General Terms and Conditions (GTC)

1.1These General Terms and Conditions (hereinafter: “GTC”) apply to all contracts concluded between INTICS TEKNOLOJİ TİCARET LİMİTED ŞİRKETİ (hereinafter: “INTICS”) and its customers (hereinafter: “Customer”) concerning consulting and other services, software development and projects, the transfer of software (purchase, rental, subscription), software maintenance, support and helpdesk services, cloud and managed services, artificial intelligence and automation solutions, and training. The GTC also apply to all future contracts of this kind without INTICS having to refer to them again in each individual case.

1.2These GTC apply only to merchants and persons deemed merchants within the meaning of Art. 12 et seq. of the Turkish Commercial Code No. 6102 (TTK), to public institutions and organisations, and to public-law legal entities. INTICS does not conclude contracts on the basis of these GTC with consumers within the meaning of the Law on Consumer Protection No. 6502.

1.3Deviating, conflicting or supplementary terms and conditions of the Customer shall not become part of the contract, even if INTICS does not expressly object to their validity, refers to Customer correspondence containing such terms, or performs services without reservation in knowledge of such terms. They shall apply only if INTICS expressly confirms their validity in text form.

1.4These GTC consist of Part A (General Provisions), which applies to all services, and Part B (Special Provisions), which contains supplementary rules for individual types of service. For software, SaaS applications, cloud services and AI, automation and agent solutions of which INTICS is the manufacturer or provider, the INTICS End User License Agreement (hereinafter: “EULA”) and product-specific terms (hereinafter: “Product Terms”) additionally apply, in each case in the agreed version. In the event of conflict, the following order of precedence applies: (1) individual agreements, in particular the individual contract, offer or order confirmation and licence certificate, (2) a separate data processing agreement on data protection, (3) Product Terms, (4) service description, (5) Service Level Agreement (SLA) or service specification, (6) EULA, (7) the Special Provisions in Part B, (8) the General Provisions in Part A, (9) supplementary statutory provisions. The EULA primarily governs licence and usage rights; in all other respects, in particular with regard to remuneration, warranty claims, liability, confidentiality, data protection, and term and termination, these GTC apply. Mandatory statutory provisions and Clause 11.1 remain unaffected in all cases.

1.5Where INTICS brokers or resells third-party software or services, the relevant licence and usage terms of such third parties, which INTICS has made available to the Customer before conclusion of the contract in accordance with Clause B.3.6, apply on a supplementary and priority basis.

1.6These GTC are general transaction conditions within the meaning of Art. 20 et seq. of the Turkish Code of Obligations No. 6098 (TBK). INTICS brings these GTC to the Customer’s attention before conclusion of the contract by referring to them in its offer and making them available on its website. By accepting the offer or signing the contract, the Customer declares that it had the opportunity to take note of the content of these GTC and that it accepts them (Art. 21 TBK).

2.1Offers by INTICS are subject to change and non-binding unless expressly designated as binding or containing a specific acceptance period. Unless otherwise stated, binding offers are valid for 30 calendar days from the date of the offer.

2.2The contract is concluded by (a) signature of an offer, individual contract or service description by both parties, (b) acceptance in text form by the Customer of a binding offer by INTICS, (c) an order confirmation by INTICS in text form, or (d) INTICS commencing performance of the service. The Customer may place orders by e-mail, via a ticket system or via an online form; such orders become binding upon confirmation by INTICS or commencement of performance.

2.3The type, scope and characteristics of the services, the number and description of the items to be delivered, dates, remuneration and other agreements result from the relevant offer, individual contract, service description and/or order confirmation. Information in product descriptions, presentations, brochures or on the INTICS website does not constitute an agreement on quality or a guarantee unless it has expressly been made the subject matter of the contract.

2.4INTICS assumes a guarantee in the legal sense only if it is expressly designated as a “guarantee” in text form.

3.1INTICS performs the contractual services with qualified personnel in accordance with the state of the art at the time the contract is concluded. INTICS determines the manner of performance and the selection of the employees to be assigned at its own discretion, taking into account the legitimate interests of the Customer. The Customer is entitled to demand the assignment of specific employees only if this has been expressly agreed.

3.2INTICS is entitled to replace employees provided that their qualifications are equivalent and the Customer’s interests are appropriately taken into account.

3.3INTICS is entitled to engage subcontractors and freelancers to perform the services. INTICS remains responsible to the Customer for the proper performance of the services.

3.4The parties do not intend to establish a temporary employment relationship (assignment of employees) within the meaning of Art. 7 of the Turkish Labour Law No. 4857 or a principal employer–subcontractor relationship within the meaning of Art. 2 of that law. Employees assigned by INTICS remain integrated in the work organisation of INTICS and are subject exclusively to the instructions and management authority of INTICS, in particular with regard to working hours, place of work, the manner in which tasks are carried out, and leave and substitution arrangements. The parties shall perform the contract accordingly: the Customer shall not issue instructions under employment law to INTICS employees and shall not integrate them into its operational organisation like its own employees (e.g. on-call or shift schedules, leave planning, disciplinary management). The Customer shall communicate its project-related requirements and requests only to the contact person or project manager designated by INTICS; technical coordination within the framework of the agreed service description remains unaffected. If either party determines that actual practice deviates from this, it shall inform the other party without delay; the parties shall then jointly ensure performance in accordance with the contract.

3.5Where services are performed on the Customer’s premises, the Customer shall provide the necessary workspaces, access and working equipment free of charge and shall inform INTICS employees of the applicable safety and building rules.

3.6Performance and delivery dates are binding only if they have expressly been agreed as binding in text form. Such dates shall be extended by a reasonable period for as long as the Customer fails to fulfil its cooperation obligations, fulfils them late or incompletely, or requests changes to the scope of services.

4.1The Customer shall support INTICS in the performance of the contractual services. In particular, the Customer shall provide all necessary information, documents, data, test data and test environments in good time and free of charge, grant access to its IT infrastructure to the extent necessary (on-site and/or remotely), grant the necessary authorisations and designate competent contact persons with decision-making authority.

4.2The Customer shall inform INTICS in particular of sensitive or critical data, systems and processes, special security requirements and risks known to it.

4.3Unless INTICS has expressly assumed responsibility for data backup, the Customer is responsible for regularly backing up its data and systems in accordance with the state of the art at intervals appropriate to the application, but at least before each intervention by INTICS, so that the data can be restored with reasonable effort.

4.4The Customer shall take appropriate precautions in case the software or systems do not function properly in whole or in part (e.g. fault diagnosis, regular checking of results, emergency planning).

4.5The cooperation obligations are essential contractual obligations of the Customer. If the Customer fails to fulfil them, or fulfils them late or incompletely, it shall bear the resulting disadvantages, delays and additional costs; INTICS is entitled to invoice the resulting additional effort at the applicable rates. Further rights of INTICS remain unaffected.

4.6Where INTICS implements interfaces, integrations, automations or AI connections to systems of the Customer or of third parties (e.g. SAP systems), the Customer is responsible for holding the necessary licences and usage rights of the relevant manufacturer. This includes in particular licences for indirect access to systems via third-party applications, interfaces or automated processes (e.g. SAP Digital Access or indirect use) and usage restrictions relating to programming interfaces. INTICS shall inform the Customer of licensing implications of the ordered solution that are recognisable to INTICS; INTICS owes a licence-law review only if separately ordered. Claims by the manufacturer due to missing licences of the Customer shall be borne by the Customer unless they are based on INTICS having designed the solution in breach of contract.

5.1The Customer shall pay the remuneration agreed in the contract. Unless otherwise agreed, the INTICS price lists valid at the time the contract is concluded apply.

