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Article 1. Parties

This agreement has been signed between the following parties on the date written below.

The Client declares that it enters into this agreement in the course of its commercial or professional activity and does not act as a consumer. Accordingly, Law No. 6502 on Consumer Protection and the Regulation on Distance Contracts do not apply to this agreement.

Article 2. Definitions

• Service: Each of the website and e-commerce development, monthly maintenance, SEO/GEO and advertising management services provided by the Service Provider under this agreement and the order form.
• Order form: The document set out in Annex 6, signed by the parties, showing the selected service, package, price, payment plan and delivery time. Each order form is an integral part of this agreement.
• Package: A service package with a defined scope and price, published on the berkayabay.com site on the date of the order. The scope on the date of the order is written into the order form or kept as an annex to the form; later changes on the site do not affect a signed order.
• Delivery: Making the site or the work accessible to the Client for acceptance and notifying the Client of this in writing.
• Revision: The set of correction requests on the delivered design or work that remain within the approved scope and are submitted together at one time.
• Out-of-scope work: Any work not included in the order form or the relevant annex.
• In writing: A notice given by one of the means listed in Article 18.

Article 3. Subject and structure

This agreement sets out the terms under which the services selected by the Client through the order form will be provided. The agreement consists of these general terms, the service annexes and the order forms.

Only the annex for the service selected in the order form applies. In case of conflict between provisions, the order of precedence is: the order form, the relevant service annex, these general terms. Annex 5 always prevails on matters relating to personal data.

Article 4. Orders and changes of scope

1. Each job begins with an order form signed by the parties. The form states the service, package, scope, price, payment plan and delivery time.
2. When an out-of-scope request is received, the Service Provider notifies the Client in writing of its price and its effect on the timeline before starting the work. No out-of-scope work is performed or charged without the Client's written approval.
3. An approved change of scope extends the delivery time as much as the change requires.

Article 5. Price and taxes

1. Prices are stated in Turkish lira in the order form and exclude VAT. VAT is shown separately on the invoice.
2. For services subject to VAT withholding under the legislation (for example, commercial advertising services), the withholding is reflected on the invoice and declared by the Client.
3. The following are not included in the price and are paid by the Client directly to the provider: domain name, hosting and server, SSL (if paid), e-commerce platform licence (Shopify, ikas, WooCommerce plugins, etc.), payment institution and virtual POS commissions, shipping and SMS fees, licences for paid themes, fonts, plugins and stock images, and advertising budgets.

Article 6. Payment

Unless otherwise stated in the order form, payment is as follows. Payments are made against invoice to the bank account stated in the order form.

Work does not begin until the advance payment has been credited to the account. The delivery time starts on the day following the dates on which the advance payment is credited to the account and the content under Article 9 is supplied in full.

Payments may also be made by card through PayTR Ödeme ve Elektronik Para Kuruluşu A.Ş. via the payment page on the Service Provider's site. For monthly services, with the Client's approval, the card is stored by PayTR and charged automatically at the start of each period; card details are not kept in the Service Provider's systems.

Article 7. Late payment

1. As the payment date is fixed, the Client is in default upon expiry of the payment date without the need for a formal notice. Default interest accrues on the overdue amount at the rate applied by the Central Bank of the Republic of Türkiye to short-term advance transactions (Law No. 3095 on Statutory Interest and Default Interest, Art. 2(2); Turkish Commercial Code No. 6102 (TTK), Art. 1530).
2. If payment is more than 15 days late, the Service Provider may suspend the service by written notice until payment is made. The period of suspension is added to the delivery time.
3. A site that has been delivered but not paid for in full is not put live or transferred to the Client's account until the price is paid. The rights under Article 11 pass when the price has been paid in full.

Article 8. Obligations of the Service Provider

1. To perform the service with professional care, within the scope and time stated in the order form.
2. To ensure that the project is run directly by the founder, Berkay Abay. The Service Provider may work with a subcontractor on part of the work (for example translation, photography, voice-over); in that case it remains responsible to the Client for the entire work and binds the subcontractor to the confidentiality and personal data obligations in this agreement.
3. Before delivery, to check that the site works on desktop and mobile and that the forms and, if any, the payment flow have been tested.
4. To list, on delivery, the open-source components and paid licences used.

