This Smart Vehicle And Driver Safety System Sales And Service Agreement (hereinafter “Agreement”) was signed by and between KLE Bilgi Teknolojileri A.Ş, registered at the İkitelli Tax Office with a tax number of 5640555782 (“KLE”), and a real person or a legal person who signed the Agreement in person or through a representative with the KLE (“Customer”), (KLE and Customer shall hereinafter separately be referred to as “Party” and jointly as the “Parties”) and one copy of this Agreement was given to the Customer.
2. Subject of the Agreement and Definitions
2.1 The subject of this Agreement is to regulate the principles of usage of the Smart Vehicle and Driver Security System which will be installed on the vehicle/vehicles of the Customer, the scope and nature of the Smart Vehicle and Driver Security service to be provided through the Device, and the rights and obligations of the Parties regarding the providing aforesaid services during the term of this Agreement.
2.2 Subject to the terms and conditions of this agreement, KLE, undertakes to make the Customer use the System, of which its intellectual and industrial rights belongs to KLE, through the Device and Mobile Application. The Customer undertakes to pay the device, license and service fee. Aforesaid license right constitutes a simple license right.
“Activation” shall refer to start date of the subscription as set out in the Article 4.1 and the start of utilization of the System, as long as the Customer signs this Agreement and installation of the Device is completed.
'Dealer' shall refer to any person outside KLE who is authorized to sell the Device to Customer. The Dealer may be a real or legal person who has physical point of sale. As well as any person authorized to sell the Device and who serves on the internet pages for electronic commerce shall be deemed to be a Dealer pursuant to this Agreement. To avoid any confusion, no Dealer is the merchant assistant of KLE and no Dealers can be involved in the transaction with the name, account and on behalf of KLE.
“Device” shall refer to the Smart Vehicle and Driver Security device allowing the vehicles to be monitored on www.yokaya.com website or Mobile Application, which is used by the Customer.
“Service” or “Services” shall refer to Yokaya Smart Vehicle and Driver Security System services, which will be provided by KLE to the Customer during the subscription term, regarding the Device purchased prior but in connection to or under this Agreement including server, map, hardware, software, installation, initial installation, operator, maintenance and support services.>
“Mobile Application” shall refer to the Yokaya’s mobile application program enabling the Customer to use the System, receive alerts, and transmit relevant commands, which shall be installed on the Customer's communication devices.
“System” shall refer to a KLE's Yokaya Smart Vehicle and Driver Security System and the software which allows; to view and control the Device and the vehicle over the internet; to get various reports including retrospective reports; to be evaluated of the information and to be notify to the Customer regarding such information (based on the model and version of the Device installed on the vehicle) by the virtue of the theft/accident alarm, park/vale mode, panic button, over speed alarm, driving skills evaluation; which also features functions such as two-way messaging, phone, sms, e-mail, instant notifications(Push notification); makes communication available through GSM, internet and other existing and future communication technologies that would be available; allowing services providing on internet web or mobile based through GSM and internet; regulating the use the System based on various authorization levels.
“Consumer” shall refer to a real or legal person defined as a consumer within the scope of the Code of Consumer Protection numbered 6502.
“Authorized Service Point” shall refer to a real or legal person or any business that will provide the installation and assembly service of the Device, of which their names and information shall be notified by KLE or a real or legal person or any business who sold the Device to the Customer.
3. Phases for Establishing the Agreement
3.1 The sale of the Device to Customer shall be made by signing of this agreement or by a Dealer who is not a party to this agreement. In case the sale is made by the Dealer in the way of direct sales (between the present) and in the place of business of the Dealer, the Device shall be delivered at the same time, otherwise the Device shall be dispatched to the Customer by cargo.
3.2 After the sale of the device, the Customer is obliged to call the KLE’s phone line numbered 0(850) 811 89 59 in order to obtain information regarding the Authorized Service Point, Activation and required documentation to be delivered in this process. The Customer shall fulfil his/her obligations stated under Article 4 of this Agreement by acting in accordance with the information provided to him and by providing the documents required by him. If the Customer cannot provide the requested information and documents, the Customer shall be liable for the damage which KLE suffered due to such reason.
3.3. By downloading Mobile Application, the Customer, shall electronically give an express consent regarding the use of his/her personal data and sign this Agreement, if not previously signed, through the Mobile Applicationc.
3.4. If the Customer has not signed and received one copy of Information and Acceptance Form and this Agreement given by the Dealer or the Authorized Service Point, shall submits this Agreement and Information and Acceptance Form to the Customer to be signed. After the customer signs both of two documents and the Authorized Service Point delivers the documents that the Customer needs to transmit to the KLE, eventually and as the last phase, the Authorized Service Point will perform the installation and assembly of the device.
