Offer to enter into a contract for access to Google Workspace services
This document represents an official offer by Cloud Bilgisayar Bilisim Limited Sirketi, hereinafter referred to as the "Provider" or “Contractor”, to enter into a contract for access to Google Workspace services.
Definitions and Terms
1.1. For the purposes of this document, the following terms are used in the following meanings:
a) Google - directly refers to the company Google Cloud EMEA Limited, including all its affiliated entities participating in the provision of Google Services to the Customer.
b) Google Services - the services provided by Google under Google Workspace, including various software tools for conducting business, the specific list and terms of use of which are determined by Google and may be changed from time to time in accordance with the mandatory documents specified in this Agreement.
c) Website - the internet sites located at the domain address https://cloudmomentum.pro and/or under its management.
d) Customer - a person capable of Accepting the Offer (in relation to the procedure for concluding the Agreement) or who has accepted the Offer (in relation to the performance of the concluded Agreement).
e) End user - an individual to whom the Customer grants permission to use Google Services within the scope of the provided Services.
f) Services - the services provided by the Contractor to enable the Customer to use Google Services, provided under a separate Order, in accordance with the terms of the concluded Agreement.
g) Offer - the text of this document, including all attachments, amendments, additions, and mandatory documents, posted on the Contracor's website and/or accessible on the Internet at the address: https://cloudmomentum.pro/workspace-offer.
h) Agreement - the corresponding contract for the provision of Services, concluded between the Contractor and the Customer based on the terms of this Offer, including all invoices, acts, and electronic forms expressing its content.
i) Order - the Customer's completion of actions listed on the corresponding page of the website and/or their Personal account, necessary for the registration of a separate Agreement.
j) Acceptance of the Offer — full and unconditional acceptance of the Offer by the Customer performing the actions specified in section 10 of the Offer, creating an Agreement between the Customer and the Contractor.
k) Reporting period – a calendar month that falls on the period from the moment of conclusion of the Contract to its termination. The beginning of the first Reporting period is the date of conclusion of the Contract, the end of the last Reporting period is the last day of the Contract.
1.2. This Offer may use terms and definitions not defined in clause 1.1. of the Offer. In this case, the interpretation of such a term is made in accordance with the text of the Offer. In the absence of an unambiguous interpretation of the term or definition in the text of the Contract, one should be guided by its interpretation, defined: first of all, by the Order and the documents mandatory for the Parties named in the Offer, second of all, by the legislation of Turkey, and subsequently by business customs and scientific doctrine.
1.3. Any reference in this Offer to the clause (section of the Offer) and/or its terms means a corresponding reference to this Offer (its section) and/or its terms.
2. Subject of the contract
2.1. The Contractor undertakes to provide Services to the Customer on the basis of placed Orders, and the Customer accepts and pays for Services on the terms of this Offer.
2.2. The name and composition of the Services provided, the selected tariff and /or tariff plan, the period of Service provision, the number of End Users for the provision of Services and, if necessary, other conditions for the provision of Services are determined on the basis of the information and materials provided by the Customer when placing the Order, in accordance with the terms of Mandatory Documents.
2.3. On the basis of this Offer, the Parties may conclude an unlimited number of Contracts, including with fully or partially coinciding validity periods.
2.4. All invoices, electronic forms and other documents expressing the content of the Contract, paid, accepted or sent by the Parties during the period of the Offer, in the absence of a contract between the parties concluded by signing a single document, are considered to be drawn up and subject to execution in accordance with the terms of this Offer.
3. Terms of service
3.1. A prerequisite for the provision of Services by the Contractor is the unconditional acceptance and compliance by the Customer of the requirements and provisions applicable to the relations of the Parties under the Contract, determined by the following documents binding on the Parties ("Mandatory Documents"):
3.1.1. The price list of the Contractor in the version posted on the Internet at: https://cloudmomentum.pro/google-workspace, including a list of tariffs and/or tariff plans approved by the Contractor for the provision of Services;
3.1.2. Google Terms of Use in the version posted on the Internet at: https://policies.google.com/terms, which sets the general rules for the provision and use of Google Services;
3.1.3. Google's Privacy Policy in the version posted on the Internet at: https://policies.google.com/privacy?hl=tr, which provides for the procedure for collecting, using, and distributing information about users, including their personal data;
3.1.5. Google's Acceptable Use Policy in the version posted on the Internet at: https://policies.google.com/privacy, which establishes prohibited ways of using Google Services and the consequences of their violation.
3.2. The Customer is obliged to provide the Contractor with the information necessary for the provision of Services under the Contract before the start of the provision of Services under it.
Provision of information to the Contractor is carried out by filling out questionnaires and other electronic forms by the Customer online on the Website or sending them to the Contractor by e-mail.
Similar rules apply if changes are made to the terms of the Contract during the period of providing Services under it.
3.3. In case of late provision of the necessary information, the Contractor has the right not to start providing Services or to shorten the period of their provision in proportion to the period of delay.
3.4. The Contractor has the right to check the information provided for compliance with the requirements of the current legislation, the Offer and the mandatory documents named in it both before the start of the provision of Services under the relevant Agreement, and at any time after the start of the provision of such Services.
3.5. The provision of Services under no circumstances means that the Contractor confirms the accuracy of the information provided by the Customer or the Customer's right to use third-party intellectual property objects in the provision of Services and/or approves other actions that violate the rights (legitimate interests) of third parties, as well as legislation in any other form. The Customer bears all responsibility for such actions and for their compliance with the requirements of the legislation independently.
3.6. In case of non-compliance of the information provided or the Customer's actions with the requirements of the current legislation, Contract or Offer, including the mandatory documents named in it, the Contractor notifies the Customer of the results of the inspection and offers to eliminate the violations committed. If the Customer, despite the reasonable warning of the Contractor, does not eliminate the circumstances preventing the provision of Services, the Contractor has the right to unilaterally, at its sole discretion, refuse to fully or partially perform the Contract and demand full compensation for damages.