Article 9. Obligations of the Client

1. To supply in full, at the start of the work, the content stated in the order form as coming from the Client (text, logo, images, product information, prices, information for legal texts).
2. To warrant that it holds the right to use the content, brands and images it supplies, and that the content does not violate the law or the rights of third parties. To compensate the Service Provider for any loss it suffers from third-party claims arising from a breach of this warranty.
3. To give approvals and feedback within 5 business days at the latest. Every delay caused by the Client is added to the delivery time. If content or an approval expected from the Client is not received for 60 days, the Service Provider is deemed to have delivered the work done up to that day and may invoice the remaining price.
4. To open the domain name, hosting, platform, payment institution and advertising accounts in its own name, pay their fees and grant the Service Provider the administrator access needed for the work.
5. To be responsible for the content and currency of legal texts published on the site, such as the privacy notice, cookie policy, distance sales contract and return terms. The Service Provider handles the technical placement of these texts; it is recommended that the legal content be approved by the Client's lawyer.

Article 10. Delivery, inspection and acceptance

1. The Service Provider notifies delivery in writing. The Client inspects the work within 7 business days of delivery and notifies any defects or omissions in writing in a single list (TBK Art. 474).
2. If no notice is given within this period, or if the site is put live at the Client's request, the work is deemed accepted (TBK Art. 477). The Client's rights for latent defects that cannot be discovered by ordinary inspection are reserved; a latent defect is notified without delay as soon as it appears.
3. If a notified defect is within the scope, the Service Provider remedies it free of charge. The number of revisions is as stated in the package; remedying a defect is not deducted from the revision allowance.
4. For 30 days after acceptance, errors that appear in the delivered code and are not caused by intervention of the Client or a third party are corrected free of charge. This period does not replace the maintenance service.

Article 11. Intellectual property rights

1. Work made specifically for the Client. The rights of adaptation (Law No. 5846 on Intellectual and Artistic Works (FSEK), Art. 21), reproduction (Art. 22), distribution (Art. 23), performance (Art. 24) and communication to the public by means of devices for transmitting signs, sounds and images (Art. 25) in the design, interface, text, images and source code produced specifically for the Client under this agreement are assigned to the Client in full and exclusively, without limitation as to time, place or number, at the moment the price is paid in full (FSEK Art. 48, Art. 52).
2. The Service Provider's pre-existing components. Code libraries, components, templates, tools and methods that the Service Provider developed before this work or also uses in other work are not assigned. The Client is granted a perpetual, transferable, non-exclusive licence to use them in the delivered site and in its further development. This licence takes effect when the price has been paid in full and is irrevocable.
3. Third-party and open-source components. Open-source software (for example libraries licensed under MIT or GPL), e-commerce platforms, themes, fonts and stock images are subject to their own licence terms and fall outside the scope of the assignment. Paid licences are obtained in the Client's name or transferred to the Client on delivery.
4. Delivery of the source code. When the price has been paid in full, the source code of a custom-developed site is delivered to a repository in the Client's account or to its server. For ready-made platform packages (Shopify, ikas, etc.), delivery takes place by the store administration remaining in the Client's account.
5. Moral rights. The Service Provider undertakes not to exercise the author's moral rights (FSEK Art. 14-16) in a way that would prevent the Client from modifying the site and using it under its own name. The Service Provider's name and a link are added to the footer of the site only if the Client consents.
6. Use before payment. The rights do not pass before the price is paid in full; during this period, unauthorized publication or reproduction of the delivered work constitutes an infringement under FSEK.

Article 12. Accounts and access

1. The domain name, hosting, e-commerce platform, payment institution, Google and Meta accounts are opened in the Client's name. The Service Provider has only administrator or user access to these accounts and does not claim ownership.
2. When the service ends, the Service Provider relinquishes all its access within 7 days, deletes the passwords in its possession and, at the Client's request, delivers the files relating to the work.
3. The Client may revoke the access it has given to the Service Provider at any time; in that case, the Service Provider is not held responsible for work that cannot be performed because of the lack of access.

