Overview
Our goal is to help you build your digital presence in an easy and reliable way, with our relationship always based on clarity and mutual respect.
1. Definitions and Terminology
1.1 Sayti:
- Refers to the website Sayti.net, its affiliates, and contracted service providers.
1.2 Customer:
- Any legal entity (company/organization) that enters into this Agreement and uses the Services.
1.3 Services:
- Sayti’s services for creating and operating websites and online stores, including but not limited to design/development, hosting, integrations, technical support, upgrades, migrations, training, and consultancy.
1.4 Core Platform:
- Any third-party software or solution on which Sayti relies to deliver the Services, including Odoo Enterprise/Community and its cloud or self-hosting environments.
1.5 Odoo Agreement:
- The Odoo Enterprise Subscription Agreement and any related licenses or policies issued by Odoo SA, which exclusively govern the licensing and use of the Odoo software.
1.6 User:
- Any active account with permissions to create or modify within the provided solution. Portal users with limited access are not counted as billable Users unless otherwise specified in the Order Form.
1.7 App:
- A specialized set of functionalities that can be installed within the Core Platform.
1.8 Extra Module:
- Code/customizations that add features or modify the standard behavior of the Core Platform, developed by the Customer, Sayti, or a third party.
1.9 Covered Extra Module:
- An Extra Module for which the Customer opts to pay a maintenance fee in order to receive support, upgrades, and bug fixing.
1.10 Bug:
- Any failure that results in a complete outage, critical execution error, or security vulnerability, and that is not caused by incorrect installation or configuration by the Customer.
1.11 Covered Versions:
- The three most recent major releases of the Odoo software, in line with Odoo’s versioning policy.
1.12 Subscription Plan:
- The written package agreed between the parties that specifies the included apps, features, and hosting option.
1.13 Personal Data:
- Any information relating to an identified or identifiable natural person, as defined under applicable laws (e.g., GDPR where applicable).
1.14 Cloud Hosting:
- Hosting of the solution on infrastructure managed by Odoo/Sayti and accessed remotely.
1.15 Self-Hosting:
- Hosting of the solution on systems controlled by the Customer and outside of Sayti’s control.
1.16 SLA:
- The agreed Service Level Agreement (e.g., response time, availability, backups, disaster recovery), whether included within this Agreement or in a separate annex.
1.17 DPA:
- The Data Processing Agreement between Sayti and the Customer (and its subprocessors) defining roles and technical/organizational measures.
1.18 AUP:
- The Acceptable Use Policy setting out permitted and prohibited behaviors.
1.19 Subdomain:
- A free domain automatically created forCustomers in the format yourcompany.sayti.net, which remains accessible to reach the Customer’s website.
1.20 Custom Domain:
- A domain owned or registered for the Customer, which may be linked to the website in accordance with the selected plan and applicable registration/renewal fees.
1.21 Interpretation of General Terms
- Words in the singular include the plural and vice versa. Terms such as “including” shall be interpreted as “including but not limited to.” Section headings are for convenience only and do not affect legal interpretation.
2. Scope of Services and Relationship Structure
2.1 Role of Sayti as Service Provider
- Sayti acts as an independent contractor and service provider to the Customer. Its role is limited to delivering solutions for the creation, management, and support of websites and online stores, relying on the Core Platform (Odoo) or other platforms as needed.
2.2 Disclosure of the Core Platform (Odoo)
- The Customer acknowledges and agrees that some or all of the Services may be delivered through the Odoo software and its cloud or self-hosted environments. The contractual relationship regarding the Odoo license remains strictly between the Customer and Odoo SA (the Core Platform provider), whereas this Agreement governs the relationship between the Customer and Sayti with respect to Services, deliverables, fees, and support.
2.3 Precedence and Non-Conflict
- With respect to the licensing and use of Odoo, the Odoo Terms and Conditions shall prevail (including usage restrictions and verification requirements).
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In all other respects, this Agreement governs the service relationship between Sayti and the Customer.
- In case of conflict between this Agreement and any other agreement with Odoo, the Odoo agreement shall apply solely to the use of the Odoo software, while all other aspects of the Services remain governed by this Agreement.
2.4 No Agency or Partnership
- Nothing in this Agreement shall be construed as creating an agency, partnership, or joint venture between Sayti and the Customer, or between Sayti and Odoo SA. Each party remains legally and financially independent.