4. Rights and Obligations of the Parties
4.1. During the term of the Agreement and its subscription (“Duration”), the total price of the Device and all Services to be served during the subscription period, including all taxes, is stated in the Price and Duration Table. The pecuniary debt will be due and payable at the time of sale by the Dealer or when the request by the Customer is made from the Yokaya website.
4.2. The Customer may pay the amount written in the Price and Duration Table through the consumer credit to by the permission of the Dealer or by credit card in instalments. In addition, if the Customer is purchasing the Device and the Service via www.yokaya.com, it may be paid in advance or in instalments within the possibilities offered on the internet site. In this case, the due date is the date of payment for each instalment, and if any of those instalments is not paid, all remaining instalments will be due immediately. In the case of consumer credit usage, without prejudice to the expenses and payments, in the case of payment of the Agreement amount in instalments, the increase in the price or the capital interest will not be realized in order to keep the costs and payments related to the credit. For this reason, even if the customer's early payment requests are accepted, no discount shall be made.
4.3 The Customer may extend subscription time or rebuy the subscription after termination of 12 month subscription period. In this case, the terms of payment are stated in the “Renewal Form”. The customer who owns the device will only pay subscription service fee in this case.
4.4. The initial assembly and installation process to be applied by the KLE or Authorized Service Point to the Customer's stipulated vehicles shall be free of charge. Assembly, disassembly and all kinds of other operations, which will be made after initial assembly and installation process, to be performed on the request of the customer on the stipulated vehicle shall be subject to additional charge. If the customer requests the transfer of an assembled and installed device in the stipulated vehicle to another which has not stipulated in this Agreement, the customer shall be charged an additional fee for assembly, disassembly, installation, dismantling and other operations to be performed for transferring the Device to another vehicle.
4.5 If any taxes, legal fees, stamps including stamp tax, or any other obligations arising out of or in connection with the signing of this Agreement comes to existence, these taxes and obligations shall be fulfilled by KLE.
4.6. The SIM card provided by KLE and placed in the Device constitutes an integral part of the Device in terms of its function. This Agreement shall not include a contract regarding sales or use of a SIM card with the customer, nor shall the customer give the right to use a SIM card. Accordingly, the Customer will only have the right to use the Device on which the SIM card is located and matched. Customer acknowledges, declares and undertakes that he/she will use this right in accordance with the law, the principle of good faith and this article. The customer shall not remove the SIM card from the Device in any way. If KLE determines that these obligations have been violated, KLE shall have the right to suspend the Service offered to Customer immediately, or to restrict the Customer's access to the Service, without incurring any compensation obligation. Customer is solely responsible for any legal, administrative, and criminal proceedings and disputes that may be initiated by third parties or damages arising out of KLE due to improper use of Customer.
4.7. If the Customer is late in paying the payments arising out of this Agreement, the default interest shall apply from the day following the payment due date. There shall be no need to give a warning or send a notification to the Customer in order to lapse the customer into default. In this case, KLE may stop the Services provided under the subscription. In the event that Customer delays more than two payments within a calendar year, KLE shall have the right to terminate this Agreement unilaterally immediately. KLE reserves its right to demand interest and compensation for delay in payment.
4.8. KLE shall not carry out and complete the Activation unless an original signed copy of this Agreement is transmitted to the KLE. Customer agrees that he/she will not be able to benefit from the Service unless the original signed copy of the Agreement is submitted to the KLE. Customer acknowledges that all information and documents provided for the performance of the Agreement and for the benefit of the Service are accurate, complete and indeed appropriate.
4.9. If Customer is Consumer, Customer may withdraw the Agreement within 14 days from the date of signing this Agreement. Customer shall make a declaration of withdrawal in writing and shall notify to the address of KLE specified in the article 7.1, otherwise it will not be deemed the effective and successful withdrawal. If the Activation is initiated and thus the System starts to work before the expiry of the 14-days withdrawal period, or if the Customer opens the Box of the Device before taking it to the Authorized Service Point, the right to withdraw of the Customer shall expire. In the case of withdrawal, Customer may deliver the Device to KLE via cargo firm provided that the box has not been opened or may deliver it to the Dealer or Authorized Service Point where the device is purchased. In this case, Customer shall undertake Yokaya CarGuard Return Exchange Code and cargo fees.