3.7. Within 1 (one) business day from the moment of providing information and payment for Services, unless otherwise provided for in the relevant Agreement, the Contractor registers the Administrator Account in the name of the Customer and sends him a login and password to access Google Services.
3.8. Additionally, the Contractor will provide the Customer with technical support services during the Contractor's working hours from 9AM to 6PM GMT+2. The Customer's requests for the provision of technical support services are accepted exclusively to the email address of the Contractor's support service. The minimum response time to the received application is 4 working hours from the moment of receipt. The aim is to resolve the technical issue within 5 working days. Technical support services do not include consultations on the integration and operation of Google Services with other services and software of the Customer or third parties. The provision of these services is possible on the basis of a separate agreement concluded between the Parties.
The Contractor may establish other conditions for the provision of technical support services by posting on the Website the rules of interaction that are mandatory for the Parties.
4. Rights and obligations of the parties
4.1. The Contractor is obliged to:
4.1.1. To provide Services to the Customer in the manner provided for by the concluded Contract.
4.1.2. At the request of the Customer to acquaint him with the progress of the provision of Services under the Contract. It is the Customer's responsibility to review any changes to the Google Services and/or the Mandatory Documents governing the terms of use. In this regard, the Customer accepts and declares that the terms and conditions of the Agreement may be unilaterally changed by the Contractor, that the Contractor is not obliged to notify the Customer of such changes and that it is the Customer's sole obligation to review such changes.
4.2. The Contractor has the right to:
4.2.1. Not to start providing Services or suspend their provision in cases of violation by the Customer of the requirements stipulated by the Contract.
4.2.2. To refuse to perform the Contract in whole or in part in the cases provided for in it.
4.2.3. To request and receive documents from the Customer, to verify the information specified in them in accordance with the provisions of Section 3 of this Offer.
4.2.4. In connection with changes to Google Services and/or mandatory documents regulating the terms of their use, unilaterally change the terms of Service under the concluded Agreement accordingly.
4.3. The Customer is obliged to:
4.3.1. Fully and properly comply with the requirements of the concluded Agreement, including the mandatory documents specified in it in the current version.
4.3.2. Provide the Contractor with information in accordance with the requirements of Section 3 of this Offer.
4.3.3. To ensure the accuracy of the information provided and their compliance with other requirements of the legislation, the Contract, the Offer and the documents mandatory for the Parties named therein.
4.3.4. Timely and fully pay for Services under Contracts in accordance with the conditions provided for in Section 5 of this Offer.
4.3.5. Appoint one or more administrators using the Administration Console, who will have access rights to the administrator account and manage End-user accounts.
4.3.6. Independently process and respond to requests received to service (service) e-mail addresses (aliases) defined in the RFC standard (http://www.ietf.org/rfc/rfc2142.txt)for all mail domains of the Customer.
4.3.7. Provide access to Google Services to End Users in the amount and for the period stipulated by the relevant Contracts concluded for individual Orders.
4.3.8. Ensure that the activities carried out using the Google Service comply with the requirements of the legislation, the Contract and this Offer with mandatory documents.
4.3.9. Be responsible for the actions of End Users as their own.
4.3.10. Maintain the confidentiality of the login and password for accessing Google Services and make all necessary and reasonably required efforts to prevent the misuse of Google Services by third parties and immediate termination of such misuse. The Customer will immediately notify the Contractor about the misuse or access to Google Services that he has become aware of. For the avoidance of doubt, all actions performed using a login and password to access Google Services are considered actions of the Customer until proven otherwise by the Customer.
4.3.11. If necessary, obtain in the necessary form and maintain in proper condition the consent of End Users to the processing of their personal data by the Customer and grant the right to such processing to the Contractor and/ or Google in order to provide Services under the Contract.
4.3.12. To use Google Services only in their own business activities and not to assign rights under the Contract to third parties.
4.3.13. Since nothing else is permitted in writing by the Contractor, the Customer will not independently and will take all necessary and reasonable measures to ensure that the third party for whom he is responsible: a) will not sell, resell, provide for use or perform similar actions to provide Google Services to third parties (unless expressly permitted by this Agreement); b) reverse engineer Google Services or their components; c) create substitute or similar services using or accessing Google Services; d) use Google Services in activities involving sources of increased danger; e) use the Services to store or transmit information controlled in accordance with the legislation on foreign economic activity, including the requirements of US law.
4.4. The Customer has the right to:
4.4.1. Purchase additional Services, including increasing the number of End Users during the period of Service provision by concluding separate Contracts under this Offer.
4.4.2. To get acquainted with the progress of the provision of Services under the concluded Contracts.
4.4.3. To refuse to perform the Contract in whole or in part in the cases provided for in it.
5. Cost of services and payment procedure
5.1. The price of the ordered Services is indicated in the Contract related to them on the basis of the selected tariffs and/or tariff plans provided for in the Price List in force at the time of conclusion of such Contract.
5.2. The total cost of Services payable by the Customer for the Reporting Period consists of the cost of Services under separate Contracts during the Reporting Period.
5.3. On a monthly basis, the Contractor draws up and sends to the Customer an e-invoice for Contracts executed in the Reporting Period.
The invoice is sent to the Customer by e-mail or an electronic document management system no later than 5 (five) working days from the beginning of the month following the Reporting period.
5.4. The Customer makes an advance payment in the amount of 100% (one hundred percent) of the cost of the ordered Services within 5 (five) banking days after the invoice is sent tothe Customer, unless it provides for a different payment period.
5.5. Payment for Services is made in Turkish lira by transferring funds to the Contractor's current account.
5.6. The Customer is deemed to have fulfilled its obligations to pay for Services from the moment of receipt of funds to the Contractor's settlement account in the prescribed amount.
6. Guarantees of the parties
6.1. The Contractor guarantees that he has the authority to conclude a Contract in accordance with this Offer and to provide Services to the required extent.
6.2. The Customer guarantees that the information provided to the Contractor within the framework of the concluded Contract is true.