Article 13. Personal data

Where visitor, customer and order data on the Client's site is accessed during the service, the Client is the data controller and the Service Provider is the data processor (KVKK No. 6698, Art. 3). The parties' obligations in this respect are set out in Annex 5. Information on each party's employees and authorized persons is processed only for the performance of this agreement.

Article 14. Confidentiality

The parties keep confidential the commercial information, prices, customer lists, passwords and technical information they learn during the agreement, and use them only for the performance of the agreement. This obligation continues for 3 years after the agreement ends. Information that is publicly available and information that must by law be disclosed to competent authorities are excluded from this obligation.

Article 15. Showcasing as a reference

The Service Provider may show the live site as a reference on its own site and social media accounts with the Client's name, logo, screenshots and a screen recording of browsing the site. Confidential information, admin panel data and personal data are not shown. The Client may withhold this permission in the order form or withdraw it later by written notice; no new publication is made after the date of withdrawal.

Article 16. Limitation of liability

1. The Service Provider's total liability arising from this agreement is limited to the price collected from the Client for the relevant service in the 12 months preceding the event that caused the loss.
2. The Service Provider is not liable for loss of profit, loss of turnover, loss of data, loss of reputation or other indirect losses.
3. The Service Provider is not liable for outages, policy changes, account restrictions and price changes in hosting, platform, payment institution, shipping, Google, Meta and other third-party services; in such cases it informs the Client and indicates a possible solution.
4. The limitations in this article do not apply in cases of intent or gross negligence (TBK Art. 115).

Article 17. Term and termination

1. This framework agreement enters into force on the date of signature and remains in force until one of the parties terminates it. If the agreement ends while an order is in progress, that order is completed or terminated according to its own terms.
2. For development work (Annex 1): The Client may terminate the agreement before the work is completed; in that case it pays the price of the work done up to that date (TBK Art. 484). The price of the work done is calculated from the table below, according to the last milestone completed on the day the notice of termination is received:

| Last milestone completed (Annex 1, Section 3) | When the milestone is deemed completed | Work deemed done |

| --- | --- | --- |

| No milestone completed | | 0% |

| Kick-off | The content has been received in full and the page plan has been sent to the Client | 15% |

| Design approval | The home page or store design has been approved | 40% |

| Development | All pages have been built with the approved design | 80% |

| Delivery | The site has been delivered at the test address in accordance with Article 10 | 100% |

The Service Provider notifies the Client in writing (by email or WhatsApp) that each milestone has been completed. The milestone is deemed completed if the Client approves it in writing or does not object in writing, stating its reasons, within 5 business days of the notice. For custom quote work, the milestones and their percentages are written in the order form or the project document; if they are not, this table applies.

If the advance payment is less than the price of the work done, the difference is paid; if it is more, the difference is refunded within 15 days. Example: for a job priced at TRY 30,000 with TRY 15,000 paid in advance, if termination occurs after the design is approved, the price of the work done is TRY 12,000 and TRY 3,000 is refunded (amounts exclude VAT). The part that has been paid for is delivered to the Client in accordance with Article 11.

1. For time-based services (Annex 2, Annex 3, Annex 4): Either party may terminate the agreement by giving 30 days' written notice. The fee for a month that has begun is not refunded. For the SEO/GEO service, on termination before the end of the committed term, the remaining full months paid in advance are refunded after deducting the undiscounted price of the period used.
2. Termination for just cause: If one of the parties breaches a material obligation and does not remedy it within 15 days of written notice, the other party may terminate the agreement with immediate effect. A delay of more than 30 days in payment is a material breach.
3. Whatever the reason for termination, Articles 11, 12(2), 13, 14, 16 and 21 remain in force.

Article 18. Notices and evidence

1. Notices relating to the agreement are sent to the email addresses in Article 1. However, notices of termination, notices of default and notices of termination for just cause are made through a notary public, by registered letter with return receipt or by KEP (TTK Art. 18(3)).
2. Unless a change of address is notified in writing, a notice sent to the previous address is valid.
3. The parties agree that emails sent from the addresses in Article 1, recorded WhatsApp correspondence, KEP records, audit logs of the e-signature platform and the Service Provider's server and version control records constitute conclusive evidence in a dispute (Code of Civil Procedure No. 6100 (HMK), Art. 193). The right to submit counter-evidence is reserved.

