Distance Sales Agreement

1. Parties

PROVIDER (SELLER): W3 Bilişim Teknolojileri ve Yazılım Hizmetleri Limited Şirketi. Address: Cevizli Mah. Zuhal Cad. Ritim İstanbul A5 Blok No: 46 E İç Kapı No: 179 Maltepe / İstanbul. Tax office/number: Kartal V.D. · 7881052037. MERSİS: 0788-1052-0370-0001. Trade registry number: 381250-5. Telephone: +90 532 476 9667. E-mail: hello@w3.net.tr. Website: https://www.opencartextra.com. Referred to in this agreement as the “Provider” or “OpencartExtra.com”.

BUYER (CUSTOMER): ………. Tax/national identity number: ………. Tax office: ………. E-mail: ………. Telephone: ………. Address: ………. Referred to in this agreement as the “Buyer” or “Customer”.

The Buyer confirms that the information declared in the order form is accurate and complete, and undertakes to notify the Provider of any change without delay. Notices are sent to the e-mail addresses written above, and notices sent to those addresses constitute valid service.

2. Subject matter

The subject matter of this agreement is the determination of the characteristics, price, payment method and performance of the service ordered electronically by the Buyer after completing the order steps at https://www.opencartextra.com, and of the rights and obligations of the parties.

The Provider does not sell physical goods over the internet. The payment surface on the site serves to collect service fees from customers who are served, or have agreed to be served.

The Buyer acknowledges having read, understood and accepted this agreement and the Pre-Contractual Information Form electronically before confirming the order, and that the record of the moment the contract was concluded is retained in the Provider's systems.

3. Definitions

Service: custom development, integration, technical support, maintenance and optimisation, managed hosting and domain name registration work for OpenCart-based e-commerce stores.

Proforma: the numbered document, accessible through a link specific to the Buyer, showing the order items, the net amount, VAT and the total. Once payment is completed the same document is regenerated with a PAID stamp and serves as the payment receipt.

Business day: Monday to Saturday, excluding public holidays.

Payment Institution: PayTR Ödeme ve Elektronik Para Hizmetleri A.Ş., authorised under Law no. 6493 and used to collect card payments where a credit card option is offered.

Registrar: the ICANN-accredited third-party organisation with which a domain name registration is made.

4. Characteristics, term and scope of the service

The type of service ordered, its items, quantity or term, unit price and total price appear in the order summary in article 5 of this agreement and in the proforma document.

For hourly work the scope is limited to the list of sub-tasks in the quotation and the proforma document. Quoted effort is the analysed effort plus an allowance for testing, deployment and handover. Requests outside that scope are the subject of a separate quotation. Where it becomes apparent that the effort estimate will be exceeded, the Provider informs the Buyer and obtains fresh approval before carrying out additional work.

For monthly support and maintenance packages the service covers the engineer hours included in the package, the response times defined in the Support & Maintenance Service Level Agreement (SLA) and the routine maintenance items. Unused hours carry over for 60 days.

For managed hosting the scope is the provision or configuration of the server and the installation and management of the operating system, web server, PHP, database, cache, SSL, firewall, backup and monitoring components. Package contents, purchase terms and the access model are set out in the Hosting Purchase Terms and in the Managed Hosting & Server Service Agreement.

For the domain name registration service the scope is the registration of the selected .com or .net domain name in the Buyer's name, for the selected term, with a Registrar. The details are in the Domain Name Registration Terms.

The Provider does not sell off-the-shelf packages, themes or modules; every piece of work is scoped to the Buyer's request.

5. Order summary, price and taxes

Order number: ………. Order date: ……….

Order items: ………

Net amount: ………. Value added tax (20%): ………. Total price including taxes: ……….

List prices are set in US dollars excluding VAT; collection is made in Turkish lira. ………

No shipping, delivery or similar additional cost is added to the total price for services performed electronically. Setup and migration from an existing hosting provider are free of charge.

