertakings equivalent to the obligations in this Article and remains responsible to the Customer for the acts of the sub-processor. Upon termination of the Agreement, the Service Provider, at the Customer's choice, returns or deletes the personal data; data whose retention is mandatory under legislation is excluded from this provision.

The nature, categories, duration and list of sub-processors of the processing activity are, where necessary, regulated in detail by a separate Data Processing Addendum to be concluded between the Parties. If such an addendum is signed, its provisions prevail on matters relating to the protection of personal data.

15. Confidentiality

The Parties are obliged to keep confidential any trade secret, business plan, pricing, technical information, patient statistics and any information reasonably understood to be confidential that they learn within the scope of the Agreement. This obligation continues for a period of 3 years after the termination of the Agreement as well.

Publicly available information, information obtained independently of the Parties, and information whose disclosure is mandatory by legislation or the decision of a competent authority are outside this obligation. In the case of mandatory disclosure, the disclosing Party informs the other Party in advance to the extent possible.

16. Limitation of Liability

The Service Provider is not responsible for indirect damages, loss of profit, loss of business, damage to reputation, failure to reach the expected number of patients or appointments, and the indirect consequences of data loss.

The Service Provider's total liability arising from the Agreement is in any event limited to the price paid by the Customer for the service item in which the damage arose. For periodic services, this cap is the price paid for the relevant service in the 12-month period preceding the damage.

The limitations in this Article do not apply to damages arising from the Service Provider's intent or gross negligence or to damages arising from the infringement of personality rights. Pursuant to Article 115 of the Turkish Code of Obligations, an agreement removing or limiting liability in these cases is invalid.

The cap above does not apply to the indemnity obligation under Article 8 or to the Customer's payment obligation.

17. Term and Termination

The Agreement enters into force upon the establishment of the Order and ends upon the performance of the obligations within the scope of the Order. In respect of the CRM in the subscription model and any periodic optional services, the Agreement remains in force for the duration for which the service is provided.

In the event that one of the Parties acts in breach of the Agreement, the other Party gives a 15-day period by written notice. If the breach is not remedied within this period, the Agreement may be terminated for just cause. Default in payment, the unlawfulness of content and the breach of confidentiality are grounds for just termination.

Periodic services may be terminated by the Parties as of the end of the period upon 30 days' prior written notice. In the event of termination, the price of the work performed up to the termination date becomes due; prepaid but unperformed periodic service fees are refunded to the Customer. In a termination made due to the Customer's fault, the price of the work performed is not refunded.

18. Force Majeure

Earthquake, flood, fire, epidemic, war, mobilisation, cyber attack, nationwide electricity or internet infrastructure interruptions, decisions of competent authorities and similar events beyond the Parties' control are deemed force majeure. During force majeure, performance obligations are suspended and the times stop running.

The Party affected by force majeure notifies the other Party without delay. If force majeure lasts longer than 60 days, each of the Parties may terminate the Agreement without compensation.

19. Prohibition of Assignment and Subcontractor

The Parties may not assign their rights and obligations arising from the Agreement to third parties without the written consent of the other Party. The Service Provider may use subcontractors in the performance of its obligations; in that case it is responsible for the acts of the subcontractor as if they were its own.

20. Service of Notice and Notifications

The Parties accept the address and electronic mail addresses set out in the Offer and the Order as valid addresses for service of notice. Notifications made to these addresses produce all the consequences of valid service of notice.

The Parties accept that the notification, approval and termination declarations within the scope of the Agreement may be made by electronic mail and that these satisfy the written form requirement. Unless changes of address are notified in writing within 3 days, a notification made to the old address is deemed valid. The Service Provider's notification address is [email protected], and conversations conducted by telephone do not substitute for notification.

21. Other Provisions

• The Parties accept that, in disputes between them, electronic mail correspondence, system and server records and project management records constitute conclusive evidence within the meaning of Article 193 of the Turkish Code of Civil Procedure No. 6100.
• The invalidity of a provision of the Agreement does not affect the validity of the other provisions; in place of the invalid provision, the valid provision closest to the Parties' intention applies.
• The Service Provider's failure to exercise a right arising from the Agreement does not mean that it has waived that right.
• The Offer, the Order and any Data Processing Addendum are integral parts of the Agreement. In the event of a conflict between the Offer and this text, the provisions of the Offer prevail in terms of scope and price.
• The Service Provider may cite the Customer's trade name and the delivered work as a reference. The Customer may object to this use at any time by written notice.
• Amendments to the Agreement are made in writing or by mutual agreement via electronic mail.

22. Governing Law and Jurisdiction

The laws of the Republic of Türkiye apply to the interpretation and application of this Agreement. The Courts and Enforcement Offices of Istanbul have jurisdiction over the resolution of disputes arising from the Agreement.

Before resorting to litigation, the Parties make reasonable efforts to resolve the dispute by negotiating in good faith. In commercial monetary claims, the provisions on mediation as a precondition for litigation are reserved.

You may direct your questions regarding the Agreement to [email protected] or to +90 850 340 0880.