Article 19. Stamp duty

Stamp duty arising from this agreement and the order forms is paid by the parties in equal shares. The Service Provider files the declaration and makes the payment; the Client's share is added to the first invoice as a separate item.

Article 20. Force majeure

In events beyond the parties' control, such as natural disasters, epidemics, war, widespread infrastructure outages and decisions of official authorities, obligations are suspended for the duration of the event and time limits are extended accordingly. The affected party notifies the situation in writing without delay. If the force majeure lasts longer than 60 days, either party may terminate the relevant order without compensation; the price of the work done up to that date is paid.

Article 21. Governing law and disputes

1. This agreement is governed by Turkish law.
2. Before filing a lawsuit concerning commercial monetary claims, applying to a mediator is mandatory (TTK Art. 5/A).
3. If both parties are merchants, the courts and enforcement offices of Antalya have jurisdiction over disputes (HMK Art. 17).

Article 22. Final provisions

1. This agreement, its annexes and the order forms constitute the entire agreement between the parties on the subject. Earlier offers and correspondence are valid to the extent they are incorporated into the order form.
2. Any amendment to the agreement is valid only by a written document signed by the parties.
3. The invalidity of one provision does not affect the other provisions.
4. Neither party may assign its rights and receivables under the agreement without the written consent of the other party; the intellectual property rights that pass to the Client under Article 11 are excluded from this.
5. The Client declares that it has read all provisions of the agreement and its annexes, that it had the opportunity to negotiate each of them separately, and that it accepts them (TBK Art. 21).
6. The Client may accept the agreement electronically on the payment page. Electronic acceptance is the record of the payment and the choice of period; for the assignment of intellectual property rights under Article 11 and the jurisdiction agreement under Article 21(3), the order form must be signed by the parties with a wet-ink or qualified electronic signature.

Annex 1. Website and e-commerce development

This annex applies when a business website or e-commerce package is selected in the order form and constitutes a contract for work. The tables below are the packages on the date of the agreement; the scope and price written in the order form prevail. The prices in the tables are launch prices valid for agreements signed by 31 December 2026.

1. Business website packages

2. E-commerce packages

The custom quote price starts at TRY 65,000 for business websites and TRY 95,000 for e-commerce (+ VAT). For custom quote packages, the scope, milestone plan and delivery time are written in the order form or in a project document attached to it. A clickable prototype is submitted for the Client's approval before coding begins.

3. Workflow

1. Kick-off: The advance payment and the content to be supplied by the Client are completed; the delivery time starts the next day.
2. Design approval: The home page or store design is submitted for approval. Requests that change the direction of the approved design (an entirely different design language, a new page structure) are not revisions but a change of scope (Article 4).
3. Development: All pages are built with the approved design.
4. Delivery and acceptance: The site is delivered at the test address and inspected in accordance with Article 10.
5. Launch: After the remaining price is paid, the site is put live on the Client's domain name, added to Search Console, and the source code and access are handed over.

The completion condition for each milestone and the percentage of work deemed done on termination before the work is completed are set out in the table in Article 17(2).

4. Conditions specific to e-commerce

• Integration and testing of the payment infrastructure are included. The virtual POS application and approval, the payment institution agreement, commissions and monthly fees are the Client's responsibility. Card details do not pass through the Service Provider's systems; a page or component hosted by the payment institution is used.
• Basic shipping integration is included. Custom integrations such as ERP, pre-accounting, inventory, e-invoice, CRM and marketplace synchronization are out of scope.
• Product information (images, prices, descriptions, stock) is supplied ready by the Client. Uploading products above the number in the package is charged separately; variations (size, colour) are not counted in the number.
• In the Starter package, the platform licence is the Client's responsibility.
• Obligations towards the consumers to whom the store sells (pre-contractual information, distance sales contract, right of withdrawal, invoicing, registration with the Message Management System (İYS) and consent to commercial electronic messages) are the Client's responsibility. The Service Provider sets up the technical infrastructure for these texts and consent boxes to appear on the site.

