FaturaMerkez SaaS Terms and License Agreement

Version: FM-SAAS-2026-09-V1
Effective date: 8 September 2026

The Turkish version is the authoritative agreement for the initial Turkish market to the extent legally permissible.

1. Parties

This Agreement is made electronically between EFDA LABS TEKNOLOJİ VE BİLİŞİM HİZMETLERİ SANAYİ TİCARET LİMİTED ŞİRKETİ (“FaturaMerkez”) and the professional accounting office, business or professional organization identified during registration (“Office”).

Registered address: ATAKÖY 7-8-9-10. KISIM MAH. ÇOBANÇEŞME E-5 YAN YOL CAD. ATAKÖY TOWERS A BLOK NO: 20/1 İÇ KAPI NO: 70 BAKIRKÖY / İSTANBUL. Tax Office: Bakırköy Vergi Dairesi. Tax Identification Number: 3241211915. Operational contact: [email protected].

2. Definitions

1. Admin: an Office user who administers the account and represents that they may accept this Agreement for the Office.
2. User: an Admin, Staff, Reviewer or Viewer authorized by the Office.
3. Client: a taxpayer, customer or service recipient whose workflow the Office manages.
4. Service: the FaturaMerkez web application, related APIs, client portal and enabled features.
5. Document: an invoice, receipt, bank transaction, report or other business record processed through the Service.
6. Integration: a connection with a bank, e-invoice integrator, accounting system, retail/payment system or other provider.
7. Subscription: the paid commercial entitlement defining plan, billing period and usage limits.
8. Trial: the initial 14-day evaluation period provided without payment.
9. Payment Provider: an authorized third-party provider used for payment processing, card tokenization/storage and recurring billing where applicable.

3. Scope and SaaS license

During an active Subscription or Trial, FaturaMerkez grants the Office a limited, non-exclusive, non-sublicensable and non-transferable right to access the Service remotely for its internal professional workflows. Authorized Office Users may use that right. No source code, infrastructure or intellectual-property ownership is transferred.

4. Admin authority and electronic acceptance

The Admin represents that they have authority to bind the Office. Selecting an unselected acceptance box and submitting the acceptance, together with the recorded version, content hash, time, user and server-observed connection metadata, constitutes an electronic acceptance record. These records may be retained under applicable law as evidence of the contractual relationship, the accepted version and the acceptance action.

5. Accounts and access

The Office must keep account information accurate, grant access only to authorized people, assign least-privilege roles, promptly revoke departed users and protect credentials. Users may not share passwords. Suspected unauthorized access must be reported without undue delay.

6. Service functions

Depending on implemented modules and the applicable plan, the Service may support document collection and import, information extraction, review queues, possible issue/duplicate/anomaly indicators, expected-evidence and period-readiness workflows, accounting preparation and drafts, export or handoff, bank-transaction intake, Integrations and Client Portal workflows. Mentioning a function does not promise that it is enabled in every plan or permanently available.

7. Professional accounting control

FaturaMerkez assists professional accounting workflows. It does not replace the SMMM, accountant or other authorized professional; make statutory filing decisions; guarantee tax or accounting compliance; guarantee collection of every possible document or transaction; or certify statutory completeness of an accounting period. Period Readiness, Expected Evidence, alerts and drafts are operational aids and do not constitute a statutory close. Final professional and tax decisions remain under authorized human control.

8. Automated processing

Where implemented, extraction, classification, matching, recommendations or anomaly signals may be automated. Outputs can be incomplete or wrong due to source quality, format, third-party data and technical limitations. The Office must arrange appropriate professional review and must not treat machine-generated output as infallible.

9. Office data and lawful authority

The Office is responsible for having the rights, authority, legal basis and required notices for data and Documents it uploads or instructs FaturaMerkez to process. It is responsible for source-data accuracy and for the lawful acquisition and professional use of Client data. The Office retains its rights in uploaded source data and grants FaturaMerkez only the limited permission needed to provide, secure and support the Service and comply with law.