6.3. The Customer fully understands and accepts that the obligations to provide Google Services are imposed on Google, which provides guarantees regarding the possibility of their use within the limits established by the current version of the mandatory documents provided for in this Offer.
6.4. Since the Google Services are at the stage of constant change and updating, the form and nature of the Google Services and/or the Services provided on their basis may change from time to time without prior notice to the Customer.
6.5. The Contractor does not provide any implied or express guarantees regarding the compliance of Google Services with the requirements and expectations of the Customer, their suitability for a specific purpose, and the absence of defects, and the content of materials and information to which access is provided using such Services.
7. Liability of the parties
7.1. For non-fulfillment or improper fulfillment of the obligations assumed under the Agreement, the Parties are responsible in accordance with the current legislation of Turkey.
7.2. If the Services paid for by the Customer were rendered through the fault of the Contractor in violation of the terms of the concluded Contract, the Contractor undertakes to extend the period of provision of Services for the corresponding period of improper performance, unless another agreement is reached by the Parties additionally.
7.3. In case of violation by the Customer of the terms of payment for Services, the Contractor has the right to collect from the Customer a penalty in the amount of 0.1% (zero point one percent) of the amount payable for each day of delay, except in cases of prepayment.
7.4. The Contractor is not responsible for the counter-fulfillment of obligations to provide Services in case of delay in providing the necessary information in the proper form, violation of the terms of payment for Services, and other cases of full or partial non-fulfillment by the Customer of obligations under the Contract, as well as the presence of circumstances obviously indicating that such execution will not be performed within the prescribed period.
7.5. The Contractor’s liability under the Contract in any case is limited to compensation for real damage caused to the Customer in an amount not exceeding the cost of Services paid for it. However, the Contractor shall have no liability whatsoever if the Customer suffers any damage as a result of Google and/or Google Services.
7.6. If the violation by the Customer of the obligations under the concluded Contract entailed the presentation of claims, lawsuits and/or orders for damages (compensation) to the Contractor on the part of third parties and/or state authorities, or the initiation of an administrative offense case, the Customer undertakes to immediately, at the request of the Contractor, provide him with all the requested information concerning the subject of the dispute and assist the Contractor in settling such claims, as well as reimburse all damages (including court costs, fines), caused to the Contractor as a result of the presentation, consideration and execution of such claims, claims, orders, as well as bringing to administrative responsibility in connection with the violation of the rights of third parties and / or current legislation.
8. Force majeure
8.1. The Parties are released from liability for partial or complete non-fulfillment of obligations under the Agreement, if this non-fulfillment was the result of force majeure circumstances that arose after the conclusion of the Agreement as a result of extraordinary events that the parties could neither foresee nor prevent by reasonable measures. Such events of an extraordinary nature include: flood, fire, earthquake, explosion, subsidence of soil, epidemics and other natural phenomena, as well as war or military actions, a strike in an industry or region, the adoption by a state authority, a local government body of a legal act that resulted in the impossibility of fulfilling this agreement.
8.2. Upon the occurrence and termination of force majeure circumstances, the Party for which the impossibility of fulfilling its obligations has been created must notify the other Party in writing within 3 (Three) days and confirm the existence of such circumstances with a certificate/official document issued by the Chamber of Commerce or other competent authority.
8.3. In the absence of timely notification, the Party for whom the specified circumstances have created the impossibility of fulfilling obligations is not entitled to refer to these circumstances as grounds for exemption from liability.
8.4. In the event of force majeure circumstances, the deadline for fulfilling obligations under the Agreement is postponed in proportion to the time during which such circumstances and their consequences apply.
8.5. If the circumstances provided for in this Article last for more than three months, the Parties must agree on the fate of the Contract. If the Parties do not come to an agreementwithin two weeks of the commencement of the negotiations on this matter, the Party affected by force majeure circumstances has the right to refuse to perform the Contract by notifying the other Party in writing.
9. Terms of Confidentiality
9.1. The Parties agree to keep secret and consider confidential all information received by one Party from the other Party during its conclusion and execution (hereinafter referred to as "Confidential Information"), and not to disclose, disclose, make public or otherwise provide such information to any third party without prior notice and written permission of the Party transmitting this information.
9.2. Each of the Parties will take all necessary measures to protect Confidential Information with at least the same degree of care with which it protects its own Confidential Information. Access to Confidential Information will be provided only to those employees of each of the Parties who reasonably need it to perform their official duties to fulfill the Contract. Each of the Parties will oblige such of its employees to accept the same obligations to ensure the safety of Confidential Information that are provided for in this Offer with respect to the Parties.
9.3. The obligation to keep Confidential Information confidential is valid for the duration of the Contract and for one year after its termination, unless otherwise agreed by the Parties separately.
10. Acceptance of the offer and conclusion of the contract
10.1. Acceptance of the Offer by the Customer creates an Agreement between the Customer and the Contractor (Article 1of the Turkish Law of Obligations) on the terms of the Offer.
10.2. Acceptance of the Offer is made by the Customer by performing one of the following actions:
10.2.1. execution and direction of the Order using software on the Contractor's Website, transfer of the domain transfer token to the Reseller;
10.2.2. making an advance payment for the provision of Services on the Contractor's account.
10.3. The Contract is considered concluded from the moment the Contractor receives the Acceptance of the Offer.
10.4. For the avoidance of doubt, the Customer's acceptance of the Services in any form in the absence of reasoned objections sent within 5 days from the start of using the Services indicates the conclusion of a Contract for their provision in accordance with the terms of this Offer.
11. Validity period and modification of the offer
11.1. The Offer comes into force from the moment it is posted on the Contractor's Website and is valid until it is withdrawn by the Contractor.
11.2. The Contractor reserves the right to amend the terms of the Offer and/or withdraw the Offer at any time at its discretion. Information about the modification or withdrawal of the Offer is communicated to the Customer at the Contractor's choice by posting or providing access to them on the Contractor's Website, in the Customer's Personal Account, or by sending a corresponding notification to the email or postal address specified by the Customer at the conclusion of the Contract or during its execution.
