Solution Partner Agreement
Article 1. Parties and Definitions
1.1. This User Agreement (“Agreement”) is concluded between Ritapos (“Ritapos”) and the Company that will provide services to the person or persons who register as a user (“User(s)”) on the site located at https://ritapos.com and the applications (“System”) associated with Ritapos.
1.2. Business: Cafe, Restaurant, etc. refers to the users to whom Ritapos or the Company provides services.
1.3. System: Refers to all systems developed and/or sold and/or operated by Ritapos.
1.4. Hardware: Refers to all hardware needed for the proper functioning of the System.
1.5. SCR Service: Refers to technical personnel who are authorized to provide service to SCRs and who have been issued an authorization card by the RA.
1.6. Company Service: Company personnel and/or technical personnel authorized by the Company to provide service to the Operation, System, and Hardware.
Article 2. Subject and Scope of the Agreement
The purpose of this Agreement is to determine the terms and conditions for the provision of technical and operational services between Ritapos and the Company for the remote and close services required by the Enterprises and the commercial conditions related to these services and the rights and obligations of the Parties.
Article 3. Rights and Obligations of the Parties
3.1. Ritapos Services, Obligations and Responsibilities
3.1.1. Ritapos is responsible for ensuring the continuity of the System.
3.1.2. Ritapos is responsible for making the training materials required by the Company available online.
3.1.3. Ritapos is obliged to provide the interface within the System through which the Company can access the System and manage the licenses and businesses associated with it.
3.1.4. Ritapos will not communicate with the relevant Businesses unless the Businesses associated with the Company communicate directly with Ritapos. It shall provide appropriate ways for the Businesses to communicate with the Company within the System.
3.1.5. In case there are requests from Ritapos other than those mentioned above, these requests will be regulated by separate contracts.
3.2. COMPANY Obligations
3.2.2. The Company may market the System to the Enterprise that does not use the System as it deems appropriate.
3.2.3. The recommended annual license fee of the System is currently displayed in the System. The Company may earn profit at different rates on the license by adding different service fees to this fee.
3.2.4. The Company may sell the Hardware that the Enterprise will need while using the System at a price it deems appropriate to work in harmony with the System.
3.2.5. The Company is obliged to declare that the System belongs to Ritapos while informing the Businesses about the Company Service.
3.2.6. The Company shall appoint its officials and managers necessary for the realization of the terms of this Agreement and shall perform the Company Service in such a way that its user within the System does not harm the field of activity of any of the Businesses that are users of the System.
3.2.7. The Company is not obliged to inform Ritapos about the products and services it offers to the Businesses in terms of hardware, training, maintenance, etc.
3.2.8. The Company may sell licenses only once to the Enterprises that have not used the System before. When the license period expires, the Business may discontinue its relationship with the Company and contact Ritapos directly. Unless the Business requests and as long as the Company continues to perform its activities, the Business will see the Company information as contact information and will continue to receive support from the Company.
3.2.9. It is the responsibility of the Company and Ritapos to test all applications that are part of the System and the System, to put them on the field, and to put them into use. Ritapos cannot be held responsible for the problems that may occur in the field of these applications, the elimination of these problems, and their consequences.
3.2.10. The Company shall not hold Ritapos responsible for the income, prestige, and other material and moral losses and damages under other names and third-party claims due to various interruptions, malfunctions, and errors that may occur in the software and hardware units in the System.
3.2.11. The Company may under no circumstances include any software, library application or flow that may jeopardize Ritapos’ financial and other applications and data security in its own products, services and applications. In the event that such a situation is detected, the Company accepts, declares and undertakes to compensate all damages of the member businesses associated with Ritapos and using the System. Without the knowledge and written consent of Ritapos, information such as card information, customer information, transaction details and/or sensitive data defined in the relevant legislation cannot be shared with other applications, confidential information such as PIN, track 2 cannot be logged and stored. Otherwise, all responsibility belongs only to the Company. The Company accepts, declares and undertakes to compensate Ritapos for all damages incurred by Ritapos and the penalties it has to pay.
3.2.12. The Company accepts, declares and undertakes to pay in cash and in full all amounts and expenses that Ritapos will have to pay and all kinds of damages and losses that Ritapos will have to pay and all kinds of damages and losses that Ritapos will incur in the event that Ritapos does not fulfill its obligations arising from this Agreement at all or as required and / or fulfills them incompletely / incorrectly and / or a claim is directed to Ritapos from third parties in any way and in any way for this reason and / or a penalty is imposed on Ritapos, upon the first written request of Ritapos, without the need to protest and obtain a judgment.
3.2.13. The Company accepts by allowing Ritapos to store all information (product name, product barcode, product code, price, VAT rate, sales reports, customer information, etc.) kept in the System within the scope of the works to be carried out in this Agreement and within the scope determined by the legal regulations, provided that it is not less than the period specified in the legislation and for at least 5 (Five) years.
Article 4. Payment Terms
The solution partnership agreement between the parties starts with bulk license purchase and the pricing varies according to the number of licenses. The current fees determined by Ritapos will be available on the System.
