Subscription and Service Agreement

This Subscription and Service Agreement (the "Agreement") sets out the terms for providing Çözüm Hanem cloud-based building management software (the "Platform") to management bodies on a subscription basis. Schedule 1 (Subscription Summary) and Schedule 2, the Data Processing Agreement, form an integral part of this Agreement. The Subscription Pre-Information Form is provided before the Agreement.

1. Parties

This Agreement is concluded between Akıl Yapay Zeka ve Yazılım Teknolojileri Anonim Şirketi (the "Company"), whose details are set out below, and the residential compound, apartment building or property management body or property-management company (the "Subscriber") whose name and contact details are set out in Schedule 1.

Trade name

Akıl Yapay Zeka ve Yazılım Teknolojileri Anonim Şirketi

Brand

Çözüm Hanem

MERSİS number

0025117079500001

Tax office / number

Şehitkamil / 0251170795

Trade registry

Gaziantep Trade Registry Office – 80814

Head office address

OSB 2. Bölge 83235 Nolu Cd. No:8, Başpınar (Organize) OSB, 27620 Şehitkamil/Gaziantep

Phone

+90 551 678 89 15

Email

[email protected]

Website

https://www.cozumhanem.com

The person who approves the agreement electronically declares that they are authorized to enter into the agreement on behalf of the Subscriber.

2. Subject

The subject of the agreement is the provision of the Platform for the use of the Subscriber and the users defined by the Subscriber (manager, staff and residents) within the package and scope set out in Appendix-1. Restrictions, termination and deletion cover only the branches or properties stated in Appendix-1.

3. Term and Service Periods

The agreement is for an indefinite term. The service is provided in the monthly or annual periods shown in Appendix-1. The first service period begins on the start date stated in Appendix-1. The fee for each period is paid by the due date (“Due Date”) stated in Appendix-1 and in the reminders sent by the Company.

If the fee for a period is paid within the first 5 days following the Due Date, the new period starts on the Due Date. If the fee is paid later, after management access has been restricted, the new period starts on the payment date and no fee is charged for the restricted days. The new period does not begin until its fee is paid; therefore no fee, interest or penalty is claimed from the Subscriber, and an unpaid period only leads to the restrictions set out in Article 8.

4. Fees and invoicing

The term fee, inclusive of all taxes, is shown in Appendix 1. For each collection, the Company issues a legally compliant electronic invoice or e-Archive invoice and sends it to the Subscriber's registered email address. The Subscriber is responsible for the accuracy of the invoicing information.

5. Price changes

The Company may change the period fee by notifying the Subscriber by email at least thirty days before the effective date. The new fee applies from the first service period starting after the notification; the fee for a period already paid does not change. If the Subscriber does not accept the change, they may terminate the Agreement without penalty under Article 10.

6. Automatic renewal instruction

If the Subscriber wishes, after the Agreement is concluded, they may give a separate instruction for the fee for subsequent periods to be collected from the registered card at the start of each period. The instruction also covers the storage of the card with the payment institution and can be withdrawn at any time from the subscription screen on the Platform. The Company notifies the amount and date to be collected at least 3 days before each collection. If a period's fee has been paid via a payment link, no additional charge is made to the card for that period. A Subscriber who does not give the instruction pays via the payment link sent before the end of the period.

7. Payment reminders

The Company sends reminders containing a payment link to the Subscriber's registered email address, and to their WhatsApp number if they have opted in, 14, 7, 3 and 1 day before the due date and on the due date itself. These reminders are informational messages about the ongoing subscription and do not contain any promotion of goods or services.

8. Restriction of the service in case of non-payment

If the fee for the new period is not paid by the end of the Due Date, the following stages apply. The day counts in this clause are calendar days following the Due Date (Türkiye time); the Due Date itself is not counted and the service continues uninterrupted on the Due Date. Each stage begins at the start of the relevant day (00:00). The day counts of the stages and sample dates calculated from them are set out in Appendix-1 and shall not be changed to the Subscriber's detriment without the Subscriber's renewed approval. Restrictions apply only to the branches or sites listed in Appendix-1; the use of the same individuals on the Platform at branches or sites belonging to another management is not affected.