2.5 Service Limitations
- The provision of specialized legal or tax advice.
Any obligations not expressly set out in this Agreement or the applicable Order Forms.
3. Term and Renewal
3.1 Term
- The term of this Agreement begins on the date the Customer signs or accepts the proposal/service order and continues for the period specified in the applicable Order Form or approved proposal.
3.2 Automatic Renewal
- Upon expiration of the initial term, this Agreement shall automatically renew for successive periods of equal length and under the same conditions, unless either party provides written notice of non-renewal at least 30 days prior to the end of the then-current term.
3.3 Fee Adjustments upon Renewal
- Sayti reserves the right to adjust subscription fees at renewal by no more than 20% compared to the previous term, in order to account for inflation, operational costs, or changes in the official pricing of the Core Platform provider (Odoo).
- If there are additional fees associated with using an unsupported version or extra services, they shall not be included in the calculation of the 20% share and will be accounted for separately.
3.4 Termination Prior to Renewal
- The Customer may terminate this Agreement before automatic renewal, provided that written notice is given within the required timeframe.
3.5 Survival of Obligations
- The expiration or non-renewal of this Agreement shall not affect any financial or legal obligations previously incurred by either party, which shall remain in force until fully satisfied.
4. Access to the Software and Hosting Options
4.1 Cloud Hosting Option
- The infrastructure is managed and operated by Sayti or the Core Platform provider (Odoo SA).
- The Customer is granted access to manage their website or online store strictly within the limits of the features included in the selected plan.
- The service includes automated backups, security updates, and infrastructure maintenance in accordance with the applicable Service Level Agreement (SLA).
4.2 Self-Hosting Option
- The Customer hosts the software on its own systems, which are outside the control of Sayti.
- The Customer bears full responsibility for server setup, backups, maintenance, and data security.
- Sayti’s responsibility is limited to technical support or additional services expressly agreed upon in a separate Order Form.
4.3 License and Use of the Software
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The Core Platform provider (Odoo SA) grants the Customer a non-exclusive, non-transferable license to use the software under the terms of the Odoo License.
- This license automatically terminates upon the expiration or cancellation of the Odoo subscription or this Agreement.
- The Customer may not copy, modify, resell, or attempt to reverse-engineer the software except to the extent expressly permitted under the license.
4.4 Verification and Permitted Use
- The Customer agrees to enable the software component responsible for verifying license validity, number of Users, and installed Apps.
- The Customer is prohibited from disabling or circumventing verification systems.
- In case of breach, the Core Platform provider or Sayti may impose additional fees of up to 300% of the official list price for the actual number of Users.
4.5 Access Restrictions by Plan
- Access rights to the control panel and available features vary depending on the selected subscription plan, and the Customer is not entitled to features not included in their plan.
- Each subscription includes one User only. Adding additional Users requires separate fees, which will be determined and communicated to the Customer by Sayti.
4.6 Access Limitations
- Sayti reserves the right to restrict or suspend access in case of security breaches, legal violations, or non-payment of dues.
- Access to the Services is at all times subject to the Acceptable Use Policy (AUP).
4.7 Free Subdomain
- For each subscription, Sayti provides a free subdomain in the format yourcompany.sayti.net, which remains available for accessing the website under all plans.
4.8 Custom Domain for Paid Plans
- Under paid plans, the website may be linked to a custom domain owned by the Customer or registered on their behalf. Domain registration/renewal/transfer fees are invoiced separately or included in the plan, depending on the agreed offer.
4.9 Verification and DNS
- The Customer is responsible for completing domain verification steps and configuring DNS records in accordance with Sayti’s instructions. In the event of failure or disruption, Sayti may automatically redirect to the subdomain to ensure service continuity.
4.10 Ownership and Responsibility
- The Customer remains the legal owner of the custom domain. Sayti assumes no responsibility for any interruption or loss of the domain due to late renewal or for reasons beyond its control.
4.11 Changes and Suspension
- Sayti reserves the right to suspend the linking of a custom domain in cases of security breaches, non-payment, or violations of applicable laws or this Agreement.
5. Customer Obligations
5.1 Providing Accurate Information
- The Customer shall provide Sayti with complete, accurate, and up-to-date information at the time of registration and shall keep such information updated at all times.
- Any false, misleading, or incomplete data entitles Sayti to suspend or terminate the Services without prior notice.