4:10. KLE shall have exclusively and solely discretion in deciding whether the assembly and installation of the Device will be performed outside or inside of the Authorized Service Point. In this respect the Customer shall not make any request to KLE.
4:11. During the assembly process to be performed by KLE or the Authorized Service Point, the Customer or an authorized third party shall be present, shall sign the assembly delivery note and deliver it to the Authorized Service Point. The signed installation delivery document shall certifiy that the assembly and installation of the device has been completed.
4.12. KLE shall notify the Customer regarding the required user ID and password information to be used on YOKAYA website and Mobile Application. The Customer shall show ultimate attention for the confidentiality of the passwords provided by KLE.
4:13. Customer shall be responsible for the security of user ID and password information provided by KLE to be used on System, as of the moment such information received by Customer. Customer shall be exclusively and solely responsible for any damages incurred by Customer and/or a third party that may arise after the date of delivery of such information to the Customer, in connection with acquisition or seizure of the user ID and password information by a third party.
5. Limitation of Liability
5.1. KLE's obligations and commitments to Customer shall be limited to stipulated provisions of this Agreement to the extent that permitted by the framework of the relevant legislation. KLE shall not be liable for damages other than those caused by force majeure and its gross negligence during the performance of this Agreement, and KLE does not give any warranties to the Customer apart from expressly stipulated terms of this Agreement. The Customer shall not be entitled request to any claim, or compensation for damages, or loss of profits or other claims to KLE apart from those expressly stipulated in this Agreement.
5.2. Any provision of this Agreement shall not be interpreted as that KLE gives guarantee for theft, accident and/or other damages to Device and the System caused by internal or external factors or interventions. KLE shall not be liable for damages caused by these reasons. In accordance with this Agreement, KLE shall not be liable for taking out an insurance policy for damages caused by theft, fire or other such incidents. Any provision of this Agreement shall not be interpreted as that KLE give a warranty for malfunction that may arise in the vehicle/vehicles in which the System and the Device installed and assembled. KLE shall not give any warranty with respect to the vehicles where System or Device is installed.
5.3. All technical and physical interventions to be performed on the Device or System shall be solely made by KLE or its Authorized Service Point. All kinds of interventions to the System or Device made by the Customer himself/herself or the third party apart from KLE or its Authorized Service Points shall cause that the Device goes out of scope of warranty and thus the Customer will fail to claim his/her rights stemming from warranty and defective product.
5.4 Under this Agreement, KLE shall not be responsible due to not rendering of services to Customer if the following occasions arise: problems which do not cause by KLE, problems that cannot be predicted and prevented in advance, problems with the GSM/GPRS network and GPS satellite system, or repair work that may occur in the telecommunication infrastructure, interruptions and restrictions imposed by the official authorities, any temporary or permanent suspension of activities by the statutory authorities, cases such as delayed processing of mobile communication technologies, or stoppage of such transaction. Customer accepts in advance and undertakes not to claim any rights or claims from KLE due to technical or other reasons which are not under the responsibility of KLE or for any other reason set forth in this Agreement regarding restriction or stoppage of or access to the Service.
5.5. KLE shall not be liable for any direct, indirect, or reflective damage that may be caused by the unlawful use of the Device or System by the Customer, which may be suffered by a third party or the public.
5.6. Against any rights or claims to KLE by third parties in connection with the System assembled and installed in Customer's vehicles, Customer agrees that KLE shall not be liable and also accepts and undertakes to cover, bear, compensate and pay any direct, indirect, pecuniary and nonpecuniary damages occurred by such liability (including but not limited to any possible judicial costs and expenses and attorney fees) and to assist the KLE’s plea and defending and bear the expenses for third parties’ rights and claims and lawsuits.
6. Duration of Agreement and Termination
6.1. This Agreement shall enter into force at the date of signature by the Parties and shall be valid until the expiry date set out in the Price and Duration Table or until termination of this Agreement by any Party. This Period of time begins at the date of the Activation or in any case one (1) week after the date of signature of this Agreement at the latest.
6.2. If one Party demands to terminate the Agreement, he/she shall notify the termination request through a notary to the other Party two (2) months in advance. If the Customer is a Consumer, he/she shall notify in writing to KLE for the termination of the Agreement, otherwise the Agreement will remain in effective till the end of the term specified in Price and Duration Table. Each Party reserves his/her/its extraordinary right to terminate due to a valid reason.
6.3. Customer acknowledges and agrees to send the notice of termination to the address of KLE specified under article 7.1 of this Agreement. Otherwise, the Agreement shall be deemed not to have been terminated.