11.3. In case of withdrawal of the Offer or amendments to the Offer, the latter shall enter into force from the moment of informing the Customer about this, unless another period for their entry into force is determined by the Offer or additionally with such notification.
11.4. The Mandatory Documents specified in the Offer come into force from the moment they are posted on the Internet at the specified links and are valid until they are withdrawn.
11.5. Mandatory documents may be changed and/or revoked at any time without prior notice to the Customer. The Customer undertakes to periodically study these mandatory documents to clarify their contents.
11.6. In case of revocation of documents binding on the Parties or making changes to them, the latter come into force from the moment they are deleted or posted in a new version via the appropriate links on the Internet.
11.7. Services under the Agreement are provided subject to Mandatory Documents in the wording in force at the time of their provision.
12. Term of validity, modification and termination of the contract
12.1. The Contract comes into force from the moment of Acceptance of the Offer by the Customer and is valid: a) until the Parties fully fulfill their obligations under the Agreement, or b) until the early termination of the Agreement.
12.2. In case of withdrawal of the Offer by the Contractor during the term of the Contract, the Contract is considered valid on the terms of the Offer in the latest version with all Mandatory documents.
12.3. The Contract may be terminated prematurely:
12.3.1. By agreement of the Parties;
12.3.2. At the initiative of the Contractor by unilateral refusal of its execution in whole or in part in the case of:
● violations by the Customer of its obligations or guarantees established by the Contract.
● if the Customer refuses to change the terms of the Contract in accordance with the requirements of Mandatory Documents in the current version.
Notification of unilateral refusal to perform the Contract is sent to the Customer in writing no later than 3 (Three) days before the expected date of termination of the Contract. In this case, the Customer is obliged to compensate the Contractor for the losses caused by such termination of the Contract.
12.3.3. On other grounds provided for by the current legislation and this Offer, including the Mandatory Documents specified therein.
12.4. Financial settlements of the Parties must be made no later than 5 (Five) banking days from the date of termination of the relevant Agreement.
12.5. In case of termination of the Contract on the grounds specified in clause 12.3.2. of this Offer, the cost of Services under such an Agreement will not be refunded to the Customer, provided that the Customer has been granted access to Google Services or an access procedure has been initiated.
12.6. In case of early termination of the Agreement at the annual tariff with a one-time prepayment, the cost of Services under this Agreement will not be refunded to the Customer, provided that the Customer has been granted access to Google Services or the access procedure has been initiated.
12.7. In case of early termination of the Contract on a flexible tariff with monthly payment, the calculations for an incomplete month are carried out in proportion to the number of calendar days of rendering Services based on the total number of calendar days in a given month.
12.8. In case of payment for Services under the Contract on credit or by installments, in case of early termination of the Contract, the Customer is obliged to compensate the Contractor for losses, including payment of the remaining cost of Services according to the applicable tariff and / or tariff plan, payment of which was not made by the Customer by the date of termination of the Contract.
12.9. The amendment of the Contract is made by issuing a replacement Order in a new version.
12.10. The obligations of the Parties under the Agreement, which by their nature should continue to operate (including obligations regarding guarantees provided, confidentiality, mutual settlements, but not limited to the above), remain in force after the expiration of the Contract until full execution.
13. Final provisions
13.1. The Contract, its conclusion and execution are regulated by the current legislation of Turkey. All issues not regulated by the Contract or not fully regulated are regulated in accordance with the substantive law of Turkey.
13.2. Disputes under the Offer and/or the Contract are subject to consideration in court at the location of the Contractor.
13.3. In case of a change in the address, name, bank details and other legally relevant information of any of the Parties, it is obliged to notify the other Party in writing within 7 (seven) days.
13.4. The rights and obligations under this Offer and/or the Agreement cannot be transferred or assigned by the Customer, including cases of succession, without the written consent of the Contractor. The Contractor may assign or transfer the rights under this Offer and/or the Agreement to Google or its affiliates without the consent of the Customer.
13.5. Without violating the terms of confidentiality, the Contractor has the right to issue a press release and include in its marketing materials a general description of the relations of the Parties under this Offer and/or the Contract. The Contractor also has the right to post information in its marketing materials and on the website that the Customer is a customer of the Contractor and/or a user of the Services, including the Customer's logo. The Contractor undertakes to comply with the rules and conditions for posting information about the Customer, including its logo, if any, will be provided to the Contractor by the Customer.
13.6. All notices and other documents under the Offer and/or Agreement, unless otherwise provided in them, must be sent to the addresses specified in the last Agreement. Unless otherwise stated, notifications and notifications regarding the performance of performance obligations under the Agreement and other matters shall be made in accordance with the Turkish Commercial Code.
13.7. By accepting this Offer, the Customer accepts and declares that it is the Customer’s sole responsibility to fulfill the obligations relating to Personal Data Protection Law No. 6698 and the secondary legislation that is in force in Turkish Republic with respect to the End-users. .
13.8. If any of the provisions of this Offer and/or the Agreement is declared invalid, then the legality / validity of the remaining provisions of the Offer and/ or the Agreement will not be lost.
13.9. Without contradicting the terms of the Offer, the Parties have the right at any time to issue the concluded Contract in the form of a written document expressing the content of the Offer valid at the time of its execution, the Mandatory Documents specified in it and the placed Order.