Prices are valid on the date they are announced. The amount of an approved proforma does not change during the validity period of the document (7 days).

6. Payment terms

Payment method: ………. Payment is made by bank transfer/EFT to the bank account the Provider states on the proforma, and is confirmed once the amount reaches the account. Where a credit card option is offered, card payments are taken in a single instalment through the 3D Secure enabled payment screen of the Payment Institution; instalment payments are not offered.

Where a card payment is made, the card number, expiry date and security code (CVV) never enter the Provider’s systems at any stage and are never seen or stored by the Provider. That information is processed only on the Payment Institution’s own screen.

No automatic recurring (subscription) charge is made and card details are not stored for future use. Each collection takes place through a separate order confirmation.

Payment is deemed complete once the notification received from the payment institution has been verified. Returning from the payment screen does not by itself mean that payment has been completed; the status of the order is determined solely by the verified notification.

The Turkish lira amount shown in the order summary is fixed for 30 minutes. If payment is not completed within that period the order is repriced at the current exchange rate.

If the amount collected is lower than the order amount, the contract is not concluded, performance does not begin and the amount collected is refunded to the Buyer; the Buyer is notified accordingly.

The Buyer may also pay by bank transfer/EFT. In that case the account details on the proforma document are used, the proforma number is written in the description field, and payment is confirmed once it reaches the account.

The official invoice for the payment is issued within the periods prescribed by the applicable legislation and sent to the e-mail address notified by the Buyer.

7. Performance, delivery and acceptance

The Provider begins performance once payment has been verified. Under article 16 of the Regulation, the period of performance never exceeds thirty days from the conclusion of the contract.

For hourly work, the work is wherever possible carried out on a staging copy of the store, tested and submitted for the Buyer's preview. If the Buyer does not object in writing within 7 days of handover the work is deemed accepted. Defects attributable to the Provider that are identified after acceptance are remedied free of charge for 30 days.

For managed hosting orders, server installation and delivery of access details are normally completed within one to three business days. Migration is rehearsed first; the final synchronisation and DNS switchover are performed at a low-traffic hour.

Domain registration is completed within one business day of payment being verified and the outcome is notified to the Buyer by e-mail.

Delays attributable to the Buyer (failure to provide access details, to give approval or to send required content or information) suspend the performance periods, and such periods are not counted towards the period of performance.

Problems arising from changes in third-party extensions, themes, payment institutions or marketplace APIs fall outside the warranty and are the subject of a separate quotation.

8. Specific provisions on the domain name registration service

Domain registration is carried out with an ICANN-accredited third-party Registrar. In that transaction the Provider acts as an intermediary on behalf of the Buyer; the registrant of the domain name is the Buyer.

The indication that a domain “appears to be available” shown during the order is a point-in-time finding based on a public registration lookup (RDAP/WHOIS) and is not a guarantee of allocation. Because domain names are allocated worldwide on a first-come, first-served basis, a domain name may have been registered by a third party in the time between the lookup and the completion of registration.

If for any reason the domain name ordered cannot be registered in the Buyer's name (because it has been registered by a third party, because the registrar refuses the request, or because the name is restricted or reserved), the Provider notifies the Buyer without delay and, at the Buyer's choice, either refunds the full amount paid or, with the Buyer's approval, registers an alternative domain name. The Provider has no further liability in that event.

Domain registration is offered for the .com and .net extensions, for a minimum term of three and a maximum term of ten years. Once registration is complete the term cannot be shortened and the registration cannot be cancelled for a refund; the fee has been transferred to the Registrar.

The Buyer acknowledges that the name, address, e-mail and telephone details provided for the registration are accurate and current, that ICANN rules require those details to be verified, and that the domain name may be suspended if the verification e-mail is not confirmed within the applicable period.

Responsibility for renewal lies with the Buyer. The Provider takes care to send a reminder before the term ends, but cannot be held liable for the loss of a domain name due to non-renewal. Renewal fees are priced separately at the list price in force on the renewal date.