5.2 Financial Obligations
- The Customer shall pay all applicable fees on or before the due dates as specified in the Order Forms or the selected Subscription Plan.
- If the number of Users exceeds the subscribed limit, or if the Customer requests additional features not included in the plan, or uses a custom domain, the Customer shall pay the corresponding additional fees.
5.3 Secure and Acceptable Use
- The Customer shall use the Services solely for lawful purposes and in compliance with applicable local and international laws.
- The Customer must maintain the confidentiality of their login credentials (username and password) and shall not share them with unauthorized parties.
- The Customer is fully responsible for all activities carried out under their account, whether performed by their employees or other authorized persons.
5.4 Backups and Data
- The Customer is ultimately responsible for backing up their website content and data, even if Sayti provides supplementary backup services.
- Sayti shall not be held liable for any data loss resulting from the Customer’s negligence or misuse of the Services.
5.5 Self-Hosting Security
- If the Customer chooses self-hosting, they are solely responsible for server management, security configuration, and data protection.
- Sayti reserves the right to request verification of license validity and usage where necessary.
5.6 Primary Contact Person
- The Customer must designate a primary contact person to liaise with Sayti regarding all matters related to the Services.
- In the event of a change, the Customer shall provide Sayti with written notice at least 30 days in advance.
5.7 Content and Activities
- The Customer warrants that all content published through their website is lawful and does not infringe intellectual property rights or applicable laws.
- The Services may not be used for illegal activities, including but not limited to money laundering, fraud, unlicensed gambling, or publishing prohibited or offensive content.
6. Technical Services
6.1 Bug Fixing
- Sayti shall use reasonable efforts to resolve Bugs reported through official channels (ticketing system, email, or designated support number).
- Handling of a report shall commence within two (2) business days of receipt.
- If the fix requires an upgrade to a Covered Version, the Customer is responsible for executing the upgrade first.
- Neither Sayti nor the Core Platform provider (Odoo) shall be liable for Bugs arising from customizations or modifications not covered by maintenance services.
6.2 Security Updates
- Self-Hosting: Security advisories are sent to the Customer upon discovery of vulnerabilities in Covered Versions. The Customer is responsible for applying updates manually.
- Cloud Hosting: Security updates are applied automatically by Sayti or the Core Platform provider without Customer intervention.
6.3 Upgrade Service
- The Customer is entitled to request an upgrade of its database to a newer release within the Covered Versions.
- The service includes database conversion, adaptation of Covered Extra Modules, and resolution of Bugs directly caused by the upgrade process.
- The Customer remains responsible for post-upgrade testing and for ensuring the compatibility of any non-covered modules or extensions.
6.4 Cloud Hosting SLA
- Systems are hosted in Tier III or equivalent certified data centers.
- The service includes:
- 99.9% network uptime.
- SSL/TLS encrypted communications.
- Daily automated backups with multi-region replication.
- A disaster recovery plan tested on a regular basis.
- 99.9% network uptime.
- Full service level details are set out in the SLA annex.
6.5 Support Services
- The Customer may open an unlimited number of tickets regarding Bugs or inquiries related to standard features.
- Custom development or tailored modifications are not included, unless covered by a separate paid service agreement.
- Support response times vary based on priority level (High, Medium, Low) as defined in the SLA.
6.6 Covered Extra Modules
If the Customer opts to cover an Extra Module, a monthly maintenance fee is charged per 100 lines of code (rounded up).
Code lines are counted using a measurement tool (cloc), excluding blank lines and comments.
These fees cover support, upgrades, and bug fixing related to the module.
7. Fees and Taxes
7.1 Standard Fees
- Subscription fees are determined based on the selected plan and the authorized number of Users.
- Each subscription includes one (1) User only; any additional Users are subject to extra fees, which will be determined and communicated to the Customer by Sayti.
- Any features or services not included in the selected plan (such as a custom domain, additional storage, or special integrations) are considered add-on services subject to separate charges.
7.2 Deviation Fees
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If the Customer exceeds the authorized number of Users or utilizes features requiring a higher plan, the Customer shall pay the difference in fees for the remainder of the subscription term.
- Such fees are calculated based on the prevailing rates at the time of the deviation.
7.3 Non-Covered Versions Fees
- If the Customer’s database operates on a version older than the Covered Versions, Sayti may charge an additional fee of up to 25% of the Customer’s annual subscription price.