10. Credentials and third-party Integrations

The Office must be authorized to use credentials supplied for an Integration and must remove unnecessary provider permissions. External providers control their own APIs, authentication, formats, quotas, fees and availability. Provider changes or outages may affect the Integration; permanent compatibility with every third-party API is not guaranteed.

11. Security and confidentiality

Each party applies technical and organizational measures proportionate to its risks. The Office uses secure devices, current software, strong credentials and appropriate roles. Each party uses confidential commercial, technical, financial, customer or operational information only to perform this Agreement and discloses it only on a need-to-know basis to persons under suitable confidentiality duties, except where law requires disclosure.

12. Personal data

The Privacy Notice describes FaturaMerkez’s processing for account administration, platform security, support and billing. The Office remains responsible for its obligations to its Clients and personnel. The Data Processing and Confidentiality Addendum, included in the same accepted package, governs Client data processed on the Office’s instructions.

13. Trial, paid conversion and recurring subscription

Unless expressly stated otherwise, a new Office receives a 14-day free Trial. A payment card is not required for the Trial. Expiry of the Trial does not automatically create a paid Subscription and does not by itself cause a charge. To become a paying customer, the Office must expressly select a paid plan and establish a valid payment method or another agreed payment arrangement.

After a paid Subscription starts, it renews automatically for the selected monthly or annual billing period unless the Office cancels the next renewal. The applicable fee and commercial terms for the next period apply subject to any notices required by law or the agreed commercial arrangement. Material price changes are communicated for future periods.

A compliant invoice or other required fiscal document is issued for each successful paid Subscription charge or renewal according to applicable Turkish tax and invoicing rules. Payment and fiscal automation may be operated through authorized third-party providers.

14. Payment method and card-data handling

FaturaMerkez's payment architecture does not require full card numbers or CVV values to be stored in the FaturaMerkez application database. Card storage, tokenization and recurring-payment authorization are handled by an appropriate Payment Provider. FaturaMerkez may retain provider customer/payment-method references and limited non-sensitive display information such as card brand and last four digits where permitted and necessary for account administration.

Payment Provider outages, expired cards, bank declines and other external payment failures may be outside FaturaMerkez's control. The Office is responsible for maintaining a valid payment method for continuation of a paid Subscription.

15. Cancellation and refunds

The Office may cancel the next automatic renewal at any time. Cancellation normally does not terminate an already-paid period early; the Office may continue using the Service until the end of that paid term, after which the Subscription expires.

No routine prorated refund is provided for unused days in an already-paid period. Duplicate or incorrect charges, refunds required by mandatory law, or exceptional customer-resolution cases expressly approved by FaturaMerkez remain unaffected. Separately agreed annual, enterprise or proposal-specific commercial terms prevail where applicable.

16. Failed payment and dunning lifecycle

If a renewal or other due payment cannot be collected, FaturaMerkez may notify the Office through registered email and/or in-app channels and may retry collection where supported by the Payment Provider.

The first 7 days after the initial failed payment are intended as a payment-correction grace period, during which normal Service may continue. If payment remains unresolved after 7 days, the account may enter read-only mode. In read-only mode, existing information may remain viewable and supported exports/downloads and account/payment administration may remain available, while new uploads, processing, Integration synchronizations and other new production activities may be disabled.

If the payment issue remains unresolved for 30 days after the first failed payment, the paid Subscription may be terminated. A later new Subscription does not suspend the post-termination retention and deletion lifecycle unless the account is validly reactivated before deletion.

17. Availability, maintenance and SLA

Maintenance, urgent security work, infrastructure incidents, internet failures and provider outages may temporarily affect the Service. FaturaMerkez aims to provide reasonable continuity, security and appropriate notice where practical.