5.2Unless otherwise stated in the offer, all prices are in Turkish lira (TRY) and exclusive of value added tax (KDV) and other statutory taxes, duties and charges. Remuneration may be denominated in or indexed to a foreign currency only where permitted by Decree No. 32 on the Protection of the Value of the Turkish Currency and related legislation (e.g. Customers resident abroad, licences for software produced abroad); in that case, unless otherwise agreed, the Customer may also pay the remuneration in Turkish lira at the foreign-exchange selling rate of the Central Bank of the Republic of Türkiye (TCMB) on the actual date of payment (Art. 99 TBK). Unless otherwise agreed, stamp duty arising from the contracts shall be borne by the parties in equal shares.

5.3Services on a time-and-materials basis are invoiced in 15-minute increments based on the time actually spent according to the activity report. One consultant day comprises eight hours. Activity reports are prepared by INTICS and sent to the Customer in text form (e.g. by e-mail or via an online portal). An activity report shall be deemed accepted if the Customer does not raise a reasoned objection in text form within ten business days of receipt.

5.4Unless otherwise agreed, travel time, travel expenses and per diems are invoiced separately. Travel expenses are calculated from the registered office of INTICS or from the place of residence of the assigned employee, whichever is the shorter distance. The INTICS rates valid at the time the contract is concluded apply.

5.5Unless otherwise agreed, recurring fees (e.g. software maintenance, rental, subscription, support and helpdesk flat fees) are payable annually in advance at the beginning of each contract year. One-time fees for the transfer of software are invoiced upon delivery; services on a time-and-materials basis are invoiced monthly in arrears. For fixed-price projects, INTICS is entitled to request interim payments in line with the progress of work or the agreed payment schedule.

5.6Invoices are payable without deduction within 14 calendar days of the invoice date. Invoices are issued electronically (e-Invoice or e-Archive Invoice) in accordance with the Tax Procedure Law No. 213 and the related communiqués. Where necessary, the Customer shall notify INTICS of a separate billing address for this purpose. If the Customer does not object to the content of an invoice within eight days of receipt, it shall be deemed to have accepted its content (Art. 21(2) TTK).

5.7Since the due date has been determined, the Customer falls into default upon expiry of the due date without the need for a reminder (Art. 117(2) TBK). In the event of default, commercial default interest accrues at the rate applied by the TCMB to short-term advance transactions in accordance with Art. 2(2) of the Law No. 3095 on Statutory Interest and Default Interest; the provisions of Art. 1530 TTK remain unaffected. The right to claim further damages for default remains reserved. If the Customer is more than 30 days in default with a payment, INTICS is entitled, after prior notice in text form, to suspend further services until the outstanding amounts have been paid (Art. 97 TBK).

5.8In continuing obligations (e.g. software maintenance, rental, subscription, support and helpdesk flat fees, and framework agreements with agreed hourly or daily rates), INTICS is entitled to adjust the agreed recurring fee or the agreed hourly and daily rates in accordance with Clauses 5.9 and 5.10 to cost changes actually occurring after conclusion of the contract. An adjustment may be made at the earliest twelve months after the start of the contract and thereafter at most once per contract year.

5.9Only changes in the following cost types that are decisive for the relevant service are taken into account: (a) personnel costs, (b) licence, subscription and maintenance costs of third-party manufacturers, (c) costs of third-party cloud, hosting, data centre and telecommunications services, and (d) costs arising from new or changed statutory charges or official obligations. The benchmark for changes in personnel costs is the change, since the last price determination, in the Labour Cost Index published by the Turkish Statistical Institute (TÜİK) for economic activity section J “Information and Communication” (NACE Rev.2) (or any index replacing it); the benchmark for the other cost types is the actual change in INTICS’s purchase prices. Each cost type is taken into account only in proportion to its share in the calculation of the relevant fee. Increases in one cost type are taken into account only to the extent that they are not offset by decreases in other cost types. An adjustment may not result in an increase in INTICS’s profit margin. If the relevant costs decrease overall, INTICS is obliged to reduce the fee in accordance with the same principles.

5.10INTICS shall announce an adjustment in text form at least three months before it takes effect and shall explain in the notice, in a comprehensible manner, the cost types taken into account, their rate of change and the calculation of the adjustment. If the rate of increase exceeds the change in the Consumer Price Index (TÜFE) published by TÜİK since the last price determination by more than five percentage points, the Customer is entitled to terminate the relevant contract or part of the contract with one month’s notice as of the date on which the increase takes effect; INTICS shall draw attention to this right in the notice. Price changes by third-party manufacturers for third-party software distributed by INTICS (rental, subscription and maintenance) are passed on exclusively in accordance with Clause B.4.7.

6.1The Customer may only set off counterclaims that are undisputed, legally established or ready for decision. Counterclaims of the Customer arising from defects or partial non-performance under the same contractual relationship are excepted from this.

6.2The Customer may exercise a right of retention only on account of counterclaims arising from the same contractual relationship.

7.1INTICS is not obliged to perform if performance is prevented by obstacles arising from national or international foreign trade legislation, embargoes or other sanctions. The Customer is responsible for complying with the export and import regulations applicable to it, in particular in the event of resale or export of software, and shall notify INTICS in advance in text form of any such intention.

7.2Events of force majeure that make performance significantly more difficult or temporarily impossible for INTICS entitle INTICS to postpone performance for the duration of the impediment plus a reasonable start-up period. The following are equivalent to force majeure: natural disasters, pandemics and epidemics, war, terrorism, strikes and lockouts, official measures, large-scale disruptions of energy or telecommunications networks, cyber attacks occurring despite appropriate protective measures, and supply disruptions caused by suppliers and manufacturers for which INTICS is not responsible. If the impediment lasts longer than three months, either party is entitled to withdraw from or terminate the contract with respect to the affected part of the service.

8.1In work results created by INTICS individually and exclusively for the Customer under a contract (e.g. concepts, reports, configurations, individual software), INTICS grants the Customer, upon full payment of the remuneration attributable to them and unless otherwise agreed in the individual contract (e.g. an exclusive right of use), a non-exclusive and non-transferable right of use, unlimited in time and territory, for the Customer’s own business purposes. This right of use covers the powers under Art. 22 (reproduction) and – where delivery of the source code has been agreed – Art. 21 (adaptation) of the Law on Intellectual and Artistic Works No. 5846 (FSEK) to the extent necessary for the Customer’s own business purposes; the powers transferred may be specified separately in the individual contract in accordance with Art. 52 FSEK. Until full payment, use is permitted on a revocable basis.

8.2Methods, know-how, software libraries, frameworks, tools, templates, samples, scripts, procedures and other tools pre-existing at INTICS or used by it generally, as well as further developments thereof (hereinafter: “Tools”), are not part of the work results. All rights therein remain with INTICS. Where Tools become part of the work results and the Customer necessarily requires them in order to use the work results, the Customer receives a simple, irrevocable right of use in them to the extent necessary for the contractual use of the work results.

8.3Where open-source components are used, their respective licence terms take precedence. Upon request, INTICS shall inform the Customer of the open-source components used and their licence terms.

8.4INTICS is entitled to freely use general know-how acquired in the course of performing the services that does not contain confidential information of the Customer.

9.1Unless otherwise provided in these GTC, warranty claims are governed by the statutory provisions. There are no warranty claims for services that INTICS performs on the basis of a contract of mandate (service) within the meaning of Art. 502 et seq. TBK (consulting, support, helpdesk, training); liability is governed by Clause 11.

9.2The inspection and notification obligations set out in Art. 23(1)(c) TTK for commercial sales and in Art. 474 et seq. TBK for contracts for work apply; notices of defects must be given in text form. In addition, in order to enable rapid remedy, the Customer shall notify INTICS of any defects it identifies without delay in text form, with a comprehensible description of the symptoms (e.g. error messages, steps to reproduce, affected system environment). The statutory consequences of a late notice of defects, in particular under Art. 52 TBK, remain unaffected. For services in the nature of a work, the acceptance provisions of Clauses B.2.4 and B.2.5 additionally apply.

9.3In the event of a defect, INTICS shall provide subsequent performance at its option by remedying the defect, delivering defect-free software or a new program version (update, patch), or by showing a reasonable way to avoid the effects of the defect (workaround), provided that this does not significantly impair functionality, runtime or response-time behaviour.