- The purpose of this fee is to encourage Customers to remain on supported versions to ensure security and stability.
7.4 Uncovered Modules
- When requesting an upgrade that includes an Extra Module not covered by maintenance fees during the last 12 months, Sayti may charge an additional fee corresponding to the uncovered months.
7.5 Taxes
- All prices and fees are exclusive of applicable taxes (such as VAT or other governmental charges).
- The Customer is responsible for paying all applicable taxes under local laws, unless Sayti is legally required to collect such taxes directly.
7.6 Payment Methods
- Fees shall be paid through Sayti’s approved payment methods (bank transfer, payment cards, or electronic payment systems).
- All fees must be paid in advance, unless otherwise agreed in writing.
7.7 Refunds
- The Customer may request a refund within 14 days of the initial payment date, provided that no custom domain has been activated and the Services have not been materially used.
After this period, or once a domain has been activated or the Services used, the Customer is no longer eligible for a refund.
7.8 Chargebacks
- Any chargeback or bank reversal of payments due to Sayti shall constitute a breach of the Customer’s payment obligations. In such cases, Sayti may immediately suspend or terminate the Services, block future purchases until the amounts are settled, and impose processing fees and any costs incurred by payment providers. Before initiating a chargeback, the Customer is required to contact Sayti in good faith to attempt to resolve the dispute amicably.
8. Marketing and Customer Reference
8.1 Right of Reference and Use
- The Customer grants Sayti a worldwide, non-exclusive, royalty-free license to reference the Customer’s company name, trademark, or logo, and to display screenshots of the implemented website or solution for purposes including:
- Case studies.
- Trade shows and events.
- Sayti’s official website (Sayti.net).
- Sayti’s social media channels.
- Promotional materials, sales collateral, and advertising campaigns.
8.2 Use in Advertising Campaigns
- Sayti may reference the Customer in its advertising campaigns as part of its client portfolio or success stories.
- Such reference shall not be considered a disclosure of confidential information, provided it is limited to publicly available details (such as the company name or public website).
8.3 Opt-Out
- The Customer may request that Sayti discontinue the use of its name or brand for future marketing purposes by submitting a written notice to Sayti.
- This request shall not affect any marketing materials or campaigns published prior to the date of such notice.
8.4 Joint Statements
- Sayti and the Customer may agree to issue joint press releases or articles, provided both parties give prior written approval.
9. Intellectual Property and Licensing
9.1 Customer Ownership
- The Customer retains all rights to the content and data created, uploaded, or managed through Sayti’s Services.
- The Customer grants Sayti a limited, non-exclusive license to use such content solely as necessary to deliver the Services (e.g., hosting, backups, maintenance, or upgrades).
9.2 Sayti and Third-Party Ownership
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All templates, designs, code, software, tools, documentation, and materials provided by Sayti or licensed to it remain the property of Sayti or its licensors.
- The Customer may not copy, resell, or redistribute these materials unless expressly authorized in writing.
- Where the Services rely on the Core Platform (Odoo Enterprise/Community), the Odoo License Terms shall prevail with respect to software use.
9.3 Licenses Granted to the Customer
- The Customer is granted a limited, non-exclusive, revocable license to use the templates and tools provided by Sayti, strictly within the scope of the selected Subscription Plan.
- The Customer may not use any feature or tool outside the scope of their plan; any such overuse constitutes a breach of this Agreement.
9.4 Number of Users
- Each subscription includes one (1) User only.
- If the Customer wishes to add additional Users for website administration, they must request this from Sayti and pay the applicable fees as communicated in advance.
9.5 Feedback
- Any suggestions, ideas, or comments provided by the Customer regarding service improvements shall be deemed the property of Sayti, which may use and develop them without obligation to compensate the Customer.
9.6 Restrictions
- Reselling or redistributing Sayti’s Services or any part thereof.
Tampering with, modifying, or reverse-engineering the software.
Using Sayti’s trademarks or logos without prior written consent.
9.7 Infringement Notices and Content Removal
- If Sayti determines, or is notified, that Customer Content infringes intellectual property rights or violates applicable law, Sayti may remove or temporarily suspend such content and notify the Customer to take appropriate action. Rights holders may submit a takedown notice to the address designated by Sayti, accompanied by sufficient legal information and supporting documentation.