Transferring a domain name to another registrar is not a service offered under this agreement; such requests are assessed separately on request.

The Buyer is responsible for the use of the domain name, for ensuring that it does not infringe the trade marks and intellectual property rights of third parties, and for dispute resolution processes such as UDRP/URS.

9. Specific provisions on the managed hosting service

Hosting is purchased in advance for the term selected in the order (1, 3, 6, 12 or 24 months). The term starts on the day the server is opened for the Buyer's use.

The service does not renew automatically at the end of the term and no automatic charge is made. To continue, a new order is placed or a new proforma is issued. The Provider takes care to send a reminder a reasonable time before the term ends.

Servers are used solely for the Buyer's e-commerce store and related systems. Hosting unlawful content, sending unsolicited bulk e-mail, distributing malware, infringing copyright and attacking third parties are prohibited.

Access is provided over SFTP and through the management panel offered by the Provider; no third-party control panel is provided. Operating-system level administration remains with the Provider.

Backup, monitoring, the availability target, maintenance windows, resource overage and suspension conditions are set out in the Managed Hosting & Server Service Agreement and the Hosting Purchase Terms; those documents are annexes to this agreement.

If the service ends, the Buyer may request a full export of its data within thirty days. At the end of that period the data may be permanently deleted.

A hosting package does not include a domain registration; a domain name is purchased as a separate item or the Buyer's existing domain name is used.

10. Right of withdrawal

A Buyer who qualifies as a consumer may withdraw from the contract within fourteen (14) days from the date the contract is concluded, without giving any reason and without paying any penalty.

The withdrawal notice is sent in writing to hello@w3.net.tr, or to W3 Bilişim Teknolojileri ve Yazılım Hizmetleri Limited Şirketi, Cevizli Mah. Zuhal Cad. Ritim İstanbul A5 Blok No: 46 E İç Kapı No: 179 Maltepe / İstanbul, before that period expires. The burden of proving that the notice was sent within the period lies with the Buyer.

Within fourteen days of a valid withdrawal notice reaching us, the amount collected is refunded by the method used for payment: to the bank account the transfer came from, or, where a card was used, to the account linked to that card. The time it takes to appear in the account depends on the bank’s processing times.

No cost is charged to the Buyer because of the withdrawal.

11. Cases in which the right of withdrawal cannot be exercised

Under article 15 of the Distance Contracts Regulation, the right of withdrawal cannot be exercised in the following contracts:

Art. 15/1-b — Work prepared in line with the Buyer's requests or personal needs: code, theme changes, integrations and similar bespoke work developed specifically for the store.

Art. 15/1-ğ — Services performed instantaneously in an electronic environment or intangible goods delivered instantaneously: registration of a domain name with a registrar, allocation of a server and opening it for access, and similar operations.

Art. 15/1-h — Services the performance of which has begun with the Buyer's approval before the withdrawal period expires: the Buyer separately approves the statement in the order summary reading “I request that performance of the service begin before the 14-day withdrawal period expires; I understand that I will lose my right of withdrawal once performance begins.” That approval ends the right of withdrawal at the moment performance begins.

Where performance has begun but the right of withdrawal is still available, the price of the part performed up to that moment is charged to the Buyer; that amount is calculated by multiplying the engineer hours spent by the hourly rate in the order and is notified on an itemised basis.

The detail of cancellations, refunds and exceptions is set out in the Cancellation and Refund Policy.

12. The Buyer's obligations and declarations

The Buyer is required to provide the access details needed for performance (admin panel, FTP/SSH, hosting panel, domain management) accurately and in good time.

The Buyer ensures that a current backup exists before the service, or requests that the Provider take one.

The Buyer acknowledges that it holds the licences for the themes, extensions and content used in its store, and that it is solely responsible for the lawfulness of the products and content it offers.

The Buyer declares that it is authorised to use the payment instrument used in the order. All legal and criminal liability for unauthorised use of a payment instrument rests with the Buyer.