6.4. Termination of the Agreement for any reason shall not annihilate the rights and obligations of the Parties originated before the date of termination. Even if the Customer agrees to terminate the Agreement, he/she shall be obliged to immediately and fully pay all the price regarding the remaining months specified in Price and Duration Table after the termination. If the Customer has paid the subscription fee in advance at the date of sale of the Device, KLE shall not be liable for the return of the in advance payment to the Customer due to termination of the Agreement.
6.5. In the event of termination of the Agreement, Customer's access to the System shall automatically expire. Despite the occurrence of the reasons for termination of the Agreement, if the Agreement has not been terminated, it shall not be interpreted in the manner of waiving the right to termination of the Agreement or renouncing for compensation by the non-terminating Party or implicitly modification of the relevant provisions of the Agreement.
6.6. Parties shall not be held liable if they do not partially or wholly fulfil their commitments due to force majeure which are not caused by themselves such as natural disasters, heavy economic depression, war, famine, fire, etc. In the event of the occurrence of force majeure, KLE may reinstate the service and set new conditions providing that obtaining the approval of the customer.
6.7. The Agreement shall not be renewed automatically, at the end of the Agreement period. If the parties aspire, they may decide to extend the Duration of the Agreement after its signature date in order that the Customer may continue to benefit from the System. For this purpose, the parties may request to extend the Agreement and/or may approve the extension of the Agreement by using www.yokaya.com or Mobile Application or by telephone interview with customer service of KLE or by signing a form. This Agreement shall be an integral part of any extension request and approval.
7. Contact Information and Notification
7.1. The customer may be able to contact KLE quickly by using the following information.
(1) MERSİS No: 0564055578200018
(2) Address: Yıldız Teknik Üniversitesi İkitelli Teknopark, İkitelli Organize Sanayi Mahallesi, YTÜ İkitelli Teknopark Sokak, Dış Kapı No:1, Ofis No: Z01 Başakşehir/İstanbul
(3) Contact No: 08508118959
7.2. Customer acknowledges that the address specified in Article 10.1 of this Agreement is the legal notification address of KLE and also agrees that the e-mail and telephone information written on the same article is correct.
7.3. If the Parties do not notify address change to other party in writing, they agree that the notices send to known address has been legally made.
8. Protection of Personal Data
8.1. Customer acknowledges and agrees that his/her personal data which are not limited to those obtained by KLE under this Agreement, such as identity and contact information, subscription information, traffic and location information, information on sales channels, information regarding use of Device and Services, payment information to be domestically and abroad, stored and processed and transferred by KLE to domestic and foreign real and legal persons, institutions, representatives, agents, solution and business partners, in accordance with the Code of Protection of Personal Data ('KVKK') and other applicable legislation, only for the purpose of the performance of the obligations arising out of the Agreement, during the period of performance of obligations, or during legal storage period required of the performance of obligations, or during the legitimate interest of KLE exists.
8.2. KLE may use the Customer's trade name or name for advertorial or promotional purposes, without obtaining a separate authorization from the Customer and without any obligation to pay any fees.
8.4. Clarification Notice shall be an integral part of this Agreement. The Customer may access the Clarification Notice through the System and use his/her rights set forth herein. KLE may, at its sole discretion, make unilateral changes in the Clarification Notice at any time, providing that any rights arising from the KVKK shall be reserved.
9. Dispute resolution
9.1. If the Customer is a Consumer, the Customer may apply to the consumer court or the arbitration committee for consumer problems for the settlement of disputes arising out of this Agreement.
9.2. In cases other than the article 9.1, Istanbul Central Courts and Istanbul Enforcement Offices are authorized to resolve disputes arising out of or in connection with this Agreement.
9.3. In each case, the Parties agree that, in disputes arising out of or in connection with this Agreement, the records of the KLE relating to the Device and System shall be conclusive evidence.
10. Final Provisions
10.1 Customer’s Information ;
10.1. This Agreement and its annexes, consisting of a total of 10 (ten) articles and 7 (seven) pages, have been read understood, signed as 2 (two) original copies and entered into force at the date of [.........]/[.........]/20..........
I expressly approve that my personal data may be processed by KLE Bilgi Teknolojileri Anonim Şirketi under the terms of the processing and protection conditions provided in Clarification Notice.
I declare that my personal data may be used by KLE Bilgi Teknolojileri Anonim Şirketi, for the purpose of use in sales, market research and analysis and also in order for developing services and products of Yokaya, within the scope of processing and protection conditions specified in Clarification Notice, and in this context I agree to receive a questionnaire.