10. Data Protection and Confidentiality
10.1 Roles of the Parties
- The Customer remains the primary Data Controller of all personal data stored on its platform.
- Sayti acts solely as a Data Processor, limited to the scope of providing the Services and strictly in accordance with the Customer’s instructions.
- Where the Services rely on the Core Platform (Odoo), data may be shared with Odoo SA as a Sub-Processor.
10.2 Sayti’s Obligations as Data Processor
- Process personal data only in accordance with the Customer’s instructions and within the agreed scope of Services.
- Maintain data confidentiality and ensure that authorized personnel handling personal data are bound by confidentiality obligations.
- Implement appropriate technical and organizational measures to protect personal data against loss, alteration, or unauthorized access.
- Notify the Customer promptly of any security breach or unauthorized access discovered.
- Delete or return all personal data to the Customer upon termination of the Services, unless retention is required by law.
10.3 Sub-Processors
- Sayti may engage third-party providers (Sub-Processors) to process personal data, such as hosting providers, email services, or payment systems.
- Sayti ensures that such providers are bound by data protection obligations equivalent to those in this Agreement.
- A list of key Sub-Processors is made available within Sayti’s Privacy Policy.
10.4 Customer Obligations
- The Customer shall collect and process personal data of its end-users in a lawful manner and in compliance with applicable local laws (such as GDPR in Europe, or Turkish/Arab local data protection laws).
- The Customer warrants that it has obtained the necessary legal consents from its end-users.
- The Customer must provide Sayti with up-to-date contact details for its Data Protection Officer (DPO) or equivalent to facilitate communication in the event of data subject requests or inquiries.
10.5 Confidentiality
- All information exchanged between the parties (including technical, business, or contractual information) shall be deemed confidential and may not be disclosed to third parties without prior written consent.
- Exceptions apply where disclosure is required by law, provided that the disclosing party gives prior notice to the other party where reasonably possible.
10.6 Separate Data Processing Agreement (DPA)
- A separate Data Processing Agreement may be executed between the parties as an annex to this Agreement, and shall form an integral part thereof.
10.7 Third-Party Integrations and Services
- Sayti may add, modify, or discontinue any third-party integrations (such as payment gateways, email providers, analytics tools, etc.) at any time for technical, legal, or security reasons, while making reasonable efforts to notify the Customer in the event of material changes. The Customer acknowledges that the continued availability of certain functionalities may depend on such external services, which are beyond Sayti’s control.
11. Non-Solicitation and Non-Hiring
11.1 Non-Solicitation Obligation
- Each party agrees not to solicit, attempt to solicit, or directly contract with any employee or key contractor of the other party who is involved in delivering the Services, during the term of this Agreement and for a period of 24 months following its termination.
11.2 Non-Hiring Obligation
- Neither party shall hire or attempt to hire any employee of the other party who has been directly or indirectly involved in providing or managing the Services during the term of this Agreement, unless prior written consent has been obtained from the other party.
11.3 Compensation
In the event of a breach of this obligation, the breaching party shall pay liquidated damages to the non-breaching party in the amount of USD 1,000 (or the equivalent in local currency) per violation, without prejudice to the non-breaching party’s right to claim additional damages if actual harm exceeds this amount.
12. Termination and Suspension
12.1 Termination by the Customer
The Customer may terminate this Agreement or cancel the account at any time by submitting a written request from the registered email address or via the WhatsApp number linked to the account.
- Termination becomes effective once the request has been processed by Sayti and does not release the Customer from any fees due up to the date of termination.
12.2 Termination by Sayti
Sayti reserves the right to suspend or terminate the Services immediately, in whole or in part, under any of the following circumstances:
- Non-payment of fees after 21 days from the due date, following at least three reminders.
- Submission of false or misleading information or documents.
- Violation of these Terms of Use or the Acceptable Use Policy (AUP).
- Any unlawful or harmful use of the Services.
- Non-payment of fees after 21 days from the due date, following at least three reminders.
12.3 Cure of Breach
If a breach is capable of being remedied, Sayti shall grant the Customer 30 days from the date of notice to cure the breach before termination is enforced.
12.4 Data and Capacity Loss
Termination or cancellation results in the loss of access to the account, content, and associated data.
Data may be permanently deleted without the possibility of recovery.
The Customer is solely responsible for backing up their data prior to the termination date.