9.4If subsequent performance fails despite a reasonable grace period, the Customer is entitled, in accordance with the statutory provisions, to reduce the remuneration or to withdraw from the contract or – in the case of continuing obligations – to terminate the contract extraordinarily. The Customer may claim damages and reimbursement of futile expenses only in accordance with Clause 11.

9.5Warranty claims lapse if the defect results from changes to the software or work results made by the Customer or third parties without the consent of INTICS, from use of the software in a non-approved system environment or contrary to the documentation, or from operating errors, unless the Customer proves that this was not the cause of the defect and did not significantly hinder its analysis and remedy.

9.6If INTICS provides fault-finding or remedy services although there is no defect, or if the defect is attributable to the Customer, INTICS may invoice the resulting effort at the applicable rates, provided the Customer could have recognised this by exercising due care.

9.7The Customer shall support INTICS in analysing errors and remedying defects, provide logs, error messages, screenshots and other information upon request, and grant access to the affected systems – including remotely.

9.8The limitation period for warranty claims is governed by the statutory periods (in particular Art. 231 and Art. 478 TBK). The period begins upon delivery or – for services in the nature of a work – upon acceptance. In the case of electronic transfer of software, the period begins when the software is made available for download by the Customer.

10.1INTICS warrants that the contractual use of the services provided by INTICS within the Contract Territory does not infringe intellectual property rights of third parties. The Contract Territory is the Republic of Türkiye and any other country expressly agreed as a country of use in the individual contract, offer or service description (e.g. Germany or other member states of the European Union). INTICS assumes no liability under this Clause 10 for use outside the Contract Territory. If the Customer intends to use the services outside Türkiye, it shall notify INTICS before conclusion of the contract so that the relevant countries can be included in the Contract Territory. If a third party asserts against the Customer that the contractual use of the services infringes its intellectual property rights, the Customer shall inform INTICS without delay, comprehensively and in text form.

10.2INTICS shall, at its option and at its own expense, defend the claims – in coordination with the Customer in accordance with Clause 10.3 –, procure for the Customer the right to continue use, or modify or replace the services so that they no longer infringe the intellectual property rights without significantly impairing the agreed functionality. If this is not possible with reasonable effort, either party is entitled to its statutory rights of withdrawal or termination.

10.3The Customer shall not acknowledge or settle third-party claims without prior coordination with INTICS. The Customer shall give INTICS the opportunity to participate in the defence of the claims and – subject to the Customer’s consent – to conduct the defence itself at its own expense. The parties shall jointly agree on the course of action, in particular the defence strategy, settlement negotiations and the engagement of lawyers. The Customer shall reasonably support INTICS in this respect and provide the necessary information and documents. If the Customer ceases to use the service in order to mitigate damage or for other important reasons, it shall inform the third party that such cessation does not constitute an acknowledgement of an infringement of intellectual property rights.

10.4Provided the Customer has fulfilled its obligations under Clauses 10.1 and 10.3, INTICS shall indemnify the Customer against third-party claims and reasonable costs of legal defence, unless they arise from circumstances for which the Customer is responsible (e.g. unauthorised modifications, use contrary to the contract, combination with components not delivered or approved by INTICS). Liability for damages is otherwise governed by Clause 11.

10.5For software and services of third-party manufacturers, their provisions on infringements of intellectual property rights take precedence; upon request, INTICS shall assign its own claims against the manufacturer to the Customer.

11.1INTICS is liable without limitation in accordance with the statutory provisions (in particular Art. 115 and 116 TBK):

• in the event of intent and gross negligence, including intent and gross negligence of the legal representatives and vicarious agents of INTICS;
• for damage resulting from injury to life, body or health;
• for damage resulting from breach of a guarantee assumed by INTICS;
• in the event of fraudulent concealment of a defect;
• under the Law on Product Safety and Technical Regulations No. 7223 and in other cases of mandatory statutory liability.

11.2In the event of simple (slight) negligence, INTICS is liable only for breach of an essential contractual obligation and limited to the foreseeable damage typical for the contract at the time the contract was concluded. Essential contractual obligations are obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance the Customer regularly relies and may rely. Liability for simple negligence is limited to a maximum of the Turkish lira equivalent of EUR 100,000 (based on the TCMB foreign-exchange selling rate on the date of the damage) per damage event.

11.3Otherwise, liability of INTICS for simple negligence is excluded.

11.4Where data backup is the responsibility of the Customer under Clause 4.3, INTICS is liable for loss of data – except in the cases of Clause 11.1 – only in the amount of the effort that would have been required to restore the data had the Customer carried out proper data backup in accordance with the state of the art. If INTICS has assumed data backup in whole or in part under the individual contract or service description (e.g. within the framework of backup, hosting or operating services under Clause B.7.5), the first sentence does not apply to that extent; in that case INTICS is liable for loss of data covered by the agreed data backup in accordance with Clauses 11.1 to 11.3. The Customer’s contributory responsibility for data not covered by the agreed data backup remains unaffected.

11.5The defence of contributory fault remains unaffected.

11.6The above limitations of liability apply to all contractual and non-contractual claims for damages and claims for reimbursement of futile expenses, irrespective of their legal basis. They also apply in favour of the bodies, employees, subcontractors and other vicarious agents of INTICS.

11.7The Customer’s claims for damages and reimbursement of futile expenses are subject to the statutory limitation periods (Art. 146 et seq. TBK); limitation periods cannot be changed by contract (Art. 148 TBK). For recurring services (e.g. software maintenance, support, cloud and managed services), the period begins separately for each claim.

12.1The parties undertake to keep strictly confidential all confidential information of the other party that they obtain in connection with the contract – in particular commercial, banking and customer secrets within the meaning of Art. 55 TTK and Art. 239 of the Turkish Criminal Code No. 5237, source code, calculations, customer and project data –, to use it only for the performance of the contract and not to make it accessible to third parties. The parties shall exercise at least the same care in this respect as they apply to protect their own similar information.

12.2Employees, subcontractors and other vicarious agents engaged to perform the contract who have previously been bound to confidentiality in a similar manner, as well as advisers bound to professional secrecy (e.g. lawyers, tax advisers, auditors), are not deemed third parties.

12.3The confidentiality obligation does not apply to information that (a) is generally known or becomes generally known without breach of this obligation, (b) was demonstrably already known to the recipient at the time of disclosure, (c) was lawfully provided to the recipient by a third party without an obligation of confidentiality, (d) was demonstrably developed independently by the recipient, or (e) must be disclosed by law or by official or judicial order; in the latter case, the recipient shall inform the other party in advance to the extent legally permissible. The burden of proof for the existence of an exception lies with the recipient.

12.4The confidentiality obligation continues for five years after the end of the contract; for trade secrets, it applies for as long as they remain secret.

12.5INTICS is entitled to name the Customer, with its name and logo, as a reference customer (e.g. on its website, in presentations and offers), provided that the Customer has given its prior consent in text form. The consent may be revoked in text form at any time with effect for the future; in that case INTICS shall remove the reference from its digital channels within a reasonable period. The publication of project details, case studies or quotations in all cases requires the Customer’s separate prior consent.

13.1The parties shall comply with the applicable data protection provisions, in particular the Law on the Protection of Personal Data No. 6698 (KVKK) and its secondary legislation and – to the extent applicable – Regulation (EU) 2016/679 (General Data Protection Regulation, GDPR). They shall bind the persons entrusted with the processing of personal data to confidentiality.

13.2If INTICS processes personal data on behalf of the Customer in the course of performing the services (e.g. during support, helpdesk, remote maintenance, software maintenance or operation), or if access to such data cannot be ruled out, the parties shall conclude a data processing agreement in accordance with Art. 12(2) KVKK and – to the extent applicable – Art. 28 GDPR before processing begins. INTICS shall provide a template agreement for this purpose. Until such agreement has been concluded, INTICS is entitled to postpone services that require access to personal data.

