Terms Of Service
This User Agreement, (“Agreement”), was signed on __.__.2021 (“Signature Date”) by and between Feedback4e Yazılım Danışmanlık Ticaret Limited Şirketi, a company incorporated in accordance with the laws of the Republic of Turkey, at the address of Harbiye Mah. Hüsrev Gerede Cad. No:77/16 Şişli, İstanbul and _____________, a company incorporated in accordance with the laws of _____________, at the address of __________________ (“Customer”).
2.Purpose of Agreement
The purpose of this Agreement is to determine the rights and liabilities of the parties with respect to access and usage of the Feedback4e Employee Engagement and Performance Platform (“Platform”) available at the website www.feedback.com (“Website”) owned and operated by Feedback4e, by the Customer.
3.Rights and Liabilities of the Customer and Employees
- Following the signing of the Agreement, Feedback4e will ensure that the Customer is able to create an account in the Platform (“Customer Account”) and the employees of the Customer who will use the Platform in accordance with this Agreement are able to create their own accounts (“Employee Accounts”) under the Customer Account.
- The Customer accepts that all information given on the Customer Account and Employees Accounts and while using the Platform, shall be accurate, correct and complete and it shall update them in case there is a change on such information. In case the Platform cannot be accessed or used or if any Employee suffers a damage as a result of false, inaccurate or incomplete information, Feedback4e cannot be held liable and the Customer cannot claim any rights or compensation from Feedback4e.
- The Customer and Employees shall not share the passwords that are given to them for their use of the Platform to third parties (individuals or legal entities). The Customer and the Employees shall be responsible to ensure confidentiality and protection of their passwords. The Customer accepts that it shall be solely responsible for the damages and losses that the Customer, Employees and/or third parties may suffer due to unauthorized use, sharing or loss of any password and it cannot claim any rights or compensation from Feedback4e.
- The Customer and the Employees are responsible for their correspondences, messages, posts and all kinds of documents, texts, graphics, photographs, video and any kinds of content (together “Content”) that they create, upload or share within the Platform and the Customer accepts and undertakes that (i) they have the necessary rights and permissions to share the Content, (ii) the Content will not violate applicable laws and rights of third parties including but not limited their intellectual property rights, trade secrets, privacy and personal rights.
- The Customer shall use the Platform only within the scope and in accordance with the terms defined in this Agreement and shall not offer its usage right with or without consideration to any third parties (individuals, institutions, companies, etc.) or let them use it, except the Employees included in the scope of the Agreement.
- The Customer and the Employees shall not and shall not attempt to (i) take any action that may threaten security of the Website and/or the Platform and/or may be harmful to the Platform, Feedback4e and other users, (ii) take any action that may prevent functioning of the Platform and other software in connection with the Platform or other users’ usage of the Platform, (iii) put a heavy burden on the Platform which may result in the said outcomes, (iv) access source codes of the Platform or infrastructure systems of Feedback4e without authorisation, (ii) copy, delete, or change such information, (iii) use software that will prevent proper functioning of the Platform, (iv) to hinder functioning of any software, hardware and servers or to cause their malfunction, (v) to reverse engineer them or to organize attacks, to keep them busy or to interfere with them otherwise and (vi) to access Feedback4e’s servers. The Customer and the Employees shall not directly or indirectly compete with Feedback4e and the Platform by way of the abovementioned methods or otherwise and shall not directly or indirectly support third parties which act with such purposes.
- In order to ensure the security of the Website and the Platform, the Customer shall install anti-virus software to the devices that the Customer and the Employees will access the Website and the Platform.