The Buyer is responsible for the accuracy of its invoicing details. Costs arising from the correction of an invoice issued on the basis of an incorrect declaration are charged to the Buyer.

13. Default and suspension

If the payment fails or the price cannot be collected for any reason, the order is deemed not to have been concluded and performance does not begin.

For amounts paid by bank transfer/EFT and not paid when due, the Buyer falls into default without any need for notice. In that case the Provider may suspend the service and may claim, within the limits of Law no. 6502 in consumer transactions and under Law no. 3095 in commercial transactions, the advance interest rate applied in commercial matters.

In the event of late payment or misuse of the service, the Provider may suspend the service after informing the Buyer; fees continue to accrue during suspension.

If a card payment is unjustifiably disputed by the Buyer after completion (chargeback), the Provider reserves the right to suspend the service and to claim the resulting loss.

14. Protection of personal data and commercial electronic messages

Personal data processed during the order and payment process is processed in accordance with Personal Data Protection Law no. 6698, within the purposes, legal grounds and retention periods explained in the Payment Processing Privacy Notice.

Payment, invoice and approval records are retained for ten years because of the retention obligations under the Tax Procedure Law and the Turkish Commercial Code and because of evidential requirements.

Commercial electronic messages containing campaigns and announcements are sent only where the Buyer has given separate and express consent; that consent may be withdrawn free of charge at any time. Informational messages concerning the order, payment, invoice, performance and support processes are not commercial electronic messages within the meaning of Law no. 6563 and are therefore not subject to that consent.

15. Evidential agreement and record of approval

This agreement is concluded when the Buyer ticks the relevant approval boxes electronically and presses the “Confirm order with obligation to pay” button.

Record of approval: This agreement was approved on ……… from IP address ………. Approved document version: 1.1.

The parties agree that the electronic records held in the Provider's systems — including the date and time of approval, the IP address at the moment of approval, the approved document version, the order and payment records, server logs and e-mail records — constitute conclusive evidence within the meaning of article 193 of the Code of Civil Procedure no. 6100. This article constitutes an evidential agreement between the parties.

For Buyers who qualify as consumers, the mandatory provisions of Law no. 6502 and the rules of evidence favouring the consumer are reserved.

The Provider retains the records of the moment of approval for ten years for evidential purposes and provides them to the Buyer on request.

16. Force majeure

Events beyond the will and reasonable control of the parties (natural disaster, war, mobilisation, epidemic, cyber attack, general failures in electricity and internet infrastructure, changes in legislation, decisions of public authorities, outages originating from third-party data centres or registrars) constitute force majeure.

In the event of force majeure, performance of the obligations is suspended for as long as the event continues. If force majeure lasts more than thirty days, either party may terminate the agreement without compensation; in that case the price of the unperformed part is refunded to the Buyer.

17. Resolution of disputes

Turkish law applies to disputes arising out of this agreement.

Buyers who qualify as consumers may bring disputes before the District/Provincial Consumer Arbitration Committees or the Consumer Courts of their place of residence or of the place where the transaction was carried out, within the monetary thresholds updated each year by the Ministry of Trade. Applications may also be made electronically through TÜBİS.

For Buyers who do not qualify as consumers (merchants or tradespeople), the Istanbul (Anadolu) Courts and Execution Offices have jurisdiction; provisions on mandatory mediation as a condition of action in commercial disputes are reserved.

The parties first attempt to resolve any dispute in good faith through correspondence.

18. Entry into force

This agreement was concluded and entered into force upon the Buyer's electronic approval. The agreement consists of eighteen articles.

A copy of the agreement, together with the Pre-Contractual Information Form and filled in with the order details, is sent to the e-mail address notified by the Buyer; both documents are also accessible in the legal documents section at https://www.opencartextra.com.

The invalidity of any provision of this agreement does not affect the validity of the remaining provisions.

The Provider may update the text of this agreement with prospective effect. The version in force and approved by the Buyer at the time of the order applies to that order; subsequent changes do not affect contracts already concluded.