12.5 Surviving Provisions
Certain provisions shall remain in effect after termination, including:
Data protection and confidentiality.
Intellectual property.
Limitation of liability.
Indemnification.
Governing law and jurisdiction.
13. Warranties and Disclaimers
13.1 Reasonable Professional Efforts
Sayti commits to delivering its Services in accordance with generally accepted professional standards in the IT sector and in line with the applicable Order Forms and selected Subscription Plans.
Sayti’s performance is dependent on the Customer’s cooperation, provision of a suitable environment, and timely payment of all due fees.
13.2 No Express or Implied Warranties
The Services are provided “as is” and “as available,” without warranties of any kind, whether express or implied, including but not limited to:
Warranties of merchantability.
Fitness for a particular purpose.
Non-infringement of intellectual property rights or compliance with legal requirements.
Sayti does not warrant that the Services will be error-free, uninterrupted, secure, or that they will meet all of the Customer’s expectations or specific requirements.
13.3 Disclaimer Regarding the Core Platform (Odoo)
Some Services rely on the Odoo Core Platform or third-party service providers.
In such cases, the Odoo License Terms prevail with respect to software usage, and Sayti assumes no responsibility or liability for errors, vulnerabilities, or limitations inherent in the Core Platform itself.
13.4 Limitations of Recommendations
Sayti may provide advice or recommendations (including those generated by AI tools or its personnel).
Such recommendations are non-binding, and the Customer remains solely responsible for making and implementing final decisions.
14. Limitation of Liability
14.1 Maximum Liability
Sayti, its employees, representatives, and affiliated providers shall in no event be liable for an aggregate amount exceeding 50% of the total fees paid by the Customer to Sayti during the 12 months preceding the event giving rise to the claim.
This limitation applies to all claims combined, whether contractual, tortious, or otherwise.
14.2 Indirect Damages
In no event shall Sayti be liable for any indirect, consequential, or special damages, including but not limited to:
- Loss of profits or revenues.
- Data loss or business interruption.
- Costs of delay, downtime, or system restoration.
- Loss of goodwill, reputation, or customers.
- Loss of profits or revenues.
14.3 Third-Party Services
Sayti shall have no liability for damages or losses resulting from the Customer’s reliance on third-party services or products (including the Odoo Core Platform, domain registrars, or payment providers).
14.4 Customer Responsibility
The Customer acknowledges and accepts full responsibility for its use of the Services and for any content uploaded, published, or processed through its platform.
Any breach of laws or third-party rights arising from the Customer’s activities shall be the sole responsibility of the Customer, who shall indemnify Sayti against any resulting damages or claims.
15. Force Majeure
15.1 Events Beyond Control
Neither Sayti nor the Customer shall be liable for any delay or failure to perform obligations under this Agreement if such delay or failure results directly from a force majeure event, including but not limited to:
- Natural disasters (such as earthquakes, floods, fires, storms).
- Wars, hostilities, or acts of terrorism.
- Epidemics, pandemics, or related governmental actions.
- Strikes, labor disputes, or shortages of essential materials.
- Widespread outages of internet or power services.
- Natural disasters (such as earthquakes, floods, fires, storms).
15.2 Notification
The affected party shall notify the other party in writing within a reasonable period after the occurrence of the force majeure event, providing details of the event and its anticipated impact on contractual obligations.
15.3 Effects
Obligations impacted by the force majeure event shall be suspended for the duration of the event.
If the event continues for more than 60 consecutive days, either party shall have the right to terminate this Agreement by written notice without incurring additional liability.
16. Governing Law and Jurisdiction
16.1 Applicable Law
This Agreement shall be governed by and construed in accordance with the laws of the Republic of Türkiye, without regard to its conflict of law principles.
16.2 Jurisdiction
The courts of Istanbul, Türkiye shall have exclusive jurisdiction over any dispute or claim arising out of or relating to this Agreement.
The parties may mutually agree in writing to submit disputes to arbitration or mediation as an alternative dispute resolution mechanism, provided such agreement complements rather than replaces the right to seek judicial remedies, unless expressly stated otherwise.
16.3 United Nations Convention
The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded from this Agreement.
17. General Provisions
17.1 Notices
Official means of notice between Sayti and the Customer include any of the following channels:
- The registered email address associated with the Customer’s account.
- SMS messages to the verified phone number on the account.
- WhatsApp messages to the registered and verified number.