5. After launch

The 30-day error correction period after acceptance is set out in Article 10(4). Content updates, security updates and backups are the subject of the maintenance service (Annex 2).

Annex 2. Monthly maintenance

This annex applies when maintenance is selected in the order form. Maintenance is provided monthly and is terminated by 30 days' notice in accordance with Article 17(3).

1. Monthly fee (+ VAT)

2. Scope

Work included in maintenance: changes to existing text, images, prices and contact details; adding, removing or reordering sections on an existing page; editing existing products; updating campaigns and banners; fixing technical errors; security and software updates; backups.

Work not included in maintenance: design of new pages, redesign of the existing design, new features or integrations, a new language, bulk product uploads, SEO/GEO work, and problems arising from the Client's own intervention. This work is quoted separately in accordance with Article 4.

3. Requests and response

• Requests are sent by WhatsApp or email. The Service Provider responds to a request within 1 business day on business days.
• In emergencies, such as the site not opening or the payment or form flow not working, intervention begins on the day the Service Provider is informed.
• If the problem is caused by the hosting provider, platform, domain name registrar or payment institution, the Service Provider handles communication with the provider; it is not responsible for the provider's resolution time.

4. Accounts and payments

Hosting, server and domain name are always in the Client's own account and their fees are paid by the Client. Tracking renewal dates and sending reminders are within the scope of maintenance; the Service Provider warns the Client in writing at least 30 days before expiry. The Service Provider is not responsible for outages arising from services that are not renewed despite the warning.

Annex 3. SEO/GEO

This annex applies when the SEO/GEO service is selected in the order form. SEO/GEO work is an obligation of due care (an obligation of means): since the ranking decisions of search engines and AI assistants are not under the Service Provider's control, no particular ranking, traffic or sales is guaranteed. What is undertaken is the performance of the work below and the reporting of the results.

1. Fee (+ VAT)

The one-time setup and audit fee is TRY 10,000, or TRY 4,000 for sites built by the Service Provider (+ VAT). The term of the agreement is selected in the order form as 3, 6 or 12 months; a 10% discount applies to 6 months paid in advance and a 15% discount to 12 months paid in advance.

2. Scope

3. Workflow and conditions

• First month: setup, technical audit and preparation of the target keyword list. Every month: content, technical fixes and report. Every quarter: review of competitors and results, and update of the plan.
• On sites built by another company, technical fixes are made to the extent permitted by the admin panel and code access provided. Fixes for which access is not provided or that the infrastructure does not allow are written in the report as recommendations.
• Content to be published is submitted for the Client's approval; if no opinion is given within 5 business days, it is deemed approved. The Client is responsible for the accuracy of product, price and service information in the content.
• Methods that violate search engine rules (purchased link networks, hidden text, fake reviews) are not used.
• The Google Business Profile remains in the Client's account; the Service Provider is added as a manager. Collecting reviews is the Client's task; fake reviews or reviews given in exchange for a benefit are not solicited.
• When the service ends, the published content and technical changes made remain on the site and belong to the Client.

Annex 4. Google Ads and Meta advertising management

This annex applies when advertising management is selected in the order form. Advertising management is a service outside the packages; the monthly management fee, the setup fee (if any) and the platforms to be managed are written in the order form.

1. Accounts and budget

• Google Ads, Meta Business Portfolio, ad accounts, Google Analytics, Google Tag Manager and Merchant Center accounts are opened in the Client's name, or the Client's existing accounts are used. The Service Provider is added to these accounts as an administrator or partner.
• The advertising budget is paid directly to the platform from the Client's payment method. The Service Provider does not collect the advertising budget, does not spend on the Client's behalf and is not responsible for platform invoices.
• The daily and monthly budget caps are set with the Client's written approval. The Service Provider does not make any budget setting that exceeds the approved cap; the Client's written approval is obtained to change the cap.

2. Scope

Unless otherwise stated in the order form, monthly management covers: setting up or auditing the account and conversion tracking; setting up the campaign structure; selecting keywords and audiences; writing ad copy; adapting ads from existing images; weekly monitoring of bids and budget allocation; and a monthly performance report. Video shooting, production of custom images and videos, landing page design and influencer collaborations are out of scope.