1. Grace period (the first 5 days following the Due Date): the service continues without interruption; no separate fee is charged for these days. A dismissible warning is shown on the Management's screens, and the Company sends a payment link by email every day and, if consent has been given, via WhatsApp.
2. Restriction of management access (from day 6): The Subscriber's manager and staff users cannot use management functions in respect of the branches or residential compounds listed in Appendix 1; these users' permissions in another branch or compound on the Platform are not affected by this restriction, but the data of the restricted branch or compound cannot be accessed through those permissions either. During this period, payment, subscription and invoice information, contract texts, data export, termination of the subscription, account deletion, personal data requests and support channels remain open. Data is not deleted or modified during this period; scheduled automated processes (such as automatic billing and bulk notifications) may be paused. Throughout the restriction period, the Company continues to notify the Subscriber by email at intervals of no more than 10 days.
3. Restriction of resident access (from day 15): For the units in the branches or residential compounds listed in Appendix 1, residents cannot use the Platform's web, mobile and messaging channels; their use in respect of units under another management is not affected. Residents are shown a neutral notice that does not disclose the Subscriber's payment status. The Company also notifies the Subscriber at least 3 days before this date. During this period, automatic payment instructions given by residents through the Platform for these units are not executed; once the restriction is lifted, the instructions resume automatically.
4. Notice of termination (day 45): the Company notifies the Subscriber that, if payment is not made by a date at least 15 days after the date of notification, the Agreement will be deemed terminated, along with the earliest date on which the data will be deleted and how the data can be exported.
5. Termination and deletion: If payment is not made by the notified date (day 60), the Agreement terminates. The data is deleted in accordance with Article 11.

Restrictions are applied provided that the notifications set out in this article are sent to the Subscriber's registered email address on the Platform. The registered email address being invalid or out of use does not prevent the notification from being deemed served; the Subscriber is obliged to keep their contact details up to date.

The day counts in this clause do not start to run until at least 7 days have passed from the date the Agreement was first approved. Days on which payment could not be made due to a failure attributable to the Company or the Company's payment institution are not counted toward these day counts; the tiers are postponed by that period and the Subscriber is notified. If the failure is identified later, notifications sent during the failure period are deemed not to have been made, and the Subscriber is notified again with the corrected dates. If the Subscriber is a merchant, the notification period in paragraph (d) starts on the date the warning under Article 17 reaches the Subscriber.

For subscriptions billed through the App Store or Google Play, payment under this clause is made via the relevant store's payment method; while the store's renewal instruction remains active, the Company does not send a separate payment link.

9. Reinstatement of access

Restrictions are lifted at any stage once the fee is paid; the start of the new service period is determined under Article 3. Access is restored within 24 hours at the latest (usually within a few minutes) after the payment reaches the Company. Once deletion is complete, the data cannot be recovered.

10. Termination by the Subscriber

The Subscriber may terminate the Agreement at any time, without giving any reason and without paying any penalty. Termination can be made via the "End subscription" step on the Platform, by email to [email protected] or in writing; it is also available during the restriction period. The Subscriber chooses one of two options:

1. Termination at the end of the term: automatic renewal is switched off, the service continues until the end of the paid term, and no refund arises. Once the termination request reaches the Company, no new collection is initiated from the registered card; if a collection already in progress at the time the request arrives is completed, the amount is refunded without deduction. A termination request may be withdrawn before the term ends.
2. Immediate termination: A termination request is carried out on the date chosen by the Subscriber, within seven days of reaching the Company at the latest. The amount corresponding to the unused full days of the paid period is refunded within fifteen days of the termination taking effect, using the same payment method, without any deduction. For annual periods, the refund is calculated on the per-day amount of the period fee stated in Annex-1; one-off fees such as the setup fee are not included in the refund calculation.

Termination is confirmed to the Subscriber by email. For subscriptions purchased through the App Store or Google Play, collection, auto-renewal and refunds are subject to the relevant store's rules; this does not affect the Subscriber's right to terminate the Agreement through the Platform.