This general Agreement does not promise a specific uptime percentage, guaranteed support-response time, service credit or other formal Service Level Agreement (“SLA”). A separately signed Enterprise/customer-specific SLA may be offered later and applies only to the customer and scope expressly covered by that document.

18. Acceptable use

The Service may not be used for unlawful activity, unauthorized access, security bypass, malware, attacks, credential abuse, infringement, misleading data generation or unauthorized resale. Reverse engineering or attempts to obtain source code are prohibited except where mandatory law expressly permits otherwise.

19. Intellectual property

FaturaMerkez or its licensors retain rights in the software, design, brand, documentation and general methods. The Office retains appropriate rights in its uploaded source data and Documents and grants only the limited processing permission needed to provide, secure and support the Service and comply with law.

20. Suspension and termination

Access may be proportionately suspended for material breach, security risk, prohibited use, unauthorized access, non-payment or legal necessity. Where practicable, curable breaches receive a reasonable cure opportunity.

The Trial expires at the end of day 14 unless the Office expressly starts a paid Subscription. A paid Subscription ends at the end of its paid term after cancellation, or according to the failed-payment process where non-payment remains unresolved. Earlier termination rights for material breach or legal necessity remain unaffected.

21. Post-termination access, retention and deletion

After a Subscription or Trial terminates, the Office is intended to receive up to 30 days of restricted access where technically and legally feasible, primarily to view existing data and complete supported exports/downloads. New uploads, processing, automatic synchronization or new accounting production may be unavailable during this transition period.

Customer business data and Documents in active production systems are retained for no more than 60 days after termination and are then deleted or anonymized from active systems, except for limited records that must be retained separately for legal obligations, security/audit purposes, agreement evidence, billing or dispute handling.

Copies removed from active systems may remain temporarily in encrypted rolling backups. The target backup lifecycle is approximately 30 additional days after active-system deletion, so normal operational backups should not retain customer business data beyond roughly 90 days from termination. Backups are not intended to operate as an ordinary customer-accessible archival or restoration service.

The Office should not treat FaturaMerkez as its sole permanent statutory archive and remains responsible for taking timely exports required for its own legal/accounting retention obligations.

22. Warranties and liability

FaturaMerkez aims to provide the Service with reasonable care and according to its described general function. It is not a professional opinion, statutory certification or guarantee of perfect data output. Subject to mandatory law, each party is responsible for proven, foreseeable direct loss caused by its breach.

To the extent permitted by applicable law, FaturaMerkez's aggregate contractual liability arising from this Agreement or the Service is capped at the total Subscription fees actually paid by the relevant Office to FaturaMerkez during the 12 months preceding the event giving rise to liability. If the Office has been a paying customer for less than 12 months, the fees actually paid during that shorter paid period are used.

Fraud, wilful misconduct, gross negligence, mandatory personal-data liabilities and other liabilities that cannot lawfully be limited remain outside this cap. Indirect loss and lost-profit liability are assessed subject to applicable mandatory law.

23. Force majeure

An obligation affected by events outside a party’s reasonable control—including natural disaster, war, public-authority action, widespread utility/communications failure or systemic cyber incident—is suspended for the duration of the impediment. The affected party makes reasonable mitigation and notice efforts.

24. Changes and immutable versions

A material change is published as a new immutable version and requires renewed Admin acceptance. Historical acceptance and its content hash remain intact. This V1 package may be updated before any real production tenant accepts it; after the first production acceptance, a material legal change requires a new version rather than silently changing V1.

25. Notices

Operational notices may be sent to the registered email, in-app channel or support channel. Operational requests may be sent to [email protected]. Formal notices subject to mandatory form requirements follow applicable law and the company's registered address; any future KEP or other official electronic-notice channel will be communicated when established.

26. Assignment and entire agreement

The Office may not assign this Agreement or account without FaturaMerkez's written approval. Corporate reorganizations remain subject to applicable law and required notices. This Agreement, incorporated addenda and accepted commercial terms form the applicable arrangement between the parties. Invalidity of one provision does not automatically invalidate the remainder.