13.3The Customer warrants that it is entitled to transfer personal data to INTICS and that the processing carried out by INTICS within the agreed scope is lawful.

13.4The parties shall take appropriate technical and organisational measures to protect shared information and system access. Access credentials provided to the other party must be kept confidential and deleted or deactivated after completion of the service.

13.5The Customer is obliged to implement security updates and patches for systems and applications operated within its own area of responsibility, as well as security measures recommended by INTICS or the relevant manufacturer, within a reasonable period; in the case of critical security vulnerabilities, this must be done without delay. If the Customer fails to do so despite a warning from INTICS in text form, INTICS is not liable for damage resulting from the failure to implement the measure, unless INTICS caused the damage intentionally or through gross negligence or another case under Clause 11.1 applies. This provision does not apply where INTICS has contractually undertaken to implement the relevant measures itself (e.g. within the framework of software maintenance, managed services or operating services under Clauses B.4 or B.7).

13.6Upon request, INTICS shall support the Customer in the technical and organisational implementation of regulatory requirements arising, for example, from the Cyber Security Law No. 7545, the Presidential Information and Communication Security Guide, the regulations of the Banking Regulation and Supervision Agency (BDDK) on information systems, the KVKK and – to the extent applicable – Directive (EU) 2022/2555 (NIS2), the GDPR or Regulation (EU) 2022/2554 (DORA). The type, scope and remuneration of such support result from the relevant individual contract; unless otherwise agreed, it is provided as a service in accordance with Clause B.1. Responsibility for compliance with the legal and regulatory requirements applicable to the Customer, in particular for determining whether it falls within their scope, risk management and reporting obligations towards authorities, remains with the Customer. INTICS does not provide legal advice; legal assessment is the responsibility of the Customer or its legal advisers.

14.1During the term of the relevant contract and for twelve months after its end, the Customer undertakes not to actively solicit INTICS employees deployed in the performance of the contract, i.e. not to contact them in a targeted manner – directly or through third parties (e.g. recruitment consultants or other service providers) – with the aim of inducing them to terminate their contractual relationship with INTICS and to work for the Customer. This provision also applies to freelancers and subcontractors deployed by INTICS under the contract.

14.2General job advertisements and applications and contacts made without prior targeted approach by the Customer do not constitute a breach. The freedom to work and to contract of the employees concerned (Art. 48 of the Constitution) remains unaffected.

15.1Delivered items (e.g. data carriers, hardware, documentation) remain the property of INTICS until all claims of INTICS arising from the relevant contract have been paid in full. The granting of rights of use in software and work results is subject to the condition precedent of full payment of the remuneration attributable to them (Clauses 8.1 and B.3.2).

15.2The retention of title is effective to the extent that it has been registered in the special register kept by the notary at the Customer’s place of residence in accordance with Art. 764 of the Turkish Civil Code No. 4721. Upon request of INTICS, the Customer shall cooperate in the steps required for registration.

15.3In the event of default in payment, INTICS is entitled, after a period set has expired without result, to withdraw from the contract and to demand the return of the goods subject to retention of title or the deletion of the transferred software.

15.4In the event of third-party interference with the goods subject to retention of title (e.g. attachment), the Customer shall point out INTICS’s ownership and inform INTICS without delay in text form.

16.1The term of contracts results from the relevant individual contract or from the Special Provisions in Part B. Unless otherwise agreed, contracts for continuing obligations (e.g. software maintenance, rental, subscription, support and helpdesk contracts) have a minimum term of twelve months and are automatically extended by a further twelve months in each case unless terminated by either party three months before the end of the relevant term.

16.2The right of both parties to extraordinary termination for good cause (in particular under Art. 435 and Art. 512 TBK) remains unaffected. Good cause for INTICS exists in particular if the Customer is more than two months in default with payment of a not insignificant part of the remuneration, infringes intellectual property rights of INTICS or third parties, or uses the software in breach of contract despite a warning.

16.3Notices of termination must be given in text form.

16.4Upon termination of a contract, each party shall return or delete the documents and data received from the other party, unless statutory retention obligations or legitimate interests prevent this.

17.1The Customer may transfer its rights and obligations under contracts with INTICS to third parties only with the prior consent of INTICS in text form. INTICS is entitled to transfer its rights and obligations to a company belonging to the same group of companies within the meaning of Art. 195 et seq. TTK; INTICS shall notify the Customer of this in advance in text form.

17.2Amendments and supplements to contracts and declarations of the Customer relating to the contract (e.g. notices of defects, setting of deadlines, declarations of withdrawal, reduction and termination) require at least text form. For the purposes of these GTC, “text form” means a declaration that identifies the declaring party and is transmitted in a readable manner on a durable medium, in particular e-mail; cases in which the law requires written form or notification through a notary remain unaffected. Individual agreements always take precedence over general transaction conditions.

17.3Amendments to these GTC become effective for existing contracts only if the parties expressly agree to them at least in text form. INTICS shall offer planned amendments relating to ongoing continuing obligations to the Customer in text form at least six weeks before the intended effective date, specifying the amended provisions. The Customer’s silence shall not be deemed consent. If the Customer does not consent, the previous GTC continue to apply unchanged. Price adjustments are governed exclusively by Clauses 5.8 to 5.10 and B.4.7; Clauses 17.4 and 17.5 do not apply to them.

17.4If performance of a continuing obligation on the previous terms becomes legally impossible or unreasonable for one of the parties due to a mandatory statutory provision entering into force after conclusion of the contract or a change in the case law of the Court of Cassation (Yargıtay) after conclusion of the contract, that party shall inform the other party without delay in text form, specifying the relevant provision. The parties shall endeavour to adapt the contract to the changed legal situation; Art. 138 TBK remains unaffected. If no agreement is reached within four weeks of receipt of the notification, the affected party may terminate the contract or the part of the contract affected by the legal change with three months’ notice to the end of a month.

17.5If, after conclusion of the contract, a third-party manufacturer changes the distribution, licence or usage terms binding on INTICS for third-party software specifically acquired by the Customer through INTICS or for a specifically acquired cloud or AI service (e.g. termination of a distribution or partner programme, discontinuation of the agreed licence model, mandatory change to end-user terms), and INTICS is therefore no longer able to provide the relevant service or only on significantly changed terms, INTICS shall inform the Customer in text form without delay after becoming aware of it, specifying the change, and shall offer an equivalent alternative where possible. If no agreement is reached within four weeks, either party may terminate only the part of the contract relating to the affected third-party software or service with three months’ notice to the end of a month or, if the manufacturer’s change takes effect earlier, as of the effective date of that change. Other services remain unaffected. The right of INTICS under Clause B.4.6 (end of life) remains unaffected.

17.6In the event of termination under Clause 17.4 or 17.5, fees paid in advance for the period after the termination takes effect shall be refunded pro rata. To the extent that the terminating party is not responsible for the underlying change, no further claims may be asserted on account of such termination.

17.7The law of the Republic of Türkiye applies exclusively, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the conflict-of-law rules of the Law on International Private and Procedural Law No. 5718 (MÖHUK).

17.8Unless otherwise agreed, the place of performance for all services and payments is the registered office of INTICS.

17.9If the Customer is a merchant or a public-law legal entity, or has no general place of jurisdiction in Türkiye, the courts and enforcement offices of Bodrum (Muğla) have exclusive jurisdiction for all disputes arising from or in connection with contracts based on these GTC, in accordance with Art. 17 of the Code of Civil Procedure No. 6100 (HMK). INTICS is also entitled to bring an action against the Customer at its general place of jurisdiction. The obligation to apply for mediation as a condition of action in commercial disputes (Art. 5/A TTK) remains unaffected.

17.10Should individual provisions of these GTC or of the contract be or become invalid or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions. The invalid or unenforceable provision shall be replaced by the statutory provisions (Art. 27(2) TBK).

