Genel Satın Alma Şartları ve Koşulları
This Master Services Agreement (the “Agreement”) is entered into as of [Effective Date] by and between:
[Supplier Legal Name], a company duly organized and existing under the laws of [Jurisdiction], having its registered office at [Address] (“Supplier”); and
[Customer Legal Name], a company duly organized and existing under the laws of [Jurisdiction], having its registered office at [Address] (“Customer”).
Supplier and Customer are each a “Party” and together the “Parties.”
1. Purpose
1.1 This Agreement sets out the general terms under which Supplier may provide, and Customer may order and use, products, software, cloud services, subscriptions, maintenance, support, implementation, professional services, and related deliverables offered through SAP Store or any other channel approved by Supplier.
1.2 Specific product scope, fees, term, usage metrics, support levels, and other commercial or technical details shall be set out in one or more Order Forms, Statements of Work, Product-Specific Terms, or SAP Store Listing Terms.
1.3 This Agreement is intended to apply to multiple products and future listings, including products not yet launched as of the Effective Date.
2. Definitions
For purposes of this Agreement:
2.1 “Affiliate” means any entity that Controls, is Controlled by, or is under common Control with a Party.
2.2 “Applicable Law” means all applicable laws and regulations, including, where relevant, the laws of the Republic of Türkiye and mandatory foreign laws that cannot be excluded.
2.3 “Customer Data” means data, content, or information submitted to or processed through the Services by or on behalf of Customer.
2.4 “Documentation” means the then-current user manuals, technical materials, and product information made available by Supplier for the Services.
2.5 “Order Form” means any written or electronic ordering document accepted by Supplier and referencing this Agreement.
2.6 “Personal Data” means any information relating to an identified or identifiable natural person.
2.7 “Professional Services” means implementation, configuration, training, integration, migration, support, or advisory services described in an Order Form or Statement of Work.
2.8 “Services” means the software, cloud service, application, module, listing, or other digital service made available by Supplier under an Order Form.
2.9 “Supplier Materials” means the Services, Documentation, Software, templates, and other materials provided by Supplier, excluding Customer Data.
2.10 “Term” means the period during which Customer is authorized to use the Services under an applicable Order Form.
2.11 “Third-Party Platform” means any third-party software, service, system, marketplace, or platform not provided by Supplier.
2.12 “Users” means individuals authorized by Customer to access and use the Services.
3. Order of Precedence
3.1 In case of conflict, the following order shall apply:
(a) the applicable Order Form;
(b) Product-Specific Terms or SAP Store Listing Terms, for the relevant listing or product family;
(c) this Agreement;
(d) the Data Processing Addendum;
(e) the Documentation; and
(f) any other referenced policies or schedules.
3.2 Any terms proposed by Customer in a purchase order, portal, or similar document are rejected unless Supplier expressly accepts them in writing.
4. Formation and Scope
4.1 The Agreement applies to all current and future transactions between the Parties concerning the Services and Professional Services.
4.2 Each Order Form shall be governed by this Agreement unless expressly stated otherwise.
4.3 Electronic acceptance, click-through acceptance, checkout acceptance, or email confirmation shall have the same effect as a signed written agreement to the extent permitted by Applicable Law.
4.4 The Services are offered for business use only unless otherwise stated in the applicable Order Form.
5. License and Use Restrictions
5.1 Subject to payment and compliance with this Agreement, Supplier grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Term to access and use the Services for Customer’s internal business purposes or other purposes expressly stated in the Order Form.
5.2 Customer shall not, unless expressly authorized in writing:
(a) resell, distribute, rent, lease, or commercially exploit the Services;
(b) permit unauthorized third-party access;
(c) reverse engineer, decompile, or disassemble the Services;
(d) modify or create derivative works of the Services or Supplier Materials;
(e) bypass security or authentication controls;
(f) use the Services unlawfully, fraudulently, or in a harmful manner;
(g) use automated scraping or similar tools; or
(h) use the Services in a way that materially harms Supplier, other customers, or third parties.