27. Governing law and disputes

Turkish law governs this Agreement. Jurisdiction is determined considering merchant status, registered offices, place of performance and mandatory Turkish jurisdiction rules.

28. Effective date and entire package

This version takes effect for the Office when accepted electronically by its Admin. The Data Processing and Confidentiality Addendum is an integral part of the same acceptance package.

Data Processing and Confidentiality Addendum

Agreement package: FM-SAAS-2026-09-V1

This Addendum provides a data-processing and confidentiality framework where the Office processes information about its Clients, personnel or business relationships through FaturaMerkez. It is based on Türkiye's Law No. 6698 on the Protection of Personal Data (“KVKK”) and related Turkish rules.

1. Roles

To the extent the Office determines the professional purpose and essential means of processing Client data, it may act as data controller or, depending on the underlying relationship, an authorized processor. FaturaMerkez principally processes uploaded Client data on the Office’s documented instructions. FaturaMerkez separately acts for its own account administration, security, abuse prevention, billing and legal-compliance processing.

2. Instructions and purpose

The Agreement, enabled product functions, User actions and support requests form the Office’s general instructions. FaturaMerkez processes data to provide, secure and support the requested Service and to meet legal obligations. An instruction manifestly contrary to law may be suspended and, unless prohibited, reported to the Office.

3. Data subjects and data

Processing may concern Client representatives, personnel, customers, suppliers and transaction parties, and may include identity/contact details, tax and commercial records, invoices and receipts, bank transactions, accounting classifications, audit records and Integration data. Unnecessary sensitive data should not be uploaded; where necessary, the Office determines the legal basis and additional safeguards.

4. Confidentiality and security

Personnel access is limited by role, need and confidentiality duty. FaturaMerkez applies risk-proportionate measures such as authentication, authorization, tenant separation, secure transmission, secrets protection, audit/event records, backup, security updates and access review. The Office secures its endpoints, credentials and User lifecycle.

5. Subprocessors and providers

FaturaMerkez may use providers for hosting, storage, email, support, monitoring, payment/invoicing or Integrations and applies appropriate contractual and confidentiality measures with access limited to need. Providers may change as product and infrastructure requirements evolve.

6. International transfers

A provider’s infrastructure may involve processing or access outside Türkiye. Such transfers are handled subject to the applicable KVKK international-transfer requirements, taking into account the provider, location, contract and technical setup.

7. Security incidents

After learning of a confirmed personal-data breach affecting Office data, FaturaMerkez will provide available information about its nature, likely impact and mitigation without unreasonable delay so the Office can assess its duties.

8. Requests and legal demands

Where a request relating to Office-controlled data is received, FaturaMerkez will, subject to identity and legal restrictions, refer it to the Office and reasonably assist using available product and system capabilities. Legally binding authority requests are answered only to the extent required, and the Office is notified unless prohibited.

9. Return, deletion and retention

During active Service, data is retained while needed for the instructed purpose and enabled product functions. After a Trial or Subscription ends, the current product policy is to provide up to 30 days of restricted view/export access where technically and legally feasible.

Customer business data and Documents are deleted or anonymized from active production systems no later than 60 days after termination. Limited records required for law, billing, security/audit, agreement evidence or disputes may have separate retention periods.

Copies removed from active production systems may remain in encrypted rolling backups for approximately 30 additional days. The target is that normal operational backups do not retain customer business data beyond roughly 90 days from termination. Backups are not intended as an ordinary customer-accessible archive or daily restoration service.

10. Assurance and priority

Subject to confidentiality and other tenants’ security, FaturaMerkez may answer reasonable compliance questions with current policies, technical descriptions or independent assurance where available. Any justified audit must have reasonable notice and scope and must not compromise security. This Addendum prevails over the main Agreement for conflicting personal-data processing terms and continues while Office data is processed and for obligations that survive by nature.