- Alerts or messages within the Customer’s Sayti account dashboard.
- The registered email address associated with the Customer’s account.
- Notices shall be deemed received once delivered through any of the above channels, unless proven otherwise.
17.2 Electronic Approvals and Contracts
All approvals and contracts are executed online through Sayti’s official platforms (such as the website or account dashboards).
Agreements or Order Forms are delivered via a secure link from Sayti’s website, and the Customer’s acceptance—by clicking the “Accept” or “Agree” button—constitutes a legally binding electronic signature, without the need for a paper copy.
The Customer’s electronic acceptance of such agreements or offers shall be deemed final and binding in respect of all terms contained therein.
17.3 Assignment
Sayti may assign or transfer any of its rights or obligations under this Agreement to any of its affiliates or legal successors without requiring the Customer’s consent.
The Customer may not assign any of its rights or obligations without Sayti’s prior written or electronic approval.
17.4 Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be replaced with one that most closely reflects its intent and legal purpose.
17.5 Order of Precedence
In the event of a conflict, the following order of precedence shall apply:
- The Odoo License Terms with respect to use of the Core Platform.
- Electronically executed Order Forms via Sayti’s platform.
- This Agreement.
- Other policies or annexes (such as the SLA or DPA).
- The Odoo License Terms with respect to use of the Core Platform.
17.6 Language
This Agreement has been drafted in English, and translations in other languages may be provided for convenience only.
In the event of a conflict between versions, the English version shall prevail.
17.7 Entire Agreement
This Agreement, together with the electronically executed Order Forms, policies, and annexes (including the Data Processing Agreement – DPA and the Service Level Agreement – SLA), constitutes the entire agreement between the parties and supersedes all prior oral or written understandings or agreements relating to its subject matter.
18. Optional Annexes (As Needed)
18.1 Annex A – Service Level Agreement (SLA)
his annex defines the specific service levels provided by Sayti, including:
- Availability and uptime commitments.
- Response times for support tickets.
- Backup and Disaster Recovery mechanisms.
- Scheduled maintenance plans and outage notifications.
- Availability and uptime commitments.
- The SLA Annex shall form an integral part of this Agreement when attached.
18.2 Annex B – Data Processing Agreement (DPA)
This annex governs the roles and responsibilities regarding data protection and processing, including:
Legal bases for data processing.
Technical and organizational measures to ensure security.
A list of Sub-Processors.
Data Subjects’ rights.
The DPA Annex is mandatory where the Customer is subject to laws such as GDPR or similar local regulations.
18.3 Annex C – Statement of Work (SOW)
This annex defines the scope of work for custom projects or additional developments, including:
List of deliverables.
Implementation timeline.
Acceptance criteria.
Assumptions and mutual dependencies.
The SOW Annex is used for special projects that exceed the standard subscription.
18.4 Annex D – Acceptable Use Policy (AUP)
This annex regulates the permitted and prohibited activities when using Sayti’s Services, including:
Prohibition of spam.
Prohibition of hacking or attempts to disrupt systems.
Prohibition of excessive or harmful resource consumption.
Prohibition of publishing or storing illegal or morally objectionable content.
Any breach of this policy shall be deemed a material breach of the Agreement and entitles Sayti to suspend or terminate the Services immediately.
19. AI Tools
19.1 Right to Modify
Sayti may provide features that generate automated outputs (such as text, images, etc.). Sayti does not guarantee the accuracy, originality, or neutrality of such outputs. The Customer is solely responsible for reviewing the outputs before use or publication, ensuring their lawful use, and verifying that they do not infringe upon third-party rights. All such outputs shall be treated as “Customer Content.”
20. Changes to Terms
20.1 Right to Modify
Sayti reserves the right to amend or update these Terms at any time to reflect legal, operational, or technical requirements.
20.2 Notification
The updated version of the Terms will be published on Sayti’s official website.
Customers may also be notified via email, dashboard alerts, or WhatsApp/SMS messages in the event of material changes.
20.3 Effective Date of Amendments
Amendments shall take effect immediately upon publication or on the date specified in the notice.
Continued use of the Services after the effective date of the amendments shall constitute the Customer’s express acceptance of the revised Terms.
20.4 Right to Decline
If the Customer does not agree with the amendments, they may terminate the Services in accordance with the Termination clause of this Agreement, prior to the effective date of the revised Terms.