17.11These GTC have been drawn up in Turkish. In the event of discrepancies between translations into other languages and the Turkish text, the Turkish text shall prevail.

B.1.1The subject matter of consulting and other services is in particular IT and business consulting, project support, project management, requirements analysis, concept design, and accompanying and supporting consulting in the implementation, integration and operation of the Customer’s software and IT systems. The services may be provided on the Customer’s premises or remotely. The scope of services and remuneration result from the relevant offer, service description and/or order confirmation.

B.1.2Consulting and other services are provided as services (contract of mandate) within the meaning of Art. 502 et seq. TBK. INTICS owes the professional performance of the agreed activities but, unless expressly agreed as a performance in the nature of a contract for work (see Clause B.2), does not owe a specific economic or technical result. Project responsibility and the decision on implementing recommendations remain with the Customer.

B.1.3Orders are generally placed in the form of consultant days or hour contingents. One consultant day comprises eight hours. Unless otherwise agreed, contingents not used within the agreed service period expire.

B.1.4Upon request of the Customer, INTICS prepares effort estimates based on information received from the Customer. These are for guidance only and are not binding; the actual effort may be higher or lower. INTICS shall inform the Customer as soon as it becomes foreseeable that the estimate will be exceeded by more than 15%. The effort spent on preparing an effort estimate may be invoiced on a time-and-materials basis if agreed in advance.

B.1.5INTICS owes documentation of the services only if expressly agreed. The Customer shall notify INTICS in advance of the documentation required, its type and scope; unless otherwise agreed, its preparation is remunerated on a time-and-materials basis.

B.1.6Confirmed assignment dates may be postponed or cancelled by the Customer free of charge up to 14 calendar days before the date. In the event of later postponement or cancellation, INTICS invoices 50% of the remuneration agreed for the date, and 100% in the event of cancellation less than three business days before the date; this does not apply if INTICS is able to deploy the scheduled employees elsewhere. The Customer remains entitled to prove that INTICS incurred no loss or a lower loss. Travel expenses already incurred that cannot be cancelled shall be borne by the Customer.

B.1.7The contractual relationship ends upon expiry of the term for which it was concluded or when the agreed contingent has been used up. Unless otherwise agreed, service contracts of indefinite duration may be terminated by either party with one month’s notice to the end of a month. Liability for compensation arising from termination at an inappropriate time under Art. 512 TBK remains unaffected.

B.2.1The subject matter is the creation, adaptation (customizing), implementation, integration and migration of software and other project services for which INTICS expressly owes the result (services in the nature of a work within the meaning of Art. 470 et seq. TBK). If no work result has been expressly agreed, INTICS provides software development services as services in accordance with Clause B.1. This applies in particular to services provided according to agile methods (e.g. Scrum), in which requirements are continuously prioritised by the Customer.

B.2.2The basis of a service in the nature of a work is a service description agreed between the parties (e.g. requirements document, functional specification, specification). The Customer is responsible for the completeness and correctness of the functional requirements. If the preparation of the specification is itself the subject of the order, it is carried out as a service unless otherwise agreed.

B.2.3The Customer shall notify INTICS of change requests in text form. INTICS shall examine the effects on effort, dates and remuneration and submit a corresponding offer to the Customer. Until agreement is reached on the change, the service continues on the basis of the existing agreement. The effort spent examining extensive change requests may be invoiced on a time-and-materials basis. Agreed dates shall be postponed by a reasonable period corresponding to the time required for examination and implementation.

B.2.4INTICS shall notify the Customer in text form of the completion of the service in the nature of a work or of partial services capable of acceptance. The Customer shall examine the service within 14 calendar days of receipt of the completion notice (acceptance period) and declare acceptance in text form if the service essentially conforms to the agreed service description. The parties may agree acceptance criteria, test scenarios and an acceptance procedure in the individual contract; the Customer shall provide the necessary test data and test environments for this purpose. Acceptance may not be refused because of insignificant defects; such defects shall be remedied within the framework of the warranty.

B.2.5If INTICS has set the Customer a reasonable period for acceptance after completion – the acceptance period under Clause B.2.4 is deemed such a period – and the Customer has not refused acceptance within this period, specifying at least one defect, the service is deemed accepted. Self-contained partial services may be accepted separately; partial acceptances are not affected by subsequent acceptances.

B.2.6INTICS owes the source code only if expressly agreed. Deposit of the source code in escrow may be governed by a separate agreement; unless otherwise agreed, the costs shall be borne by the Customer.

B.2.7Rights of use in work results are governed by Clause 8.

B.3.1The subject matter is the permanent (purchase) or temporary (rental, subscription) transfer of standard software produced by INTICS itself or distributed by INTICS as a reseller or distributor of third-party manufacturers, together with the related electronic user documentation. The type, number and scope of licences (e.g. named user, concurrent user, server, core, instance) result from the offer or order confirmation and the product-specific licence metric. For software of which INTICS is the manufacturer, the EULA and Product Terms additionally apply in accordance with Clause 1.4.

B.3.2In the case of purchase, the Customer acquires, upon full payment of the remuneration, a non-exclusive, perpetual right to use the software to the agreed extent for its own business purposes. In the case of rental or subscription, the Customer acquires a non-exclusive and non-transferable right of use limited to the contract term; upon termination of the contract the right of use ends and the Customer is obliged to delete the software including all copies and, upon request, to confirm the deletion in text form. Use by companies belonging to the same group of companies as the Customer within the meaning of Art. 195 et seq. TTK requires a separate agreement.

B.3.3Unless otherwise agreed, delivery is made by making the software available for download or by transmitting licence keys or access credentials. Risk passes to the Customer upon provision. If product activation or registration is required, the Customer shall carry it out. Installation, configuration and user training are owed only if separately agreed.

B.3.4The Customer may reproduce the software only to the extent necessary for its contractual use; this includes installation, loading into working memory and the creation of backup copies required for secure operation, which may be used for archiving purposes only. Modification, decompilation or reverse engineering is permitted only within the framework of the mandatory provisions of Art. 38 FSEK relating to computer programs. Copyright notices, serial numbers and other identifying features may not be removed or altered. Removal of copy protection is permitted only to the extent that it prevents trouble-free use; the burden of proof lies with the Customer.

B.3.5Operation of the software on behalf of third parties, in particular its use within the framework of data centre, outsourcing, hosting, application service provider (ASP) or software-as-a-service (SaaS) models, as well as its rental or other temporary transfer to third parties, requires a separate agreement. A permanent transfer of purchased software to third parties is permitted only as a whole and only if the Customer completely and finally ceases its own use, deletes all copies, notifies INTICS in advance in text form naming the recipient, and the recipient undertakes to comply with the terms of use. Overriding terms of third-party manufacturers remain unaffected.

B.3.6If INTICS is not the manufacturer of the software, the scope and conditions of the right of use are governed primarily by the manufacturer’s licence and usage terms valid at the time the contract is concluded (e.g. End User License Agreement – EULA, product terms). INTICS shall make these terms available to the Customer before conclusion of the contract in a manner enabling the Customer to take reasonable note of them, by stating them in the offer and either attaching them to the offer or giving a specific source (e.g. the manufacturer’s web address). INTICS shall separately point out in the offer any material usage restrictions going beyond these GTC (e.g. licence metric, territorial restrictions, restrictions on use by group companies or third parties, manufacturer audit rights, term and termination provisions). Terms made available in this way also become part of the contract in the relationship between INTICS and the Customer. If, during delivery, installation or activation, the manufacturer presents terms that deviate significantly to the Customer’s disadvantage from the terms made available before conclusion of the contract, the Customer is entitled, if it does not accept the deviating terms, to withdraw from the contract or terminate it to that extent with respect to the relevant third-party software within 14 calendar days of becoming aware of them; the remuneration paid in advance for the relevant third-party software shall be refunded against deletion of the software. Changes to the manufacturer’s terms during the contract term are governed by Clause 17.5. If INTICS delivers third-party products together with its own products as an integrated solution, in case of doubt the components may only be used together.