11. Consequences of Termination and Data Deletion

Whichever reason the agreement ends for, the Subscriber can export their data for 30 days from the termination date. After this period and the notification period in clause 8/d expire, the Company deletes or anonymizes the Subscriber’s data with the approval of its authorized staff and within 90 days of termination at the latest, and sends the Subscriber a deletion confirmation. In case of termination due to non-payment, this means no earlier than day 90 and no later than day 150 following the Due Date. No automatic deletion takes place.

Records that the Company is obliged to keep in its own name under legislation (this Agreement and its annexes, consent records, invoices and collection records, intermediation records for payments made through the Platform, notification and security logs) are retained for the statutory retention periods and deleted at the end of those periods. Where there is a legal dispute, a request from an official authority or a need to preserve evidence, deletion may be postponed, with the reason notified to the Subscriber.

After the Agreement ends, the Subscriber may request in writing that their data be deleted without waiting for the data export period; in this case, deletion may be carried out before this period expires with the approval of authorised personnel.

12. Personal Data

The Subscriber is the data controller with respect to the resident, staff and compound data recorded on the Platform; the Company acts as a data processor on behalf of the Subscriber with respect to this data. The rights and obligations of the parties are set out in Annex-2 Data Processing Agreement. The Company does not prevent the Subscriber from exporting their data on the grounds that payment has not been received.

12A. Sales Partners and Hosting

If the Subscriber joined the Platform through a reseller partner, the reseller partner is not a party to this Agreement and does not receive notifications on the Subscriber's behalf. The Company may notify the reseller partner only of the subscription status (active, restricted, terminated); the amount, payment details and the Subscriber's data on the Platform are not shared.

If the Subscriber's compound is hosted in another property-management company's Platform account, this Agreement covers only the compound or compounds listed in Annex-1 for the Subscriber; restriction, termination and deletion affect only these compounds. The hosting property-management company is not a party to this Agreement.

13. Informing Residents

The Subscriber is aware that the restriction in clause 8/c will affect their residents and is obliged to ensure that their residents can also continue their maintenance fee and debt transactions through channels outside the Platform. The Company provides residents with neutral information only.

14. Right of Withdrawal

Because the Service begins to be performed electronically at the Subscriber's explicit request, there is no right of withdrawal under subparagraphs (ğ) and (h) of the first paragraph of Article 15 of the Distance Contracts Regulation. The Subscriber's right of termination and partial refund under Article 10 is reserved.

15. Changes to the Agreement

The Company may amend this Agreement by publishing a new version. Changes to the Subscriber’s detriment are notified at least thirty days before they take effect, do not apply to past periods, and, with respect to the number of days in Article 8, apply only if the Subscriber approves the new version. If the Subscriber does not accept the new version, they may terminate the Agreement without penalty.

16. Force Majeure, Maintenance and Service Defects

The Company exercises reasonable care to keep the Platform running without interruption and securely. The start and end of planned maintenance work are notified at least forty-eight hours in advance. In cases beyond the parties’ control, such as natural disasters, epidemics, war, widespread infrastructure and communication outages, or decisions by official authorities, the affected obligations are suspended for the duration of the force majeure event. If the service is not provided in accordance with the Agreement, the Subscriber’s optional rights under Article 15 of Law No. 6502 are reserved.

17. Notices

The parties accept the e-mail addresses in Annex-1 and in-Platform notifications as their address for service. If the subscriber is a merchant, default and termination notices are also served by notary, registered letter or registered electronic mail (KEP) in accordance with the third paragraph of Article 18 of the Turkish Commercial Code.

18. Disputes

A subscriber deemed a consumer may apply to the consumer arbitration committee within the monetary thresholds announced annually by the Ministry of Trade, and for disputes exceeding the threshold, to the consumer court, subject to the mandatory mediation precondition. For disputes arising with a subscriber who is not deemed a consumer, the Gaziantep Courts and Enforcement Offices have jurisdiction.

19. Effective Date

The agreement is formed when the Subscriber approves it electronically together with Appendix-1. The approved text and Appendix-1 are stored as they were at the moment of approval and are also sent to the Subscriber’s registered electronic mail address. The lock and deletion schedule of this agreement has been prepared according to policy version 1 (01.10.2026).

Appendix 1 Subscription Summary

Appendix 2 Data Processing Agreement

The current text of the Data Processing Agreement is available at /veri-isleme-sozlesmesi and is approved together with this Agreement.