5.3 Customer is responsible for compliance by its Users and for all activity under its account.
5.4 Customer shall keep account, billing, tax, and contact information accurate and up to date.
6. SAP Store and Third-Party Platforms
6.1 The Services may be made available through SAP Store or other marketplaces and may integrate with Third-Party Platforms.
6.2 Customer acknowledges that SAP Store and Third-Party Platforms are not controlled by Supplier, and Supplier does not guarantee continued compatibility, certification, listing status, or integration availability.
6.3 Customer is responsible for obtaining and maintaining all rights, accounts, permissions, and credentials required for SAP Store or Third-Party Platform use.
6.4 If Customer enables an integration, Customer authorizes Supplier to transfer relevant data as reasonably necessary to provide the requested Services.
6.5 Supplier is not responsible for loss, corruption, interruption, de-listing, unauthorized access, or other issues caused by SAP Store or Third-Party Platforms, except to the extent caused by Supplier’s willful misconduct or gross negligence where such limitation is prohibited by Applicable Law.
7. Professional Services
7.1 Professional Services, if any, shall be described in the relevant Order Form or Statement of Work.
7.2 Unless otherwise agreed, Professional Services shall be charged on a time-and-materials basis or fixed-fee basis, as specified in the applicable document.
7.3 Customer shall provide timely access to personnel, systems, data, approvals, and third-party consents required for performance.
7.4 Delays caused by Customer or its vendors shall extend delivery dates on a reasonable basis.
8. Fees, Billing, and Taxes
8.1 Customer shall pay all fees stated in the applicable Order Form or pricing schedule.
8.2 Unless otherwise stated:
(a) fees are in the currency specified in the Order Form;
(b) invoices are payable within thirty (30) days;
(c) fees are non-cancellable and non-refundable to the maximum extent permitted by Applicable Law; and
(d) renewal fees may be charged at then-current rates, with prior notice if required by Applicable Law.
8.3 Customer is responsible for applicable taxes, duties, levies, withholding obligations, VAT, and similar charges, excluding taxes based solely on Supplier’s net income.
8.4 If Customer disputes an invoice, it must notify Supplier in writing within eight (8) days of the invoice date. Undisputed amounts remain payable on time.
8.5 Supplier may suspend the Services for overdue undisputed amounts after written notice and a reasonable cure period, subject to Applicable Law.
9. Service Levels and Support
9.1 Any service level commitment or support commitment shall be set out in the relevant Order Form, schedule, or Product-Specific Terms.
9.2 Service level commitments do not apply to downtime or degradation caused by:
(a) scheduled or emergency maintenance;
(b) Customer systems, network, devices, or misuse;
(c) Third-Party Platforms;
(d) SAP Store outages or dependencies outside Supplier’s control;
(e) force majeure; or
(f) permitted suspensions under this Agreement.
9.3 If service credits are expressly provided, they shall be Customer’s sole remedy for the relevant service level failure, except where mandatory law requires otherwise.
10. Customer Data, Data Protection, and Privacy
10.1 Customer retains all rights in Customer Data, subject to the rights expressly granted in this Agreement.
10.2 Customer grants Supplier a worldwide, non-exclusive, royalty-free right during the Term to host, copy, process, transmit, display, and otherwise use Customer Data solely to:
(a) provide, maintain, secure, support, and improve the Services;
(b) perform Supplier’s obligations under this Agreement;
(c) comply with legal obligations; and
(d) exercise its rights under this Agreement.
10.3 Each Party shall comply with Applicable Data Protection Laws.
10.4 To the extent Supplier processes Personal Data on behalf of Customer, the Data Processing Addendum (“DPA”) shall apply and form part of this Agreement.
10.5 Customer represents and warrants that it has all necessary rights, notices, consents, permissions, and legal bases to provide Customer Data and Personal Data to Supplier and to allow Supplier’s processing under this Agreement.
10.6 Supplier may use Supplier Usage Data, provided that such data is de-identified, anonymized, or aggregated as required by Applicable Law.