- The Customer undertakes that while using the Platform the Employees will comply with the obligations set forth in Article 3- “Rights and Liabilities of the Customer and the Employees” of this Agreement. The Customer accepts to indemnify Feedback4e for all kinds of indirect and direct, negative or positive (menfi veya müspet) losses caused by infringement by any Employees of any of the rules and liabilities set forth in this Agreement. Feedback4e cannot be held liable for all kinds of indirect and direct, negative, positive (menfi, müspet) losses that other Employees or third parties may suffer, caused by usage of the Platform by the Customer or any Employee or the Content that they shared within the Platform or any other activities that they conducted on the Platform or their actions against this Agreement or laws and the Customer cannot have a right of recourse to Feedback4e. Feedback4e is entitled to a right of recourse against the Customer with respect to any third party claims in this matter.
- The Customer is responsible to manage the Employees Accounts. Access to the Employee Accounts are under the Customer’s control and the Customer must close the Employee Account of any Employee who no longer works for the Customer in order to prevent their access to the Customer Account; otherwise Feedback4e cannot be held liable for damages that the Customer or any Employee may suffer due to access of the former employee to the Customer Account.
4.Rights and Liabilities of the Feedback4e
- Feedback4e will back up information and documents that are created or uploaded on the Platform.
- Feedback4e will take all the necessary measures to the extent possible to protect the Website and the Platform from viruses and similar malware.
- Feedback4e can collect data such as the internet service provider that the Customer uses to access the Platform, IP address, date and hours at which the Platform was accessed, pages that are accessed and transactions made while using the Platform and the internet address of the website that enable direct connection to the Platform, in order to improve and enhance the Platform and/or to comply with legal requirements.
- Feedback4e can make alterations on the Platform, publish new versions of the Platform, add new features or remove the existing features of the Platform.
5.Usage Fee and Other Amounts
- The Customer will pay the below mentioned monthly usage fee to use the Platform during the term of this Agreement. Invoices will be issued at the beginning of each quarter (January, April, July, October) following the signing date of the Agreement. Payments shall be made to Feedback4e’s bank account as described in the relevant invoice within 5 (five) business days following the invoice date.
|Monthly Usage Fee per Person for [ ] User||[ ] TL + VAT|
|Setup Fee||[ ] TL + VAT|
|Maintenance Fee||[ ] TL + VAT|
|Standard Integration Fee (optional)||[ ] TL + VAT|
|Person/Day Improvement Fee (optional)||[ ] TL + VAT|
|Extra Admin Training (1 free training)||[ ] TL + VAT|
- In the event that the Customer wishes to increase the total number of users mentioned in article 5.1, monthly usage fee per person shall apply for each additional user and the total monthly usage fee shall be updated accordingly. In the event that the Customer wishes to decrease the total number of users below [ ], monthly usage fee per person shall increase and the updated fees shall be communicated to the Customer.
- The annual usage fee shall be updated each year pro rata to the average of ÜFE (Producer Price Index) and TÜFE (Consumer Price Index).
- Stamp tax, charges and other expenses that are due because of signing of this Agreement shall be borne by the Customer.
6.Intellectual Property Rights
- All the systems including but not limited to all the visual images and designs, texts, logos and graphics and financial, moral and trade rights of the Platform belong to Feedback4e. Feedback4e grants the Customer a right of use for the Platform, which is, unexclusive, unassignable and limited with the duration of the Agreement. This limited right of use granted to the Customer cannot be construed as restricting Feedback4e’s rights regarding the Platform, including its right to grant right of use of the Platform to others.
- It is forbidden to copy and reproduce the information, content and/or software used within the Platform and/or to use, distribute and process them beyond the purposes defined in this Agreement.
7.Processing and Protection of Personel Data
- The parties accept and undertake to comply with the Law No. 6698 regarding Protection of Personal Data (“PPDL”), the General Data Protection Regulation (“GDPR”) and other relevant legislation on the protection of personal data and to take administrative and technical measures to protect personal data.
- The Customer accepts that it acts as the data controller regarding the Employees, whose personal data will be uploaded and shared on the Platform and it is solely responsible to collect explicit consents of the Employees including but not limited to upload of personal data on the Platform and processing of such data by Feedback4e as the data processor, to properly inform them and to fulfil other liabilities pursuant to the applicable law. The Customer accepts that Feedback4e shall have a right of recourse regarding all kinds of claims and losses that it may suffer in this context.