B.3.7The Customer shall protect the software, documentation, licence keys and access credentials against unauthorised access by third parties through appropriate measures and shall inform its employees of the obligation to comply with the terms of use and copyright law. Where data is extracted from third-party systems, the Customer alone is responsible for compliance with the licence terms applicable there.

B.3.8Upon request, and at most once per calendar year, the Customer shall notify INTICS of the actual extent of use of the software (licence reconciliation). If over-use is established, the Customer is obliged to purchase the missing licences retrospectively at the applicable list prices. Licence reconciliation is carried out after notice given in text form a reasonable time in advance and may not unreasonably disrupt the Customer’s business processes. More extensive audit rights arising from the licence terms of third-party manufacturers remain unaffected.

B.3.9For products with digital elements of which INTICS is the manufacturer, to the extent placed on the market in the EU by INTICS, INTICS fulfils its obligations as manufacturer under Regulation (EU) 2024/2847 (Cyber Resilience Act) in accordance with the temporal scope of application of the Regulation. In particular, during the support period specified in the Product Terms or product documentation, INTICS provides security updates to the extent necessary to remedy vulnerabilities and maintains a point of contact for reporting vulnerabilities. The Customer shall notify INTICS without delay of vulnerabilities of which it becomes aware and shall install the security updates provided in accordance with Clause 13.5. For software of third-party manufacturers, their provisions apply.

B.4.1Unless otherwise agreed, software maintenance for the software specified in the maintenance contract or offer comprises: (a) the provision of new releases, updates, patches and service releases to the extent generally offered by the manufacturer, and (b) the receipt and processing of error reports (support) for the current version and – during a transition period of six months after the release of a new major version – the previous version. Whether, when and in what form new versions or updates are released is at the discretion of the manufacturer.

B.4.2Prerequisites for maintenance services are that the Customer has lawfully acquired the software, uses it in a system environment supported by the manufacturer, and that maintenance has been agreed for all licences of the relevant software (no partial maintenance).

B.4.3Software maintenance does not include in particular: installation of updates and releases, consulting, training and on-site services, customizing and adaptation to changed hardware or software environments, user advice in the event of operating errors, and services in connection with modifications made to the software by the Customer or third parties. INTICS provides such services upon separate order as services in accordance with Clause B.1 against remuneration on a time-and-materials basis.

B.4.4The annual maintenance fee results from the offer or price list; for INTICS’s own software, unless otherwise agreed, it is calculated as a percentage of the relevant list price of the licences maintained. In the case of rental and subscription, maintenance is included in the fee and ends automatically upon termination of the rental or subscription contract.

B.4.5The maintenance contract has a minimum term of twelve months from the start of the contract and is extended by a further twelve months in each case unless terminated in text form three months before the end of the relevant contract year. If additional licences are acquired, they are included pro rata in the existing maintenance contract (co-termination).

B.4.6If the manufacturer completely discontinues maintenance for a product or version (end of life), INTICS’s maintenance obligation for the relevant product ends on that date. INTICS shall inform the Customer as soon as it becomes aware of this and shall endeavour to offer a suitable successor or replacement product. Maintenance fees paid in advance for the period after the end date shall be refunded pro rata.

B.4.7If the manufacturer of the software is a third party, the scope and conditions of maintenance are additionally governed by its maintenance or support terms, and INTICS can only provide maintenance services as long as the manufacturer is obliged to do so towards INTICS. INTICS is entitled to pass on price increases by the manufacturer to the Customer to the extent that INTICS’s purchase price actually increases; INTICS shall likewise pass on price reductions by the manufacturer. Upon request, INTICS shall document the manufacturer’s price change. INTICS shall notify the Customer of a price increase in text form no later than three months before the end of the relevant maintenance period; the increase then takes effect at the beginning of the next maintenance period. If the manufacturer announces the price increase so shortly in advance that INTICS cannot meet this deadline, INTICS shall notify the increase in text form no later than ten business days after becoming aware of it; in that case the increase takes effect no earlier than one month after receipt of the notice. If INTICS fails to meet the relevant notice period, the effective date of the increase is postponed accordingly. If the increase exceeds 5% compared with the previous year’s maintenance fee, the Customer may terminate maintenance for the relevant product with one month’s notice as of the date on which the increase takes effect; INTICS shall draw attention to this right in the notice. If the manufacturer provides for shorter periods, different periods may be agreed in the offer for the relevant software.

B.4.8If the Customer has terminated maintenance or maintenance has ended for other reasons, unless otherwise agreed or provided otherwise by the manufacturer, later resumption of maintenance (reactivation) is only possible against retroactive payment of the maintenance fees for the entire period without maintenance plus a reactivation fee of 20% of that amount. There is no entitlement to maintenance services after maintenance has ended.

B.5.1The subject matter of support and helpdesk services (e.g. service desk, user and software helpdesk, 1st/2nd/3rd-level support, application management, remote maintenance) is the receipt, recording, classification and processing of incidents, errors, requests and service orders (hereinafter: “Tickets”) within the agreed scope of services. Details, in particular the supported systems and applications, the number of authorised contact persons, service hours, priorities and response and, where applicable, restoration times, result from the relevant service description or Service Level Agreement (SLA).

B.5.2Support and helpdesk services are provided as services within the meaning of Art. 502 et seq. TBK. INTICS owes the professional processing of Tickets but, unless a restoration or resolution time has been expressly agreed as binding, does not owe the successful remedy of every incident within a specific time.

B.5.3Unless otherwise agreed, the following service hours apply: Monday–Friday 09:00–18:00 (Turkish time, TRT), excluding public holidays and religious holidays in Türkiye, the afternoons of the eves of such holidays (arife), and 31 December. Tickets received outside service hours are deemed received at the beginning of the next service period. Services outside service hours (e.g. on-call service, 24/7 support) require a separate agreement and are charged at the agreed surcharges.

B.5.4Tickets must be reported only by the contact persons designated by the Customer via the channels provided by INTICS (e.g. ticket system, service e-mail address, service hotline). The Customer shall describe incidents as precisely and reproducibly as possible and provide all information relevant to processing.

B.5.5Unless otherwise provided in the SLA, Tickets are classified according to the following priorities:

• Priority 1 (critical): use of the entire system or of business-critical functions is impossible and no workaround is available;
• Priority 2 (high): essential functions are significantly restricted, but business operations can be continued – if necessary with a workaround;
• Priority 3 (normal): individual functions are affected without significantly impeding business operations;
• Priority 4 (low): requests, notifications, change requests and minor disruptions.

B.5.6INTICS makes the final classification at its reasonable discretion, taking into account the Customer’s information. The response time is the period between receipt of a complete Ticket within service hours and the start of qualified processing by INTICS as notified to the Customer. Response times are not resolution times.

B.5.7Where necessary, the Customer shall grant INTICS secure remote access to the affected systems with the necessary authorisations. If remote access is not possible and on-site work is therefore required, this is invoiced separately on a time-and-materials basis plus travel expenses.

B.5.8Support and helpdesk services are remunerated, as agreed, by a monthly or annual flat fee, a pre-purchased hour contingent or on a time-and-materials basis. Unless otherwise agreed, contingents not used within the agreed billing period expire. Services exceeding the agreed scope of services or based on causes within the Customer’s area of responsibility (e.g. operating errors, unauthorised changes, unsupported environments) are invoiced on a time-and-materials basis at the applicable rates.

B.5.9If an SLA provides for service credits or other legal consequences for failure to meet service levels, these are conclusive to the extent legally permissible; Clause 11.1 remains unaffected.

B.5.10Unless otherwise agreed in the service description, Clause 16.1 applies to term and termination.

B.6.1The subject matter is standard and individual training courses, workshops and training programmes held on INTICS premises or in training rooms rented by INTICS, on the Customer’s premises or as online training (live or e-learning). Content, duration, maximum number of participants and fee result from the relevant training description, offer or registration or booking confirmation.