3. Results and platform rules

• Advertising management is an obligation of due care. No particular number of clicks, conversions, sales or return on ad spend (ROAS) is guaranteed.
• The approval or rejection of ads and the restriction or closure of accounts are decisions of Google and Meta. The Service Provider prepares ads in line with platform policies and handles the appeal process; it is not responsible for platform decisions.

4. Responsibility for content

• Product, price, discount, campaign and service information and claims in the ads are based on information provided by the Client. The Client is responsible for the accuracy of this information and its compliance with Law No. 6502 and the Regulation on Commercial Advertising and Unfair Commercial Practices. The Service Provider submits the ad copy for the Client's approval before publication.
• In specially regulated sectors such as health, finance, cosmetics and food supplements, the required permits and documents are the Client's responsibility.
• If an administrative fine is imposed on the Service Provider, or third parties make a claim, because of information provided by the Client or content approved by the Client, the Client compensates this loss.
• For SMS, email and similar commercial electronic messages, registration with İYS and recipient consent (Law No. 6563 on the Regulation of Electronic Commerce) are the Client's obligation.

5. Measurement and cookies

The Meta Pixel, Google Ads tag and conversion APIs are installed on the Client's site subject to cookie consent. It is the Client's responsibility to ensure that the cookie policy and privacy notice describe these tools; the Service Provider provides the necessary technical information.

6. Tax

Advertising management invoices are issued separately from website invoices. VAT withholding on commercial advertising services is applied in accordance with the legislation (Article 5(2)).

Annex 5. Processing of personal data

This annex applies whenever the Service Provider accesses personal data on the Client's site during the service. The Client is the data controller and the Service Provider is the data processor (KVKK No. 6698, Art. 3). The parties are jointly responsible for data security (KVKK Art. 12(2)).

1. Subject of processing

2. Obligations of the Service Provider

1. It processes personal data only on the Client's instructions and limited to the purpose of this agreement; it does not use the data for its own purposes or give it to third parties.
2. It accesses data only to the extent the work requires; for testing, it uses sample data instead of real data wherever possible.
3. It takes appropriate technical and organizational measures: strong and unique passwords, two-step verification, encrypted connections, restriction of authorization, and encrypted storage of passwords and access details.
4. It also imposes the confidentiality obligation in writing on any subcontractor that accesses the data.

3. Sub-processors

Hosting, platform, email delivery, measurement and security services used for the site to work (for example Cloudflare, Google, Shopify, Resend) are set up at the Client's choice and in the Client's name; the contractual relationship with these providers lies with the Client. If there is a service that the Service Provider uses in its own name and that accesses personal data, it is listed in the order form or notified to the Client in advance in writing; the Client may object within 10 days.

4. Transfer abroad

The providers' servers may be located abroad. As data controller, it is the Client's obligation to determine the legal basis for transfer abroad in accordance with KVKK Art. 9, to sign the standard contract if necessary and notify it to the Personal Data Protection Board within 5 business days, and to explain the transfer in its privacy notice. The Service Provider sends the Client the server location and contract information of the providers.

5. Breach notification and assistance

1. The Service Provider notifies the Client without delay, and within 24 hours at the latest, from the moment it learns that data has been accessed without authorization; the notice states what happened, the data affected and the measures taken. Notification to the Board and to the data subjects is the Client's obligation (KVKK Art. 12(5)); the Service Provider provides the technical information needed for this.
2. The Service Provider provides the Client with technical assistance in responding to data subjects' applications under KVKK Art. 11.

6. Termination

When the service ends, the Service Provider, at the Client's choice, returns or deletes the personal data in its possession within 30 days and notifies this in writing. Records that must be retained by law are excluded from this obligation.

7. Audit

The Client may, by written notice given a reasonable time in advance, request information and documents showing that the measures in this annex are applied. The Service Provider responds to this request within 10 business days.

Signatures

This framework agreement consists of 22 articles and 6 annexes; it has been drawn up in two counterparts or signed with an electronic signature. The Client confirms with its initials or its electronic acceptance that it has read every page and annex.

Annex 6. Order form

The order form is produced for each order, completed with the selected service, package, price, payment plan and the Client's details. For online payments, the completed form is available at the link sent by email after payment.