14. Details of the Contractor
Company name: Cloud Bilgisayar BilisimLimited Sirketi
Full address: Güzeloba Mah. 2211 Sk. ÇapaResidans Çapa Residans No: 3 A/16 Muratpaşa / ANTALYA 07230
E-mail: info@cloudbilgisayar.com
Trade Register Number: 118553
VAT Number: 2111357424
Central Registration System Number: 0211135742400001
CEO: Tatyana Mazeiko
Payment account: İBAN: TR68 0006 4000 0016 2030 4098 15
Bank: T.C. İŞBANKASI ANTALYA-LARA ŞUBESİ
Definitions and Terms
1.1. For the purposes of this document, the following terms are used in the following meanings:
a) Google - directly refers to the company Google Cloud EMEA Limited, including all its affiliated entities participating in the provision of Google Services to the Customer.
b) Google Services - the services provided by Google under Google Workspace, including various software tools for conducting business, the specific list and terms of use of which are determined by Google and may be changed from time to time in accordance with the mandatory documents specified in this Agreement.
c) Website - the internet sites located at the domain address https://cloudmomentum.pro and/or under its management.
d) Customer - a person capable of Accepting the Offer (in relation to the procedure for concluding the Agreement) or who has accepted the Offer (in relation to the performance of the concluded Agreement).
e) End user - an individual to whom the Customer grants permission to use Google Services within the scope of the provided Services.
f) Services - the services provided by the Contractor to enable the Customer to use Google Services, provided under a separate Order, in accordance with the terms of the concluded Agreement.
g) Offer - the text of this document, including all attachments, amendments, additions, and mandatory documents, posted on the Contracor's website and/or accessible on the Internet at the address: https://cloudmomentum.pro/workspace-offer.
h) Agreement - the corresponding contract for the provision of Services, concluded between the Contractor and the Customer based on the terms of this Offer, including all invoices, acts, and electronic forms expressing its content.
i) Order - the Customer's completion of actions listed on the corresponding page of the website and/or their Personal account, necessary for the registration of a separate Agreement.
j) Acceptance of the Offer — full and unconditional acceptance of the Offer by the Customer performing the actions specified in section 10 of the Offer, creating an Agreement between the Customer and the Contractor.
k) Reporting period – a calendar month that falls on the period from the moment of conclusion of the Contract to its termination. The beginning of the first Reporting period is the date of conclusion of the Contract, the end of the last Reporting period is the last day of the Contract.
1.2. This Offer may use terms and definitions not defined in clause 1.1. of the Offer. In this case, the interpretation of such a term is made in accordance with the text of the Offer. In the absence of an unambiguous interpretation of the term or definition in the text of the Contract, one should be guided by its interpretation, defined: first of all, by the Order and the documents mandatory for the Parties named in the Offer, second of all, by the legislation of Turkey, and subsequently by business customs and scientific doctrine.
1.3. Any reference in this Offer to the clause (section of the Offer) and/or its terms means a corresponding reference to this Offer (its section) and/or its terms.
2. Subject of the contract
2.1. The Contractor undertakes to provide Services to the Customer on the basis of placed Orders, and the Customer accepts and pays for Services on the terms of this Offer.
2.2. The name and composition of the Services provided, the selected tariff and /or tariff plan, the period of Service provision, the number of End Users for the provision of Services and, if necessary, other conditions for the provision of Services are determined on the basis of the information and materials provided by the Customer when placing the Order, in accordance with the terms of Mandatory Documents.
2.3. On the basis of this Offer, the Parties may conclude an unlimited number of Contracts, including with fully or partially coinciding validity periods.
2.4. All invoices, electronic forms and other documents expressing the content of the Contract, paid, accepted or sent by the Parties during the period of the Offer, in the absence of a contract between the parties concluded by signing a single document, are considered to be drawn up and subject to execution in accordance with the terms of this Offer.
3. Terms of service
3.1. A prerequisite for the provision of Services by the Contractor is the unconditional acceptance and compliance by the Customer of the requirements and provisions applicable to the relations of the Parties under the Contract, determined by the following documents binding on the Parties ("Mandatory Documents"):
3.1.1. The price list of the Contractor in the version posted on the Internet at: https://cloudmomentum.pro/google-workspace, including a list of tariffs and/or tariff plans approved by the Contractor for the provision of Services;
3.1.2. Google Terms of Use in the version posted on the Internet at: https://policies.google.com/terms, which sets the general rules for the provision and use of Google Services;
3.1.3. Google's Privacy Policy in the version posted on the Internet at: https://policies.google.com/privacy?hl=tr, which provides for the procedure for collecting, using, and distributing information about users, including their personal data;
3.1.5. Google's Acceptable Use Policy in the version posted on the Internet at: https://policies.google.com/privacy, which establishes prohibited ways of using Google Services and the consequences of their violation.
3.2. The Customer is obliged to provide the Contractor with the information necessary for the provision of Services under the Contract before the start of the provision of Services under it.
Provision of information to the Contractor is carried out by filling out questionnaires and other electronic forms by the Customer online on the Website or sending them to the Contractor by e-mail.
Similar rules apply if changes are made to the terms of the Contract during the period of providing Services under it.
3.3. In case of late provision of the necessary information, the Contractor has the right not to start providing Services or to shorten the period of their provision in proportion to the period of delay.
3.4. The Contractor has the right to check the information provided for compliance with the requirements of the current legislation, the Offer and the mandatory documents named in it both before the start of the provision of Services under the relevant Agreement, and at any time after the start of the provision of such Services.
3.5. The provision of Services under no circumstances means that the Contractor confirms the accuracy of the information provided by the Customer or the Customer's right to use third-party intellectual property objects in the provision of Services and/or approves other actions that violate the rights (legitimate interests) of third parties, as well as legislation in any other form. The Customer bears all responsibility for such actions and for their compliance with the requirements of the legislation independently.
3.6. In case of non-compliance of the information provided or the Customer's actions with the requirements of the current legislation, Contract or Offer, including the mandatory documents named in it, the Contractor notifies the Customer of the results of the inspection and offers to eliminate the violations committed. If the Customer, despite the reasonable warning of the Contractor, does not eliminate the circumstances preventing the provision of Services, the Contractor has the right to unilaterally, at its sole discretion, refuse to fully or partially perform the Contract and demand full compensation for damages.