B.6.2Registrations are made in text form, in particular via a registration form or by e-mail. The contract is concluded upon INTICS’s registration or booking confirmation. For standard training courses, registrations are considered in order of receipt.

B.6.3Unless otherwise stated, training takes place between 09:00 and 17:00. For training on INTICS premises, training materials, refreshments and, where provided for in the training description, meals are included in the training fee. For training on the Customer’s premises, the Customer provides the training rooms and technical equipment (e.g. presentation equipment, workstations, network and system access) unless otherwise agreed.

B.6.4For online training, the Customer is responsible for meeting the technical requirements (e.g. internet connection, approval of the conferencing or remote-access tools used under the Customer’s IT security policies). Access credentials are personal and may not be passed on to third parties.

B.6.5Training materials are protected by copyright. Participants receive a simple, non-transferable right to use the materials for their own purposes. Reproduction, disclosure to third parties, publication or use in their own training events without the prior consent of INTICS in text form is prohibited. Video and audio recordings of training sessions may only be made with the consent of INTICS.

B.6.6Cancellations and booking changes by the Customer must be made in text form. The following rules apply to open and standard training courses: cancellation is free of charge up to 14 calendar days before the start of the training; in the event of cancellation 13 to 7 calendar days before the start of the training, 50% of the training fee is invoiced, and in the event of later cancellation or non-attendance, 100%. A substitute participant may be named free of charge up to the start of the training.

B.6.7The following rules apply to training held on the Customer’s premises and to individual and online training: postponement or cancellation is free of charge up to 14 calendar days before the date; in the event of later postponement or cancellation, 50% of the agreed fee is invoiced, and in the event of cancellation less than three business days before the date, 100%. Travel expenses already incurred that cannot be cancelled shall be borne by the Customer.

B.6.8In the cases of Clauses B.6.6 and B.6.7, the Customer remains entitled to prove that INTICS incurred no loss or a significantly lower loss.

B.6.9INTICS is entitled to cancel or postpone training up to 7 calendar days before the start of the training if the minimum number of participants is not reached, or at short notice for an important reason for which INTICS is not responsible (e.g. sudden illness of the trainer, force majeure). In these cases, training fees already paid are refunded or – at the Customer’s option – credited to an alternative date. If INTICS cancels or postpones a training course less than 7 calendar days before the start for other reasons within its area of responsibility (e.g. scheduling or capacity reasons, or cancellation because the minimum number of participants was not reached after expiry of the aforementioned period), INTICS shall additionally reimburse the documented, reasonable and no longer cancellable travel and accommodation expenses of the registered participants, up to a total not exceeding the net training fee agreed for the relevant training. Further claims exist only in accordance with Clause 11; Clause 11.1 remains unaffected.

B.6.10To the extent certification examinations are offered, the provisions of this Clause B.6 apply mutatis mutandis; content, duration and conditions result from the relevant examination description.

B.7.1The subject matter of cloud and managed services is the provision, set-up, administration, monitoring and support of the Customer’s cloud services and IT systems, in particular based on Microsoft 365 and Microsoft Azure, as well as the brokering or resale of third-party cloud subscriptions (e.g. under the Microsoft Cloud Solution Provider programme). The type and scope of the services, the supported systems, service hours and, where applicable, availability and restoration times result from the relevant service description or Service Level Agreement (SLA). Clauses B.4 and B.5 also apply.

B.7.2Where cloud services are operated by third parties (e.g. Microsoft), INTICS does not owe the operation of these services itself but only its own services agreed in the contract (e.g. provision of subscriptions, set-up, configuration, administration and support). With regard to the functionality, availability, security and data processing of the manufacturer’s services, the manufacturer’s applicable terms (e.g. customer agreement, product terms, data protection addendum and the manufacturer’s service level agreements), which INTICS has made available to the Customer before conclusion of the contract in accordance with Clause B.3.6 and which the Customer accepts by placing the order, take precedence. INTICS passes on service credits to the Customer to the extent it receives them from the manufacturer for the Customer’s services.

B.7.3The Customer acknowledges that manufacturers may change the functions, licence models, prices, data centre locations and terms of their services or discontinue the services (manufacturer dependency). INTICS shall inform the Customer of material changes of which it becomes aware and which affect the agreed services, and upon request shall support necessary adaptations against remuneration on a time-and-materials basis. INTICS is not responsible for changes to or the discontinuation of manufacturer services for which it is not responsible; Clause 11.1 remains unaffected. Clause B.4.7 applies mutatis mutandis to price changes.

B.7.4For operating services provided by INTICS itself, the availability agreed in the service description applies. If no availability has been agreed, INTICS does not owe any specific availability. Unless otherwise agreed, availability is measured over the calendar year (annual average). The following do not count as downtime: announced maintenance windows (announced at least five business days in advance, and as early as possible for urgent security updates), manufacturer services outside INTICS’s area of responsibility, disruptions of the internet or telecommunications networks, disruptions within the Customer’s area of responsibility (e.g. its own hardware and software, networks, operating errors) and cases of force majeure (Clause 7.2).

B.7.5INTICS owes data backups only to the extent expressly agreed in the service description. In that case, the scope, frequency, retention period and storage location of the backups and the restoration times result from the service description; INTICS checks restorability at reasonable intervals by way of random sampling. Restorations carried out at the Customer’s request are remunerated on a time-and-materials basis unless agreed as a flat-rate service. Integrated functions of the manufacturer’s services (e.g. recycle bin, version history, retention policies) do not constitute data backup within the meaning of this clause. If no data backup by INTICS has been agreed, the Customer remains responsible for data backup in accordance with Clause 4.3.

B.7.6To the extent technically possible and unless otherwise agreed, INTICS sets up cloud services in such a way that customer data is stored in data centres in Türkiye or within the European Union or the European Economic Area (EU/EEA). The Customer acknowledges that, under their own terms, manufacturers may also process certain data (e.g. for support, security, telemetry or individual functions) outside these regions. Transfers of personal data abroad take place only on the basis of Art. 9 KVKK (in particular an adequacy decision or standard contractual clauses announced by the Personal Data Protection Board and notification thereof to the Board) and – to the extent applicable – Art. 44 et seq. GDPR, and in accordance with the manufacturer’s data protection terms. Upon request, INTICS shall inform the Customer of the data locations known to it. Clause 13 also applies.

B.7.7The Customer is responsible for the content and data it stores or processes in the cloud services, for lawful and licence-compliant use by its users, for compliance with the manufacturers’ acceptable use policies and for the secure storage of access credentials. Where available, the Customer shall use multi-factor authentication and shall inform INTICS without delay of any indications of misuse or a security incident.

B.7.8The term, termination, and increase or reduction of the quantity of cloud subscriptions brokered or resold by INTICS are governed primarily by the manufacturer’s terms, which take precedence over Clause 16.1. In particular, fixed-term subscriptions (e.g. annual subscriptions) generally cannot be terminated or reduced in quantity during their term; increases are possible at any time. Consumption-based services (e.g. Microsoft Azure) are invoiced monthly according to actual usage on the basis of the applicable prices; monitoring consumption is the Customer’s responsibility. Upon request, INTICS sets up budget limits and cost alerts. For data processing services provided by INTICS itself, Clause B.7.11 additionally applies.

B.7.9INTICS is entitled to temporarily suspend access to cloud services in whole or in part if (a) the Customer is more than 30 days in default with payment for these services and the suspension has been announced in text form at least ten days in advance, (b) there is a serious threat to the security or integrity of the systems of INTICS, the Customer or third parties, or (c) the manufacturer so requests. The suspension must be limited to what is necessary; to the extent the Customer is responsible for the suspension, INTICS’s claim to remuneration continues.

B.7.10After termination of the contract, INTICS shall, to the extent it has access, provide the Customer with its data in a common format within 30 days upon request, or support the transfer of the subscriptions to the Customer or to a service provider designated by it. Support services during migration are remunerated on a time-and-materials basis. After expiry of this period, INTICS is entitled to delete the data unless statutory retention obligations prevent this; the manufacturers’ deletion periods remain unaffected. To the extent Clause B.7.11 applies, it takes precedence over this clause.