Article 5. Intellectual Property Rights
The Parties hereby accept, declare and undertake that all hardware, software, platform, idea, invention and all software, development kit (SDK), dll, operating system and their subcomponents, all kinds of applications, all logos and symbols, including the Ritapos logo used, the design, the patents it has received or will receive and the ideas to be mentioned in these patents, all kinds of intellectual property rights belong exclusively to Ritapos.
Article 6. Confidentiality
6.1. All kinds of reports related to group companies, personnel or customers that the Parties will transmit/transmit to each other in magnetic media and/or in writing and/or verbally in relation to the services, business and transactions within the scope of this Agreement or that they will learn/learn during or in connection with the performance of the services subject to this Agreement, written and visual archives, visitor, customer, contact information and lists and any other information and documents, all financial, accounting and tax information, all strategies, consumer demands, price lists and price structures, marketing and sales information, sources of supply, retailer lists, profits and dividends, intellectual and industrial property and any information relating to any processes, inventions, computer programs, software, source and object code (including, but not limited to, all inventions, discoveries, inventions, findings, designs and ideas, formulas, manufacturing methods and techniques), and any business strategies in force and in force in the future, carried out or used by the disclosing Party, research and development activities, discounts, price increases, customers individually or collectively, sponsorship agreements, advertising or promotional campaigns, any price-sensitive information, commercial plans and agreements, information about employees, employment contracts, financial information and plans, designs, reports, presentations, price valuations, studies; research and development activities and any similar information and documents shall be referred to as “Confidential Information(s)”. The Parties shall not transfer the Confidential Information to third persons and organizations for any purpose whatsoever, except for the authorities determined by legal regulations (Revenue Administration, etc.), or strictly prevent third parties from accessing such information and documents. Obligations regarding confidentiality are indefinite and will continue even if this Agreement and/or its annexes expire.
6.2. In accordance with the Law No. 6698 on the Protection of Personal Data, the Parties are obliged to take all necessary physical, technical and administrative measures to ensure the appropriate level of security in order to prevent unlawful processing of personal data exchanged within the framework of the subject matter of this Agreement, to prevent unlawful access to personal data and to ensure the preservation of personal data, and shall retain personal data for the periods required by the purpose of processing or stipulated by the relevant legislation.
Article 7. Limitation of Liability
7.1. The Parties are responsible for the matters concerning their own parties in fulfilling their obligations under this Agreement. Accordingly, the relevant Party accepts, declares and undertakes that it will take all necessary measures to fully fulfill its obligations to third parties in order to prevent damage to the other Party.
7.2. Force majeure is any event that the Parties could not foresee when drafting the Agreement and could not prevent despite their best efforts; Long-term terrorist incidents, sabotage, earthquake, flood, fire, epidemic diseases that prevent the provision of services, strikes and lockouts, war, uprising, rebellion, government decisions in the region where the works and services under this Agreement are and will be performed, which make the performance of the subject matter of this Agreement impossible, are accepted as force majeure to the extent that they directly affect the fulfillment of the work subject to the Agreement.
7.3. In the event of force majeure, the Parties shall not be liable until this cause is eliminated. When the force majeure is removed, the Parties may request each other to continue this Agreement. The Parties shall immediately notify the other Party in writing of the occurrence of force majeure. If this situation continues for more than 45 (forty-five) days without interruption, this Agreement shall automatically terminate. In this case, the Parties shall not have the right to claim compensation from each other for direct or indirect damages such as loss, deprived profit, etc., without prejudice to their rights to receive fees for services performed.
Article 8. Enforcement and Termination of the Agreement
8.1. This Agreement shall enter into force on the date of signature and shall continue for a period of 3 (three) years and shall continue until one of the parties gives notice of termination unless the Parties give notice of termination at least 1 (one) month before the expiration of the term.
8.2. No matter what reason this contract ends; Ritapos removes the Company’s access authorization to the System. The Company deletes all data of the Businesses associated with it outside the System on the date the contract expires.
8.3. The Parties acknowledge and declare that they have entered into a strategic business partnership with this Agreement and that failure to fulfill the obligations will cause commercial damages and/or legal consequences to the Parties. Accordingly, to the Party that violates its obligations under this Agreement, the other Party shall send a notice to the address specified in this Agreement through a notary public for the elimination of the violation and request the elimination of the violation within 10 (ten) business days at the latest. In the event that the breach subject to the notice has not been remedied within this period, the Agreement shall be automatically terminated at the end of this period, without prejudice to the right of the Party whose rights have been violated to apply for all kinds of claims and legal remedies for the compensation of the damages that may arise due to the violation and termination.
Article 9. Miscellaneous Provisions
9.1. The Parties may not assign or allocate this Agreement and their rights and obligations arising from this Agreement, in whole or in part, to any person, subject to limitations, without obtaining the written consent of each other. Any action to the contrary is a breach of this Agreement and requires its termination.
9.2. Ankara Courts and Enforcement Offices shall be valid in disputes arising from this Agreement and its annexes.
9.3. This Agreement consists of 9 (twelve) articles and was drawn up in 2 (two) original copies on …/…/202. and one original copy was delivered to each Party. Any stamp tax arising from the preparation, signing and performance of the Agreement shall be paid equally by the Parties.
Read and accepted by the Parties.