3.7. Within 1 (one) business day from the moment of providing information and payment for Services, unless otherwise provided for in the relevant Agreement, the Contractor registers the Administrator Account in the name of the Customer and sends him a login and password to access Google Services.
3.8. Additionally, the Contractor will provide the Customer with technical support services during the Contractor's working hours from 9AM to 6PM GMT+2. The Customer's requests for the provision of technical support services are accepted exclusively to the email address of the Contractor's support service. The minimum response time to the received application is 4 working hours from the moment of receipt. The aim is to resolve the technical issue within 5 working days. Technical support services do not include consultations on the integration and operation of Google Services with other services and software of the Customer or third parties. The provision of these services is possible on the basis of a separate agreement concluded between the Parties.
The Contractor may establish other conditions for the provision of technical support services by posting on the Website the rules of interaction that are mandatory for the Parties.
4. Rights and obligations of the parties
4.1. The Contractor is obliged to:
4.1.1. To provide Services to the Customer in the manner provided for by the concluded Contract.
4.1.2. At the request of the Customer to acquaint him with the progress of the provision of Services under the Contract. It is the Customer's responsibility to review any changes to the Google Services and/or the Mandatory Documents governing the terms of use. In this regard, the Customer accepts and declares that the terms and conditions of the Agreement may be unilaterally changed by the Contractor, that the Contractor is not obliged to notify the Customer of such changes and that it is the Customer's sole obligation to review such changes.
4.2. The Contractor has the right to:
4.2.1. Not to start providing Services or suspend their provision in cases of violation by the Customer of the requirements stipulated by the Contract.
4.2.2. To refuse to perform the Contract in whole or in part in the cases provided for in it.
4.2.3. To request and receive documents from the Customer, to verify the information specified in them in accordance with the provisions of Section 3 of this Offer.
4.2.4. In connection with changes to Google Services and/or mandatory documents regulating the terms of their use, unilaterally change the terms of Service under the concluded Agreement accordingly.
4.3. The Customer is obliged to:
4.3.1. Fully and properly comply with the requirements of the concluded Agreement, including the mandatory documents specified in it in the current version.
4.3.2. Provide the Contractor with information in accordance with the requirements of Section 3 of this Offer.
4.3.3. To ensure the accuracy of the information provided and their compliance with other requirements of the legislation, the Contract, the Offer and the documents mandatory for the Parties named therein.
4.3.4. Timely and fully pay for Services under Contracts in accordance with the conditions provided for in Section 5 of this Offer.
4.3.5. Appoint one or more administrators using the Administration Console, who will have access rights to the administrator account and manage End-user accounts.
4.3.6. Independently process and respond to requests received to service (service) e-mail addresses (aliases) defined in the RFC standard (http://www.ietf.org/rfc/rfc2142.txt)for all mail domains of the Customer.
4.3.7. Provide access to Google Services to End Users in the amount and for the period stipulated by the relevant Contracts concluded for individual Orders.
4.3.8. Ensure that the activities carried out using the Google Service comply with the requirements of the legislation, the Contract and this Offer with mandatory documents.
4.3.9. Be responsible for the actions of End Users as their own.
4.3.10. Maintain the confidentiality of the login and password for accessing Google Services and make all necessary and reasonably required efforts to prevent the misuse of Google Services by third parties and immediate termination of such misuse. The Customer will immediately notify the Contractor about the misuse or access to Google Services that he has become aware of. For the avoidance of doubt, all actions performed using a login and password to access Google Services are considered actions of the Customer until proven otherwise by the Customer.
4.3.11. If necessary, obtain in the necessary form and maintain in proper condition the consent of End Users to the processing of their personal data by the Customer and grant the right to such processing to the Contractor and/ or Google in order to provide Services under the Contract.
4.3.12. To use Google Services only in their own business activities and not to assign rights under the Contract to third parties.
4.3.13. Since nothing else is permitted in writing by the Contractor, the Customer will not independently and will take all necessary and reasonable measures to ensure that the third party for whom he is responsible: a) will not sell, resell, provide for use or perform similar actions to provide Google Services to third parties (unless expressly permitted by this Agreement); b) reverse engineer Google Services or their components; c) create substitute or similar services using or accessing Google Services; d) use Google Services in activities involving sources of increased danger; e) use the Services to store or transmit information controlled in accordance with the legislation on foreign economic activity, including the requirements of US law.
4.4. The Customer has the right to:
4.4.1. Purchase additional Services, including increasing the number of End Users during the period of Service provision by concluding separate Contracts under this Offer.
4.4.2. To get acquainted with the progress of the provision of Services under the concluded Contracts.
4.4.3. To refuse to perform the Contract in whole or in part in the cases provided for in it.
5. Cost of services and payment procedure
5.1. The price of the ordered Services is indicated in the Contract related to them on the basis of the selected tariffs and/or tariff plans provided for in the Price List in force at the time of conclusion of such Contract.
5.2. The total cost of Services payable by the Customer for the Reporting Period consists of the cost of Services under separate Contracts during the Reporting Period.
5.3. On a monthly basis, the Contractor draws up and sends to the Customer an e-invoice for Contracts executed in the Reporting Period.
The invoice is sent to the Customer by e-mail or an electronic document management system no later than 5 (five) working days from the beginning of the month following the Reporting period.
5.4. The Customer makes an advance payment in the amount of 100% (one hundred percent) of the cost of the ordered Services within 5 (five) banking days after the invoice is sent tothe Customer, unless it provides for a different payment period.
5.5. Payment for Services is made in Turkish lira by transferring funds to the Contractor's current account.
5.6. The Customer is deemed to have fulfilled its obligations to pay for Services from the moment of receipt of funds to the Contractor's settlement account in the prescribed amount.
6. Guarantees of the parties
6.1. The Contractor guarantees that he has the authority to conclude a Contract in accordance with this Offer and to provide Services to the required extent.
6.2. The Customer guarantees that the information provided to the Contractor within the framework of the concluded Contract is true.