B.7.11To the extent INTICS itself provides data processing services within the meaning of Regulation (EU) 2023/2854 (Data Act) (e.g. its own hosting, operating or SaaS services) and the switching provisions of the Data Act are applicable within their scope, the following additionally applies to the Customer’s switching to another provider or to its own IT infrastructure: (a) The Customer may request switching with a notice period of no more than two months; to that extent, the contract ends upon successful completion of the switching, and Clause 16.1 does not apply in this respect. (b) The notice period is followed by a transition period of 30 calendar days during which INTICS continues the service and reasonably supports the switching; if this is technically not feasible, INTICS shall notify this with reasons within 14 business days and set an alternative transition period of no more than seven months. The Customer may extend the transition period once. (c) INTICS shall provide the Customer’s exportable data and digital assets in a structured, commonly used and machine-readable format, inform in advance about procedures, formats and known restrictions, and keep the data available for at least 30 calendar days after the end of the transition period. (d) For switching, INTICS charges until 11.01.2027 at most the costs directly incurred by it and from 12.01.2027 no switching charges at all. Charges for early termination of fixed terms remain unaffected to the extent legally permissible. For third-party services merely brokered or resold by INTICS (Clause B.7.8), the switching rules of the relevant provider apply.

B.8.1The subject matter is the consulting, design, development, implementation, operation and support of solutions based on artificial intelligence (AI) and of automation solutions (e.g. assistants, chatbots and AI agents, AI-supported document and data processing, AI-supported monitoring of interfaces and processes, process automation), as well as the implementation and configuration of third-party AI services such as Microsoft Copilot or Azure OpenAI. The Special Provisions for the relevant type of service (in particular Clauses B.1, B.2, B.3, B.5 and B.7) also apply.

B.8.2The Customer acknowledges that AI systems are based on statistical methods. Their outputs (e.g. texts, summaries, classifications, recommendations, code or images) may be incorrect, incomplete, outdated or inappropriate and may vary for identical inputs. INTICS owes the agreed functionality of the solution (e.g. integration, configuration, connection of data sources) but, unless specific quality criteria (e.g. accuracy rates based on agreed test data sets) have been expressly agreed as characteristics, does not owe the substantive correctness, completeness or fitness for a particular purpose of individual AI outputs.

B.8.3Before using AI outputs, in particular before making legally, financially, security- or personnel-relevant decisions on their basis or publishing them, the Customer is obliged to have them reasonably checked by competent persons. The Customer ensures appropriate human oversight of the use of the AI solution. Responsibility for decisions based on AI outputs, including the admissibility of automated decisions under Art. 11(1)(g) KVKK and – to the extent applicable – Art. 22 GDPR, lies with the Customer. The Customer shall test and expressly approve automations that trigger actions in its systems with its own authorisations before productive use.

B.8.4INTICS is not liable for damage resulting from the Customer using AI outputs without appropriate checking or using unapproved automations in a productive environment contrary to Clause B.8.3, unless INTICS caused the damage intentionally or through gross negligence or another case under Clause 11.1 applies. Otherwise, Clause 11 applies.

B.8.5The Customer is responsible for ensuring that it is entitled to use the content entered or connected by it or its users (e.g. inputs/prompts, documents, databases) and that its processing by the AI solution complies with applicable law, in particular data protection and copyright law. The Customer shall process special categories of personal data (Art. 6 KVKK, Art. 9 GDPR) and trade secrets of third parties only to the extent permissible and agreed with INTICS.

B.8.6INTICS shall not use the Customer’s data, inputs and outputs to train or improve AI models that INTICS uses for other customers or generally, unless the Customer has expressly consented in text form. If models are adapted with the Customer’s data at its request (e.g. fine-tuning, building knowledge bases), these adaptations may be used only for the Customer. For third-party AI services, INTICS selects, where available, configurations in which inputs and outputs are not used to train the manufacturer’s models according to the manufacturer’s terms; the manufacturer’s applicable terms are decisive in this respect.

B.8.7For third-party AI services (e.g. Microsoft Copilot, Azure OpenAI), the terms and acceptable use policies of the relevant manufacturer, including any content filters, take precedence; Clauses B.7.2 and B.7.3 apply mutatis mutandis. Manufacturers may change or discontinue models and model versions, which may change the behaviour of the solution; unless agreed within the framework of an operating or maintenance contract, INTICS carries out the resulting necessary adaptations upon request against remuneration on a time-and-materials basis. The Customer acknowledges that assistant functions such as Microsoft 365 Copilot can in principle access all content to which the relevant user has access; responsibility for an appropriate authorisation and classification concept lies with the Customer. INTICS supports its review and implementation (e.g. readiness check) upon separate order. For AI services of providers headquartered outside the EU/EEA (e.g. in the USA), INTICS prefers, where available, processing in data centres within the EU/EEA (e.g. EU Data Boundary); transfers of personal data to third countries take place only in accordance with Clause B.7.6 (Art. 9 KVKK, Art. 44 et seq. GDPR).

B.8.8The Customer acknowledges that under applicable law no copyright may arise in outputs generated entirely by AI and that AI outputs may contain content subject to third-party rights. INTICS gives no assurance as to the protectability of AI outputs or their freedom from third-party rights; Clause 10 does not apply to AI outputs unless they were created or processed by INTICS itself. To the extent INTICS holds rights in AI outputs or solution components created by INTICS (e.g. prompts, configurations, workflows), Clause 8 applies. Any indemnification commitments of manufacturers apply in the relationship between the manufacturer and the Customer in accordance with their terms. Before publishing or commercially using AI outputs, the Customer shall check them for possible third-party rights and, to the extent required by law, label them as AI-generated.

B.8.9To the extent Regulation (EU) 2024/1689 (AI Act) is applicable (in particular where AI systems are placed on the market in the EU or their outputs are used in the EU), and unless otherwise specified in the individual contract, the following applies to the roles under the AI Act: (a) INTICS is the provider of AI systems that it develops and places on the market or puts into service under its own name or brand (e.g. its own AI products and SaaS solutions) and fulfils the obligations incumbent on it in this respect; (b) if INTICS develops an AI solution on behalf of the Customer that the Customer puts into service under its own name or brand or makes available to third parties, the Customer is the provider; INTICS supports the Customer in fulfilling the provider obligations in accordance with a separate agreement; (c) to the extent the Customer uses AI systems under its own responsibility, it is the deployer and is responsible for the deployer obligations, in particular for sufficient AI literacy of its staff (Art. 4 AI Act); (d) if the Customer makes substantial modifications to an AI system or changes its intended purpose, it may itself become a provider under Art. 25 AI Act. The obligations of providers of third-party AI models and AI services (e.g. Microsoft, OpenAI) remain unaffected.

B.8.10To the extent AI systems are intended to interact directly with natural persons (e.g. chatbots, voice assistants), the relevant provider designs them in such a way that the persons concerned are informed that they are interacting with an AI system, unless this is obvious to a reasonably well-informed person (Art. 50 AI Act). As deployer, the Customer ensures that this notice is not removed or concealed in its own context of use (e.g. website, customer portal, internal applications) and fulfils the transparency obligations incumbent on it, for example when publishing AI-generated or manipulated content.

B.8.11The use of INTICS solutions in areas classified or classifiable as high-risk AI systems within the meaning of Art. 6 AI Act (e.g. personnel selection and personnel decisions, creditworthiness assessment, management of critical infrastructure) is permitted only on the basis of a separate prior agreement in text form specifying the roles, the relevant obligations (in particular risk management, documentation and human oversight) and the remuneration. Use for practices prohibited under Art. 5 AI Act is excluded. The Customer shall notify INTICS in advance of any intended use within the meaning of sentence 1; as long as there is no agreement under sentence 1, INTICS is entitled to refuse the relevant service.