10.7 Upon termination, Supplier may make Customer Data available for export for a commercially reasonable period if stated in the applicable Order Form or required by Applicable Law, and may then delete or anonymize such data in accordance with its retention policies, subject to legal retention obligations.
11. Confidentiality
11.1 Each Party shall keep the other Party’s Confidential Information confidential and use it only to perform or receive performance under this Agreement.
11.2 Confidential Information may be disclosed only to those persons who need to know it and who are bound by confidentiality obligations at least as protective as those in this Agreement.
11.3 Confidential Information does not include information that is public without breach, lawfully known beforehand, lawfully received from a third party, independently developed, or approved in writing for disclosure.
11.4 If disclosure is required by law or authority, the receiving Party shall, to the extent legally permitted, notify the disclosing Party in advance and cooperate reasonably to limit the disclosure.
11.5 Confidentiality obligations survive for five (5) years after termination or expiry, and trade secrets remain protected for so long as they remain trade secrets under Applicable Law.
12. Intellectual Property Rights
12.1 Supplier and its licensors retain all rights in and to the Services, Software, Documentation, and Supplier Materials, except Customer Data and any deliverables expressly assigned to Customer in an Order Form.
12.2 No rights are granted except those expressly stated in this Agreement.
12.3 Customer shall not remove or alter proprietary notices.
12.4 If Supplier creates a bespoke deliverable and the applicable Order Form expressly transfers ownership to Customer, such transfer shall occur only to the extent legally permissible and upon full payment of applicable fees.
12.5 If source code is not expressly provided, Supplier has no obligation to deliver it.
13. Warranties
13.1 Supplier warrants that the Services will materially conform to the Documentation when used in accordance with this Agreement under normal operating conditions.
13.2 Supplier warrants that Professional Services, if any, will be performed in a professional manner by suitably qualified personnel.
13.3 Customer must notify Supplier in writing of any material warranty claim within thirty (30) days after discovery of the issue, unless mandatory law requires a longer period.
13.4 Supplier’s sole obligation for warranty breach is, at its option, to:
(a) correct the non-conformity;
(b) re-perform the affected Professional Services; or
(c) if not commercially reasonable, terminate the affected Order Form and refund prepaid fees for the unused non-conforming portion.
13.5 Except as expressly stated, and to the maximum extent permitted by Applicable Law, the Services are provided on an “as is” and “as available” basis.
14. Limitation of Liability
14.1 To the maximum extent permitted by Applicable Law, neither Party shall be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profit, revenue, business, goodwill, savings, or data.
14.2 To the maximum extent permitted by Applicable Law, each Party’s aggregate liability under this Agreement shall not exceed the fees paid or payable by Customer under the relevant Order Form during the twelve (12) months immediately preceding the claim.
14.3 The limitations in this Section do not apply to fraud, willful misconduct, gross negligence where exclusion is prohibited, payment obligations, confidentiality breaches, intellectual property infringement indemnity obligations, or any liability that cannot legally be limited.
15. Indemnification
15.1 Supplier shall defend Customer against third-party claims that Customer’s authorized use of the Services infringes a patent, copyright, or trade secret, and Supplier shall indemnify Customer for finally awarded damages and reasonable legal costs, subject to this Section.
15.2 Supplier has no obligation to the extent a claim arises from Customer Data, Customer modifications, combination with non-Supplier products, use outside scope, failure to use updates, or Third-Party Platform issues.
15.3 If an infringement claim arises, Supplier may, at its option:
(a) obtain a right for continued use;
(b) modify the Services so they no longer infringe; or
(c) terminate the affected Services and refund unused prepaid fees.
15.4 Customer shall defend and indemnify Supplier for claims arising from Customer Data, Customer’s breach of this Agreement, Customer’s violation of Applicable Law, or use outside the permitted scope.