6.3. The Customer fully understands and accepts that the obligations to provide Google Services are imposed on Google, which provides guarantees regarding the possibility of their use within the limits established by the current version of the mandatory documents provided for in this Offer.
6.4. Since the Google Services are at the stage of constant change and updating, the form and nature of the Google Services and/or the Services provided on their basis may change from time to time without prior notice to the Customer.
6.5. The Contractor does not provide any implied or express guarantees regarding the compliance of Google Services with the requirements and expectations of the Customer, their suitability for a specific purpose, and the absence of defects, and the content of materials and information to which access is provided using such Services.
7. Liability of the parties
7.1. For non-fulfillment or improper fulfillment of the obligations assumed under the Agreement, the Parties are responsible in accordance with the current legislation of Turkey.
7.2. If the Services paid for by the Customer were rendered through the fault of the Contractor in violation of the terms of the concluded Contract, the Contractor undertakes to extend the period of provision of Services for the corresponding period of improper performance, unless another agreement is reached by the Parties additionally.
7.3. In case of violation by the Customer of the terms of payment for Services, the Contractor has the right to collect from the Customer a penalty in the amount of 0.1% (zero point one percent) of the amount payable for each day of delay, except in cases of prepayment.
7.4. The Contractor is not responsible for the counter-fulfillment of obligations to provide Services in case of delay in providing the necessary information in the proper form, violation of the terms of payment for Services, and other cases of full or partial non-fulfillment by the Customer of obligations under the Contract, as well as the presence of circumstances obviously indicating that such execution will not be performed within the prescribed period.
7.5. The Contractor’s liability under the Contract in any case is limited to compensation for real damage caused to the Customer in an amount not exceeding the cost of Services paid for it. However, the Contractor shall have no liability whatsoever if the Customer suffers any damage as a result of Google and/or Google Services.
7.6. If the violation by the Customer of the obligations under the concluded Contract entailed the presentation of claims, lawsuits and/or orders for damages (compensation) to the Contractor on the part of third parties and/or state authorities, or the initiation of an administrative offense case, the Customer undertakes to immediately, at the request of the Contractor, provide him with all the requested information concerning the subject of the dispute and assist the Contractor in settling such claims, as well as reimburse all damages (including court costs, fines), caused to the Contractor as a result of the presentation, consideration and execution of such claims, claims, orders, as well as bringing to administrative responsibility in connection with the violation of the rights of third parties and / or current legislation.
8. Force majeure
8.1. The Parties are released from liability for partial or complete non-fulfillment of obligations under the Agreement, if this non-fulfillment was the result of force majeure circumstances that arose after the conclusion of the Agreement as a result of extraordinary events that the parties could neither foresee nor prevent by reasonable measures. Such events of an extraordinary nature include: flood, fire, earthquake, explosion, subsidence of soil, epidemics and other natural phenomena, as well as war or military actions, a strike in an industry or region, the adoption by a state authority, a local government body of a legal act that resulted in the impossibility of fulfilling this agreement.
8.2. Upon the occurrence and termination of force majeure circumstances, the Party for which the impossibility of fulfilling its obligations has been created must notify the other Party in writing within 3 (Three) days and confirm the existence of such circumstances with a certificate/official document issued by the Chamber of Commerce or other competent authority.
8.3. In the absence of timely notification, the Party for whom the specified circumstances have created the impossibility of fulfilling obligations is not entitled to refer to these circumstances as grounds for exemption from liability.
8.4. In the event of force majeure circumstances, the deadline for fulfilling obligations under the Agreement is postponed in proportion to the time during which such circumstances and their consequences apply.
8.5. If the circumstances provided for in this Article last for more than three months, the Parties must agree on the fate of the Contract. If the Parties do not come to an agreementwithin two weeks of the commencement of the negotiations on this matter, the Party affected by force majeure circumstances has the right to refuse to perform the Contract by notifying the other Party in writing.
9. Terms of Confidentiality
9.1. The Parties agree to keep secret and consider confidential all information received by one Party from the other Party during its conclusion and execution (hereinafter referred to as "Confidential Information"), and not to disclose, disclose, make public or otherwise provide such information to any third party without prior notice and written permission of the Party transmitting this information.
9.2. Each of the Parties will take all necessary measures to protect Confidential Information with at least the same degree of care with which it protects its own Confidential Information. Access to Confidential Information will be provided only to those employees of each of the Parties who reasonably need it to perform their official duties to fulfill the Contract. Each of the Parties will oblige such of its employees to accept the same obligations to ensure the safety of Confidential Information that are provided for in this Offer with respect to the Parties.
9.3. The obligation to keep Confidential Information confidential is valid for the duration of the Contract and for one year after its termination, unless otherwise agreed by the Parties separately.
10. Acceptance of the offer and conclusion of the contract
10.1. Acceptance of the Offer by the Customer creates an Agreement between the Customer and the Contractor (Article 1of the Turkish Law of Obligations) on the terms of the Offer.
10.2. Acceptance of the Offer is made by the Customer by performing one of the following actions:
10.2.1. execution and direction of the Order using software on the Contractor's Website, transfer of the domain transfer token to the Reseller;
10.2.2. making an advance payment for the provision of Services on the Contractor's account.
10.3. The Contract is considered concluded from the moment the Contractor receives the Acceptance of the Offer.
10.4. For the avoidance of doubt, the Customer's acceptance of the Services in any form in the absence of reasoned objections sent within 5 days from the start of using the Services indicates the conclusion of a Contract for their provision in accordance with the terms of this Offer.
11. Validity period and modification of the offer
11.1. The Offer comes into force from the moment it is posted on the Contractor's Website and is valid until it is withdrawn by the Contractor.
11.2. The Contractor reserves the right to amend the terms of the Offer and/or withdraw the Offer at any time at its discretion. Information about the modification or withdrawal of the Offer is communicated to the Customer at the Contractor's choice by posting or providing access to them on the Contractor's Website, in the Customer's Personal Account, or by sending a corresponding notification to the email or postal address specified by the Customer at the conclusion of the Contract or during its execution.