- Provided that the data acquired through the Platform is anonymised, Feedback4e can use such data for analysis and statistical purposes.
8.Limitation of Liabilities
- Feedback4e grants the Customer a right of usage of the Platform on an “as is” basis. The Customer acknowledges that Feedback4e does not make any warranties or representations that the Platform is free from any error or defects or the Platform is in compliance with all kinds of devices and web browsers and their versions or that the usage of Platform will be without interruption. The Customer also acknowledges that Feedback4e does not make any warranties or representations that the usage of the Platform will result in a particular commercial outcome or a specific outcome with respect to the commercial performance of the Customer or work and improvement performances of the Employees and it accepts that it cannot claim any right or compensation for negative or positive (menfi veya müspet), direct or indirect losses, against Feedback4e based on failure to reach such or similar outcomes by using the Platform.
- Feedback4e accepts to fix the errors and/or deficiencies on the Platform, which are caused by its fault within a reasonable time and take the necessary measures to prevent them happening again as quickly as possible in a reasonable manner.
- The Customer acknowledges that Feedback4e cannot be held liable for the problems regarding the access to the Platform or the image quality of the Platform that occur in connection with the quality of service provided by the internet or cloud service provider.
- Feedback4e has no obligation to verify the Content uploaded, created or shared within the Platform by the Customer and the Employees and to investigate whether or not there is an illegal activity caused by the Content. In the event that Feedback4e is faced with third party claims regarding the Content or is required to pay a fine or compensation, the Customer shall indemnify Feedback4e for all negative, positive (menfi, müspet), direct and indirect losses.
- In the event that Feedback4e is faced with third party claims or Employees’ claims or is required to pay a fine or a compensation in connection with the usage of the Platform caused by the Customer’s fault, the Customer shall indemnify Feedback4e for all negative, positive (menfi, müspet), direct and indirect losses, at its first claim.
- Feedback4e cannot be held liable for any negative, positive (menfi, müspet), direct and indirect losses of the Customer, including loss of profit, loss of data, loss of business and loss of reputation in connection with the usage of the Platform, except for losses caused by the gross negligence of Feedback4e.
9.Terms of Agreement
The term of this Agreement shall be three (3) years from the Signing Date unless terminated pursuant to the provisions of Article 10.
10.Termination of Agreement and Consequences
- If Feedback4e finds out or reasonably suspects unauthorized use of the Platform or that inaccurate information has been provided while creating an account within the Platform or that the Platform is used in breach of this Agreement’s terms, it can immediately suspend the right of usage of the Customer and terminate the Agreement with a written notice, its legal rights being reserved.
- Either party can immediately terminate the Agreement with a written notice, its legal rights being reserved, in the event of bankruptcy or liquidation of the other party.
- If one of the parties breaches the Agreement or does not comply with its obligations under the Agreement, and fails to remedy the breach within 15 (fifteen) days after receiving notice thereof from the other party, the other party shall have the right to terminate the Agreement with a written notice, its legal rights being reserved.
- Neither party can be held liable for damages and losses suffered by the other party because of its failure to fulfil, to duly fulfil or to fulfil on time, any of its obligations under this Agreement due to a force majeure event, which is not under such party’s control, is unforeseen and irresistible. Force majeure events are events such as natural disaster, riot, war, strike, malfunctions resulting from telecommunication infrastructure, power cut and bad weather conditions. The party affected by a force majeure event must immediately inform the other party in writing. If the force majeure event lasts longer than 1 (one) month, the other party which is not affected by the majeure event can unilaterally terminate the Agreement. If both parties are affected by a force majeure event, either party can terminate the Agreement.
- This Agreement is subject to the laws of the Republic of Turkey and any dispute with respect to this Agreement or usage of the Platform shall be settled in Istanbul (Caglayan) Courts and Execution Offices.