16. Suspension and Termination
16.1 Supplier may suspend access to the Services if:
(a) Customer fails to pay undisputed amounts when due;
(b) Customer materially breaches the Agreement and fails to cure within a reasonable period;
(c) Customer’s use creates a security, legal, compliance, or operational risk; or
(d) suspension is required by law, court order, or SAP Store policy.
16.2 Supplier may terminate immediately if Customer becomes insolvent, materially breaches confidentiality or compliance obligations, or materially breaches SAP Store-related obligations that affect Supplier’s performance.
16.3 Either Party may terminate for material breach if the breach is not cured within thirty (30) days after written notice, unless the breach is incapable of cure.
16.4 Upon termination or expiry, Customer’s right to use the Services ends, accrued payment obligations remain, and Customer Data will be handled in accordance with this Agreement and the DPA.
17. Compliance
17.1 Each Party shall comply with Applicable Laws relating to anti-bribery, sanctions, export controls, competition law, and data protection, to the extent applicable.
17.2 Customer shall not use the Services in violation of export control or sanctions laws.
17.3 Each Party shall maintain policies and procedures reasonably necessary to comply with its obligations under this Agreement.
18. Governing Law and Dispute Resolution
18.1 This Agreement shall be governed by the laws of the Republic of Türkiye, without regard to conflict of laws rules, except where mandatory foreign law applies.
18.2 Any dispute arising out of or in connection with this Agreement shall be finally resolved by arbitration under the ISTAC Arbitration Rules, seat Istanbul, Türkiye, language English, unless the Parties agree otherwise in writing.
18.3 Either Party may seek interim or injunctive relief from a competent court where necessary, especially for confidentiality, data protection, intellectual property, non-payment, or unauthorized access issues.
18.4 If arbitration is not enforceable for a dispute, the competent courts of Istanbul shall have jurisdiction to the extent permitted by Applicable Law.
19. Miscellaneous
19.1 The Parties are independent contractors.
19.2 No waiver is effective unless in writing.
19.3 This Agreement, together with Order Forms, the DPA, and SAP Store Listing Terms, constitutes the entire agreement between the Parties on its subject matter.
19.4 No amendment is valid unless in writing and signed by both Parties, except that Supplier may update Documentation, security practices, and non-material operational policies as reasonably necessary, provided Customer’s material rights are not reduced during the then-current Term.
19.5 This Agreement may be signed electronically and in counterparts.
19.6 If any provision is invalid or unenforceable, the remainder remains in effect.
19.7 Headings are for convenience only.
19.8 This Agreement is in English. If translated, the English version prevails to the maximum extent permitted by Applicable Law.
19.9 No third party has any rights under this Agreement unless expressly stated.
DATA PROCESSING ADDENDUM
This Data Processing Addendum (the “DPA”) forms part of and is incorporated into the Agreement.
1. Scope
1.1 This DPA applies only where Supplier processes Personal Data on behalf of Customer in connection with the Services.
1.2 This DPA does not apply to:
(a) data processed by Customer independently;
(b) data processed by Third-Party Platforms, except where Supplier transmits such data on Customer’s behalf; or
(c) data processed by Supplier for its own purposes as controller, such as billing, compliance, fraud prevention, security, audit, or product improvement using de-identified, anonymized, or aggregated data.
2. Roles
2.1 Customer is the controller and Supplier is the processor, to the extent Supplier processes Personal Data on Customer’s behalf.
2.2 Customer shall determine the purposes and means of processing, except where otherwise required by Applicable Law.
2.3 Supplier shall process Personal Data only on documented instructions, as necessary to provide the Services, as required by law, or as otherwise authorized in writing by Customer.
3. Customer Responsibilities
3.1 Customer represents and warrants that it has all notices, legal bases, consents, and permissions required to provide Personal Data to Supplier and to permit processing under this Agreement.
3.2 Customer is responsible for the accuracy, lawfulness, and source of Personal Data and for its own compliance with Applicable Data Protection Laws.