11.3. In case of withdrawal of the Offer or amendments to the Offer, the latter shall enter into force from the moment of informing the Customer about this, unless another period for their entry into force is determined by the Offer or additionally with such notification.
11.4. The Mandatory Documents specified in the Offer come into force from the moment they are posted on the Internet at the specified links and are valid until they are withdrawn.
11.5. Mandatory documents may be changed and/or revoked at any time without prior notice to the Customer. The Customer undertakes to periodically study these mandatory documents to clarify their contents.
11.6. In case of revocation of documents binding on the Parties or making changes to them, the latter come into force from the moment they are deleted or posted in a new version via the appropriate links on the Internet.
11.7. Services under the Agreement are provided subject to Mandatory Documents in the wording in force at the time of their provision.
12. Term of validity, modification and termination of the contract
12.1. The Contract comes into force from the moment of Acceptance of the Offer by the Customer and is valid: a) until the Parties fully fulfill their obligations under the Agreement, or b) until the early termination of the Agreement.
12.2. In case of withdrawal of the Offer by the Contractor during the term of the Contract, the Contract is considered valid on the terms of the Offer in the latest version with all Mandatory documents.
12.3. The Contract may be terminated prematurely:
12.3.1. By agreement of the Parties;
12.3.2. At the initiative of the Contractor by unilateral refusal of its execution in whole or in part in the case of:
● violations by the Customer of its obligations or guarantees established by the Contract.
● if the Customer refuses to change the terms of the Contract in accordance with the requirements of Mandatory Documents in the current version.
Notification of unilateral refusal to perform the Contract is sent to the Customer in writing no later than 3 (Three) days before the expected date of termination of the Contract. In this case, the Customer is obliged to compensate the Contractor for the losses caused by such termination of the Contract.
12.3.3. On other grounds provided for by the current legislation and this Offer, including the Mandatory Documents specified therein.
12.4. Financial settlements of the Parties must be made no later than 5 (Five) banking days from the date of termination of the relevant Agreement.
12.5. In case of termination of the Contract on the grounds specified in clause 12.3.2. of this Offer, the cost of Services under such an Agreement will not be refunded to the Customer, provided that the Customer has been granted access to Google Services or an access procedure has been initiated.
12.6. In case of early termination of the Agreement at the annual tariff with a one-time prepayment, the cost of Services under this Agreement will not be refunded to the Customer, provided that the Customer has been granted access to Google Services or the access procedure has been initiated.
12.7. In case of early termination of the Contract on a flexible tariff with monthly payment, the calculations for an incomplete month are carried out in proportion to the number of calendar days of rendering Services based on the total number of calendar days in a given month.
12.8. In case of payment for Services under the Contract on credit or by installments, in case of early termination of the Contract, the Customer is obliged to compensate the Contractor for losses, including payment of the remaining cost of Services according to the applicable tariff and / or tariff plan, payment of which was not made by the Customer by the date of termination of the Contract.
12.9. The amendment of the Contract is made by issuing a replacement Order in a new version.
12.10. The obligations of the Parties under the Agreement, which by their nature should continue to operate (including obligations regarding guarantees provided, confidentiality, mutual settlements, but not limited to the above), remain in force after the expiration of the Contract until full execution.
13. Final provisions
13.1. The Contract, its conclusion and execution are regulated by the current legislation of Turkey. All issues not regulated by the Contract or not fully regulated are regulated in accordance with the substantive law of Turkey.
13.2. Disputes under the Offer and/or the Contract are subject to consideration in court at the location of the Contractor.
13.3. In case of a change in the address, name, bank details and other legally relevant information of any of the Parties, it is obliged to notify the other Party in writing within 7 (seven) days.
13.4. The rights and obligations under this Offer and/or the Agreement cannot be transferred or assigned by the Customer, including cases of succession, without the written consent of the Contractor. The Contractor may assign or transfer the rights under this Offer and/or the Agreement to Google or its affiliates without the consent of the Customer.
13.5. Without violating the terms of confidentiality, the Contractor has the right to issue a press release and include in its marketing materials a general description of the relations of the Parties under this Offer and/or the Contract. The Contractor also has the right to post information in its marketing materials and on the website that the Customer is a customer of the Contractor and/or a user of the Services, including the Customer's logo. The Contractor undertakes to comply with the rules and conditions for posting information about the Customer, including its logo, if any, will be provided to the Contractor by the Customer.
13.6. All notices and other documents under the Offer and/or Agreement, unless otherwise provided in them, must be sent to the addresses specified in the last Agreement. Unless otherwise stated, notifications and notifications regarding the performance of performance obligations under the Agreement and other matters shall be made in accordance with the Turkish Commercial Code.
13.7. By accepting this Offer, the Customer accepts and declares that it is the Customer’s sole responsibility to fulfill the obligations relating to Personal Data Protection Law No. 6698 and the secondary legislation that is in force in Turkish Republic with respect to the End-users. .
13.8. If any of the provisions of this Offer and/or the Agreement is declared invalid, then the legality / validity of the remaining provisions of the Offer and/ or the Agreement will not be lost.
13.9. Without contradicting the terms of the Offer, the Parties have the right at any time to issue the concluded Contract in the form of a written document expressing the content of the Offer valid at the time of its execution, the Mandatory Documents specified in it and the placed Order.
14. Details of the Contractor
Company name: Cloud Bilgisayar BilisimLimited Sirketi
Full address: Güzeloba Mah. 2211 Sk. ÇapaResidans Çapa Residans No: 3 A/16 Muratpaşa / ANTALYA 07230
E-mail: info@cloudbilgisayar.com
Trade Register Number: 118553
VAT Number: 2111357424
Central Registration System Number: 0211135742400001
CEO: Tatyana Mazeiko
Payment account: İBAN: TR68 0006 4000 0016 2030 4098 15
Bank: T.C. İŞBANKASI ANTALYA-LARA ŞUBESİ