4. Supplier Obligations
4.1 Supplier shall:
(a) process Personal Data only on documented instructions;
(b) ensure confidentiality obligations for authorized persons;
(c) implement appropriate technical and organizational security measures;
(d) not sell or rent Personal Data;
(e) notify Customer without undue delay if it cannot comply with an instruction for legal or technical reasons; and
(f) cooperate reasonably with Customer on compliance matters.
5. Security and Incidents
5.1 Supplier shall maintain appropriate technical and organizational measures to protect Personal Data.
5.2 If Supplier becomes aware of a Security Incident affecting Personal Data, Supplier shall notify Customer without undue delay and provide reasonably available information about the incident.
5.3 Customer remains responsible for notifications to authorities and affected individuals unless Supplier expressly agrees in writing to perform a specific notification.
6. Subprocessors and Transfers
6.1 Customer authorizes Supplier to use Affiliates and Subprocessors to the extent necessary to provide the Services.
6.2 Supplier shall impose data protection obligations on Subprocessors that are no less protective than this DPA.
6.3 Personal Data may be transferred within Türkiye or abroad only in accordance with Applicable Data Protection Laws.
6.4 If cross-border transfer is required, the Parties shall cooperate in good faith to implement the required legal mechanism.
7. Assistance, Requests, and Retention
7.1 Supplier shall provide reasonable assistance with data subject requests, impact assessments, and compliance matters, to the extent commercially reasonable.
7.2 Supplier may charge for assistance beyond ordinary support where reasonably justified.
7.3 Upon termination or expiry, Supplier may delete, destroy, anonymize, or return Personal Data within a commercially reasonable period, subject to legal retention obligations.
8. Priority
8.1 If there is a conflict between this DPA and the Agreement regarding Personal Data processing, this DPA prevails.
8.2 Mandatory KVKK requirements prevail over both documents.
SAP STORE LISTING TERMS
These SAP Store Listing Terms (the “Listing Terms”) apply to any product, module, or service listed by Supplier on SAP Store where these Listing Terms are referenced.
1. Application
1.1 These Listing Terms apply in addition to the Agreement and any Order Form.
1.2 In case of conflict, the more specific listing-related terms prevail, subject to mandatory law and the DPA.
2. Listing and Ordering
2.1 SAP Store listing descriptions are for general information only and do not create extra obligations unless expressly included in an Order Form.
2.2 Orders placed through SAP Store are subject to the Agreement, these Listing Terms, and any product-specific terms.
2.3 Supplier may reject or cancel an order if it is materially incorrect, unavailable, inconsistent with product terms, or would breach Applicable Law or SAP Store requirements.
3. Support and Service Levels
3.1 Support scope, service levels, and maintenance terms for a specific listing shall be set out in the relevant Order Form, schedule, or product-specific terms.
3.2 Unless stated otherwise, support may exclude scheduled maintenance, emergencies, Third-Party Platform outages, SAP Store outages, and other matters outside Supplier’s reasonable control.
4. Metrics and Compliance
4.1 SAP Store listings may define usage metrics such as Users, transactions, modules, or data volume.
4.2 Customer shall not exceed purchased usage metrics without the required additional entitlement.
4.3 Supplier may verify compliance by reasonable administrative or technical means.
5. Trials and Preview Offerings
5.1 Trial, beta, preview, or early access offerings are provided solely for evaluation, may be modified or discontinued at any time, and are excluded from service level commitments unless expressly stated.
6. Product-Specific Terms
6.1 Product-specific terms may apply to a particular listing or product family and shall prevail over these Listing Terms for that product family only.
7. Delisting
7.1 Delisting or retirement of a listing does not automatically terminate an active subscription unless stated otherwise in the Order Form.
7.2 Supplier shall use commercially reasonable efforts to provide advance notice of retirement where applicable.
SIGNATURE PAGE
IN WITNESS WHEREOF, the Parties have caused this Agreement, the DPA, and the SAP Store Listing Terms to be executed by their duly authorized representatives as of the Effective Date.
SUPPLIER
Name:
Title:
Date:
Signature:
CUSTOMER
Name:
Title:
Date:
Signature: