Service Agreement

This Service Agreement ("Agreement") is made by and between

1. 1.Harezmi IT Solutions Incorporated registered under the laws of Ankara Chamber of Commerce with trade registry number 290019 whose registered office is at Mustafa Kemal Mahallesi Dumlupınar Bul. Bina No: 280 D Blok No:4/A Çankaya / ANKARA Türkiye, and  

2. 2.The Customer in the person of its representative authorized to place the Orders for Services (“the Customer”), hereinafter may also be referred to individually as “Party” or collectively as the “Parties”,  

WHEREAS, the Customer desires to employ Harezmi from time to time to perform Services in connection with the Customer’s business activities ("Services"), and

WHEREAS, Harezmi is interested in furnishing Services for the Customer in accordance with this Agreement;

NOW, THEREFORE, IN CONSIDERATION of the mutual promises, conditions, terms and agreements contained in this Agreement, the sufficiency of which is hereby acknowledged, the Parties mutually agree as set forth below:

1. 1.Accepted Definitions and Interpretation  

   1. 1.For the purpose of this Agreement, the terms and definitions contained in Appendix A to this Agreement shall have the corresponding definitions given in the Appendix A.  

   2. 2.Article headings shall not affect the interpretation of the Terms and Definition.  

   3. 3.Unless the context otherwise requires:  

      1. 1.words in the singular shall include the plural and in the plural shall include the singular;  

      2. 2.a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;  

      3. 3.a reference to writing or written includes emails;  

      4. 4.a reference to one gender shall include a reference to the other genders;  

      5. 5.any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms; and  

      6. 6.a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.  

   4. 4.This Agreement is comprised of the following:  

      1. 1.Main Body;  

      2. 2.Appendix A – Terms and Definitions;  

   5. 5.The Appendix A forms integral part of this Agreement and shall have effect as if set out in full in the Main Body of this Agreement. Any reference to this Agreement includes the Appendix A of this Agreement.  

2. 2.Subject of the Agreement  

   1. 1.It is the intention of the Parties that this Agreement shall apply to the provision of the Services (except for some Services subject to separate agreements) delivered by Harezmi to the Customer and that such Services shall be subject to the terms and conditions set forth herein.  

   2. 2.Some particular Services may be provided to the Customer under separate Agreements.  

   3. 3.In the event that Harezmi renders any Services at the request of the Customer or with the permission of the Customer, the Parties agree that the provision of such Services shall be governed by and performed subject to the terms and conditions of this Agreement unless otherwise agreed by the Parties.  

   4. 4.Unless otherwise agreed by the Parties, any Services ordered by the Customer shall be deemed as Consulting Services.  

   5. 5.The Customer acknowledges and accepts that this Agreement is not a consumer or employment contract, but a "business-to-business" agreement and any results of the Services rendered by Harezmi under this Agreement shall be used by the Customer (its Affiliates) for business/professional purposes only, therefore utilizing the mentioned results for any other purposes (i.e. consumer purposes) shall not be allowed.  

   6. 6.Nothing in this Agreement shall compel Harezmi to provide any Services that:  

      1. 1.are (or may be considered) unlawful, fraudulent of have any unlawful or fraudulent purpose or effect;  

      2. 2.relate to any defamatory, obscene, offensive, discriminatory, hateful or inflammatory purpose or material;  

      3. 3.are not technically possible or are outside Harezmi's control (for example, if the Services relate to a third party library in the Speedy Platform); or  

      4. 4.infringe (or may infringe) the rights of any third party.  

3. 3.Services  

   1. 1.In the event that the Customer wishes Harezmi to provide Services, the Customer shall place an order for particular Services (“the Order”) by one of the following ways:  

      1. 1.by making payment via the purchasing procedure on the Site, or  

      2. 2.by making payment against an invoice emailed by Harezmi to the email address (addresses) used by the Customer to contact Harezmi.  

   2. 2.At the moment of placing the Order the Customer is deemed to agree on the following principal conditions:  

      1. 1.the nature of the Services required (i.e. Training, Consulting, etc.);  

      2. 2.the scope of the Services that the Customer would like Harezmi to carry out;  

      3. 3.the number of Service Hours (except for Training);  

      4. 4.the Service Fee;  

      5. 5.the terms and conditions of this Agreement to the full extent.  

   3. 3.The Order shall only be deemed to be accepted by Harezmi when Harezmi issues a written acknowledgment of the Order to the Customer, which Harezmi may do, at its absolute discretion, by sending an email to the email address used by the Customer to contact Harezmi. The Commencement Date shall be deemed as the date when Harezmi has emailed the acknowledgement of the Order to the Customer. The Harezmi’s corresponding obligations to deliver the Services to the Customer shall come into force not sooner than on the Commencement Date. Each of the accepted Orders corresponds to a particular Commencement Date.  

   4. 4.Upon confirmation of the Customer’s Order in accordance with clause 3.3 (since the Commencement Date), the Parties shall be deemed to enter into the Service Agreement under the terms and conditions of this Agreement.  

   5. 5.The Customer may not amend or cancel an Order at any time after Harezmi has confirmed such Order (since the Commencement Date).  

   6. 6.In case if Harezmi:  

      1. 1.lacks the skillset, knowledge or expertise to provide the Services; or  

      2. 2.is (within its reasonable opinion) unable to provide the Services within the number of Service Hours remaining on the Customer's account (except for Training);  

      3. 3.is unwilling to provide the Services requested by the Customer,  

      Harezmi shall notify the Customer of the same as soon as reasonably practicable and the Customer shall be entitled to receive a refund of the monies paid for the balance of any unused Service Hours remaining on the Customer’s account. 

   7. 7.The Services shall be provided remotely at all times, unless otherwise is expressly provided in this Agreement or agreed by the Parties.  

   8. 8.All dates, deadlines, schedules, or delivery time suggested by Harezmi in connection with provision of the Services shall be treated as approximate only. Harezmi shall not be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.  

   9. 9.In the event of any conflict between the terms of the Order and this Agreement, this Agreement shall prevail.  

   10. 10.Working language of any Services might be either in English or in Turkish, whichever option is chosen by the Customer.  

4. 4.Training  

   1. 1.Where the Order includes Training, this Article 4 shall apply while Articles 5 and 6 shall not.  

   2. 2.In case if the Training selected, the Customer shall provide Harezmi with information about the number of Participants designated by the Customer to receive the Training.  

   3. 3.Training Services are provided by means of standard training courses split into a series of webinars or seminars available online or face-to-face on a call-out basis.  

   4. 4.Online Training schedule is fixed as shown on the Site periodically and may be revised from time to time at the discretion of Harezmi.  

   5. 5.In case of inconvenience of the existing fixed Training schedule, the Customer may purchase Training provided on an adaptable schedule. In that case, after the Commencement Date Harezmi shall contact the Customer promptly to arrange the particular schedule on which the Training is to be supplied.  

   6. 6.Upon purchase by the Customer of face-to-face Training on a call-out basis, the corresponding offline Training schedule shall be agreed by the Parties within 10 (ten) Business Days after the Commencement Date. Any further amendments to the offline Training schedule may be made by agreement of the Parties.  

   7. 7.The Training Service Fee shown on the Site (the Standard Fee) shall be applied to online Training only. In case of providing Training on a call-out basis, the Standard Fee shall be accrued with corresponding travel and accommodation costs incidental to sending Harezmi’s specialist(s) on the site.  

   8. 8.In consideration of the Training Service Fee, Harezmi grants to the Customer's Participants a non-exclusive, non-transferrable license to access, view, receive and use the Training in accordance with the Training Schedule. The validity of the license mentioned in this clause shall be limited within an actual duration of a course of Training provided by Harezmi to the Customer.  

   9. 9.Once the Training schedule has been arranged, Harezmi shall send to the Customer access information for the Training. The Customer shall (and shall procure that each Participant shall) keep such access information secret, secure and confidential. Harezmi reserves the right to disable the Customer's (or any of its Participants') access to the Training if, in Harezmi's reasonable opinion, the Customer (or any of its Participants) have failed to comply with this clause.  

   10. 10.The Customer may not (and shall procure that its Participants do not):  

       1. 1.rent, lease, create derivative works of, distribute, sell, sub-license or transfer the Training (or any part thereof);  

       2. 2.remove, amend or obscure any of proprietary or other notices of Harezmi included in or forming part of the Training.  

   11. 11.The Customer is responsible for:  

       1. 1.ensuring that each Participant has all necessary technical ability and knowledge to access and comprehend the Training;  

       2. 2.arranging its Participants' access to the Training in accordance with the Training Schedule.  

   12. 12.If the Training (or any part thereof) is cancelled by Harezmi, or if Participants cannot connect to the Training (or any part thereof) due to technical issues caused by Harezmi, the Customer's sole remedy is that Harezmi will re-schedule the Training/part-Training or make a full refund of the Training Service Fee, whichever option is chosen by the Customer. If a Participant misses the Training (or any part thereof) for any other reason, Harezmi is not responsible for re-scheduling the Training/part-Training and shall not be responsible for providing any refund or other remedy.  

5. 5.Consulting  

   1. 1.Where the Order includes Consulting, this Article 5 shall apply while Articles 4 and 6 shall not.  

   2. 2.Consulting may be provided both online and off-line via calls, chats, exchange of emails, etc.  

   3. 3.Unless otherwise agreed by the Parties, in addition to communications with the Customer by any means (including all the necessary arrangements), Consulting is deemed as including activities given below:  

      1. 1.Regarding to handling a problem posed by the Customer:  

         1. 1.Problem identification,  

         2. 2.Revealing causes of the problem,  

         3. 3.Finding solutions,  

         4. 4.Evaluation of the selected solutions and its ranking,  

         5. 5.Providing the Customer with advices on the problem solving,  

         6. 6.Creation of any products, components, software, materials or other Deliverables,  

      2. 2.Regarding to completion of a task set by the Customer:  

         1. 1.Identification of scope of the task,  

         2. 2.Setting the success criteria,  

         3. 3.Finding solutions,  

         4. 4.Evaluation of the selected solutions and its ranking,  

         5. 5.Providing the Customer with advices on the task solution,  

         6. 6.Creation of any products, components, software, materials or other Deliverables,  

      3. 3.Regarding to delivery of information required by the Customer:  

         1. 1.Identification of relevant information sources,  

         2. 2.Gathering information and data processing,  

         3. 3.Providing the Customer with the required information,  

   4. 4.In respect to means and methods of carrying out the activities set out in clauses 5.3.1 to 5.3.3 including setting of duration of such activities all the mentioned activities are deemed as within the Harezmi’s sphere of competence and Harezmi reserves the rights to conduct the activities at its own opinion.  

   5. 5.After the Commencement Date, Consulting shall be provided upon request of the Customer. The initial response on a new Customer’s request shall be provided within one Business Day coming after the day of the corresponding Customer’s request submission. In the event of a delay with the responding, the Customer shall be credited one hour of free consultancy per each incident.  

   6. 6.For the purpose of the Consulting Service Fee calculation, the minimum duration of a Consulting session shall be deemed as thirty (30) minutes regardless of actual time of such session. In the event of actual time of a Consulting session is more than 30 minutes but less than 60 minutes, the duration of a Consulting session shall be deemed as equal to one (1) full hour, and so on.  

   7. 7.For the purpose of receiving Consulting, the Customer shall appoint its contact persons in number no more than two individuals. The nomination of the contact person(s) shall be made via email in advance.  

   8. 8.By default, all communication goes through a dedicated section of the Forum. Other means of communication may be used as determined by the Parties in a separate agreement.  

   9. 9.The Parties agree that Consulting Services shall be provided on the Business Days within the Business Hours.  

   10. 10.As the Consulting Services rendered, Harezmi shall provide a monthly report to the Customer (“Monthly Report”), setting out:  

       1. 1.the Consulting Services that have been provided to the Customer in the preceding month;  

       2. 2.the number of Service Hours used in carrying out those Consulting Services; and  

       3. 3.the number of remaining Service Hours on the Customer's account.M  

   11. 11.The Parties acknowledge that whether neglecting, declining, or contesting of a Monthly Report by the Customer shall not affect the quality of the Services estimated pursuant to Article 7 of this Agreement.  

6. 6.Single Incident Support  

   1. 1.Where the Order specifies the Single Incident Support, this Article 6 shall apply while Articles 4 and 5 shall not.  

   2. 2.The Single Incident Support is limited with investigation of one (1) Incident raised by the Customer. The Customer may purchase more than one Single Incident Support Services. The Single Incident Support Services are limited with the actual number of the corresponding Single Incident Support Services purchased by the Customer (the Incident Limit).  

   3. 3.The Support shall be provided remotely and in respect of Supported Releases only, unless otherwise is agreed by the Parties.  

   4. 4.As part of the Support, Harezmi shall:  

      1. 1.promptly investigate and respond to Incidents raised by the Customer (as further described below);  

      2. 2.use commercially reasonable efforts to correct Critical Defects and/or Non-Critical Defects, in accordance with the procedure described in this Article 6;  

   5. 5.The Customer Representative may request Support by specifying the nature of the incident. Following notification of an Incident from a Customer Representative, Harezmi will provide an initial response to an Incident within the Response Time. Harezmi's initial response may include requests for further information from the Customer in respect of the Incident.  

   6. 6.Each report of an Incident from the Customer Representative shall include a description of the question, problem or difficulty that the Customer is experiencing in relation to the Speedy Platform and the system operating conditions in which the problem or difficulty may be replicated (where applicable). The Customer shall provide Harezmi with such output and other data, documents, information and assistance as are reasonably necessary  

      1. 1.to assist Harezmi to reproduce the problem/difficulty that the Customer is experiencing (i.e. the subject of the Incident) and  

      2. 2.to respond to the Customer's request for Support.  

      For the avoidance of doubt, Harezmi shall not be obliged to investigate and/or respond to Incidents where the above information has not been provided by the Customer in full.  

   7. 7.For the avoidance of doubt, the Support relates to the Speedy Platform only and shall not extend to providing Support in respect of any of the Customer's products (whether created using the Speedy Platform or otherwise), such as Derived Software. Harezmi reserves the right to refuse investigation of an Incident, if such investigation would require reviewing or debugging of a Customer's project code in the parts not directly interacting with Speedy Platform Application Programming Interface and/or analysis of the Customer's business plan or model.  

   8. 8.If upon investigation of an Incident, Harezmi confirms that the Incident was caused by a defect in the Speedy Platform, but Harezmi has determined (at its reasonable discretion) that such defect is a Non-Critical Defect:  

      1. 1.Harezmi will notify the Customer if the defect can be fixed.  

      2. 2.Subject to clause 6.8.1 Harezmi will issue a Fix Release, within one (1) month from the date that the defect was confirmed as a Non-Critical Defect by Harezmi.  

      3. 3.Harezmi may refuse to fix the defect if in its reasonable opinion:  

         1. 1.the fix is not technically possible or is outside of Harezmi's control (for example, if the defect arises due to a third party library in the Speedy Platform);  

         2. 2.the defect cannot be fixed with commercially reasonable efforts.  

      4. 4.Subject to clause 6.8.3 the Customer deсides whether the prepaid Support Fee shall be refunded by Harezmi or the Incident will not be counted as part of the Incident Limit.  

   9. 9.If, upon investigation of an Incident, Harezmi determines (at its reasonable discretion) that the Incident was caused by a Critical Defect in the Speedy Platform Harezmi will issue a Fix Release within five (5) Business Days from the date that the defect was confirmed as a Critical Defect by Harezmi.  

   10. 10.If Harezmi does not respond to a reported Incident in accordance with clause 6.5, the Customer deсides whether the prepaid Support Fee shall be refunded by Harezmi or the Incident will not be counted as part of the Incident Limit.  

   11. 11.If a Fix Release is not released on time in accordance with clause 6.8.2 or 6.9 the Customer deсides whether the prepaid Support Fee shall be refunded by Harezmi or the Incident will not be counted as part of the Incident Limit.  

   12. 12.The Parties agree that the Support shall be provided on Business Days within Business Hours from 9:00 AM to 6:00 PM İstanbul Time (GMT+03:00).  

   13. 13.Following notification of an Incident from a Customer Representative, Harezmi shall investigate and respond to the Incident within eight (8) Business Hours after the Incident has raised by the Customer (the Response Time).  

   14. 14.Release Support Period is one (1) year.  

   15. 15.The number of the Customer Representatives is limited with 1 (one) individual.  

7. 7.Quality  

   1. 1.Any Services delivered under this Agreement shall be rendered with due quality in compliance with: (a) applicable provisions of the governing rules of law; (b) this Agreement and (c) quality standard established in IT industry.  

   2. 2.Taking into account that by its nature the Services are rendered by Harezmi and consumed by the Customer simultaneously, the Parties agree that quality of the Services shall be assessed by the Customer during such Services are being delivered by Harezmi.  

   3. 3.In cases where in the course of rendering the Services any Deliverables are created by Harezmi (whether alone or jointly), the quality of such Deliverables shall not be taken into account for evaluation of quality of the Services rendered under the Agreement.  

   4. 4.If the Customer has comments to make on the Services provided, the Customer shall send to Harezmi a written motivated refusal to accept the Services listing their defects and deficiencies within the next five (5) Business Days following the day of such Services were delivered by Harezmi.  

   5. 5.If within the period specified in clause 7.4. the Customer fails to send a written motivated refusal to accept the Services, the Services shall be deemed to have been provided by Harezmi properly and in full.  

   6. 6.Notwithstanding anything contained in this Agreement to the contrary, it is understood by the Customer that Harezmi does not warrant that the Services will accomplish any particular result that the Customer may figure on.  

   7. 7.Interpretations, research, analysis, opinions, recommendations, designs, analyses, programs, models, advice or interpretational data (“Interpretations and Recommendations”) furnished by Harezmi during rendering the Services hereunder are opinions based upon inferences from empirical relationships and assumptions, and industry practice, which inferences, assumptions and practices are not infallible. Accordingly, Harezmi does not warrant the accuracy, correctness or completeness of any Interpretations and Recommendations, or that the Customer’s reliance or any third party’s reliance on the Interpretations and Recommendations will accomplish any particular results. The Customer assumes all responsibility for the reliance upon and the use of the Interpretations and Recommendations and for all decisions based thereon, and the Customer shall release, indemnify, defend and hold Harezmi and its Affiliates harmless from and against any claims arising out of any such decisions and the reliance on or the use of any such Interpretations and Recommendations.  

8. 8.Payments and charges  

   1. 1.The Service Fee shall be calculated in accordance with Harezmi's estimate/quotation for the Services or, in the absence of an estimate/quotation, in accordance with Harezmi's price list (which is available on the Site) at the Commencement Date. All Service Fees exclude value added tax chargeable for the time being ("VAT"). VAT shall be paid in addition to the Service Fee, where VAT is applicable (for Turkey residents only).  

   2. 2.Harezmi reserves the right to alter the Service Fee at any time, save that Harezmi shall not alter the Service Fee for the corresponding Services since the particular Commencement Date.  

   3. 3.Unless otherwise agreed with Harezmi, the Customer may only pay the Service Fee using the accepted payment methods listed on the Site.  

9. 9.Intellectual Property Rights and License  

   1. 1.All Intellectual Property Rights in Training materials, and the Speedy Platform (“Harezmi Products”) shall belong to Harezmi and the Customer shall have no rights in respect of any of the Harezmi Products except as expressly granted under this Agreement.  

   2. 2.For the avoidance of doubt, there is no transfer of any of the Intellectual Property Rights intended in this Agreement and execution of this Agreement by Harezmi does not convey or grant any right, title, interest or license to any proprietary rights contained in the Harezmi Products, including without limitation the right to re-engineer, reproduce any part of the Harezmi Products provided under this Agreement.  

   3. 3.Unless otherwise is expressly set out in this Agreement, any Intellectual Property Rights and proprietary rights that are learned, created or developed including, without limitation all improvements on any Harezmi Products that result during the relationship between Harezmi and the Customer contemplated under this Agreement (the “Discovered IP”), including without limitation any Discovered IP that is developed by, arise from or connected to the consultants or employees of Harezmi shall be the solely and exclusively owned by Harezmi and the Customer shall have no interest, right or entitlement in or to such Discovered IP. Regarding to any Deliverables set out in clauses 5.3.1 (f) or 5.3.2 (f) Harezmi grants to the Customer worldwide, irrevocable, non-exclusive license to use, duplicate, modify, distribute or sub-license such Deliverables.  

   4. 4.Nothing contained in this Agreement will be deemed to grant the Customer any right, title or interest in the trademarks, trade name, service marks, proprietary words, or symbols which the other may have adopted or used at any time in the course of its business.  

10. 10.Limits of liability  

    1. 1.This Article 10 sets out the liability of each Party to the other in respect of:  

       1. 1.any breach of the Agreement, howsoever arising;  

       2. 2.any use made of the Services (or any part of them);  

       3. 3.any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Agreement; and  

       4. 4.any other liability (including non-contractual) howsoever arising under any legal theory whatsoever, arising under or in connection with the Agreement.  

    2. 2.Nothing in the present Agreement shall exclude or limit either Party's liability for:  

       1. 1.death or personal injury resulting from negligence; or  

       2. 2.fraud or fraudulent misrepresentation or willful default; or  

       3. 3.for any other matter for which it would be unlawful for either Party to exclude or limit or attempt to exclude or limit its liability.  

    3. 3.Subject to clause 10.2, neither Party shall under any circumstances whatsoever be liable to the other Party, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, and/or otherwise howsoever arising under any legal theory whatsoever, for any of the following losses (in each case, whether direct or indirect):  

       1. 1.loss of profit or revenue;  

       2. 2.loss of or damage to reputation or depletion of goodwill;  

       3. 3.loss of business;  

       4. 4.loss of contracts or loss of business opportunity;  

       5. 5.loss of anticipated saving;  

       6. 6.any losses arising in connection with any third party contract or arrangement (e.g. payments (e.g. penalties) due to be paid/paid to any third party under any contract or arrangement);  

       7. 7.wasted management and/or staff time and/or office time;  

       8. 8.nor any special, indirect, or consequential loss, cost, damage, charge or expense suffered by the either Party that arises under or in connection with the Agreement.  

    4. 4.Notwithstanding the other provisions of this Agreement the total liability of Harezmi (its Affiliates) before the Customer (its Affiliates) with respect to any expenses, costs and losses, directly or indirectly connected with non-performance (undue performance) by Harezmi (its Affiliates) of its obligations to perform the Agreement, or directly or indirectly connected with tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise howsoever under any legal theory whatsoever arising out of or in connection with the Agreement shall in no event be greater than a sum equal to the total Service Fee paid by the Customer to Harezmi under this Agreement or $50,000, whichever is greater, and the Customer hereby exempts Harezmi (including its Affiliates) from liability in excess of the said amount.  

    5. 5.The Customer shall not be entitled to demand from Harezmi (its Affiliates), and Harezmi (its Affiliates) shall be entitled not to perform any demands directly not connected with performance by Harezmi (its Affiliates) of the conditions of this Agreement. The Parties acknowledge that any liability may be placed on Harezmi (its Affiliates) exclusively in connection with non-performance (undue performance) by Harezmi (its Affiliates) of their obligations under this Agreement.  

    6. 6.All references to Harezmi in this Article 10 shall, for the purposes of this Article only, be treated as including all employees, officers, subcontractors and suppliers of Harezmi (its Affiliates), all of whom shall have the benefit of the exclusions and limitations of liability set out in this Article.  

11. 11.Assignment and subcontracting  

    1. 1.The Customer shall not, without the prior written consent of Harezmi, assign, transfer, charge, mortgage, subcontract, sub-license, declare a trust of or deal in any other manner with all or any of its rights or obligations under the Agreement.  

    2. 2.Harezmi may at any time and at its discretion, assign, transfer, charge, mortgage, subcontract, declare a trust of or deal in any other manner with all or any of its rights or obligations under the Agreement.  

    3. 3.It is expressly understood that Harezmi is an independent contractor and that neither Harezmi nor anyone employed by Harezmi shall be deemed for any purpose to be an employee, agent, partner, servant or representative of the Customer.  

12. 12.Duration and Termination  

    1. 1.This Agreement shall remain in full force and effect until terminated by either Party in accordance with the provisions of this Article 12 or as otherwise provided for in this Agreement.  

    2. 2.Either Party may terminate this Agreement without cause by giving the other Party sixty (60) calendar days prior written notice.  

    3. 3.Either Party may terminate without cause any Customer’s Order after the corresponding Commencement Date by Harezmi by giving the other Party thirty (30) days prior written notice.  

    4. 4.Notwithstanding anything to the contrary contained herein, Harezmi has the right to terminate this Agreement in a unilateral extrajudicial order without any claims for losses. In that case Harezmi undertakes to send to the Customer the corresponding written notice of termination of this Agreement in 20 (twenty) calendar days prior to date of termination. To the date of termination of the Agreement Harezmi has the right to stop to render Services under this Agreement, and the Customer refuses of any claims to the Harezmi concerning such termination.  

    5. 5.Without prejudice to any rights that have accrued under the Agreement or any other rights or remedies which the Parties may have, either Party may at any time terminate the Agreement with immediate effect by giving written notice to the other Party if:  

       1. 1.the other Party is subject to an Insolvency Event;  

       2. 2.the other Party ceases, or threatens to cease, to carry on all or substantially the whole of its business;  

       3. 3.the other Party commits an irremediable material breach of any of the terms of the Agreement , or a material breach which is remediable and fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so.  

    6. 6.On termination of the Agreement for any reason:  

       1. 1.if the Agreement has been terminated by the Customer, Harezmi shall refund to the Customer (on a pro-rata basis) any Service Fee that the Customer has paid in advance of the Services which have not been delivered;  

       2. 2.the accrued rights, remedies, obligations and liabilities of the Parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination; and  

       3. 3.Articles and clauses which expressly or by implication have effect after termination shall continue in full force and effect, including this clause 12.6(c), Article 1 (Accepted Definitions and Interpretation); Article 9 (Intellectual Property Rights and License); Article 10 (Limits of Liability); Article 16 (Notices); Article 17 (Governing Rules of Law and Jurisdiction), and Article 18 (Miscellaneous).  

13. 13.Entire Agreement  

    1. 1.The Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous drafts, arrangements, understandings or agreements between them, whether written or oral, relating to the subject matter of the Agreement.  

    2. 2.Any samples, drawings, descriptive matter or advertising issued by Harezmi, and any descriptions or illustrations contained in Harezmi's website, catalogues, quotations/estimates and/or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Agreement or have any contractual force.  

    3. 3.All Agreements shall be on the terms and conditions contained in this Agreement. Therefore, any other terms and conditions (including any terms or conditions which the Customer purports to apply or seeks to impose or incorporate orally, or under any purchase order, confirmation of order, specification or other document, or which are implied by trade, custom, practice or course of dealing) shall be excluded and deemed irrelevant to relationships of the Parties under this Agreement.  

    4. 4.Each Party acknowledges that, in entering into the Agreement, it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each Party agrees that its only liability in respect of those representations and warranties that are set out in the Agreement (whether made innocently or negligently) shall be for breach of contract.  

    5. 5.Nothing in this Article 13 shall limit or exclude any liability for fraud or other crimes.  

14. 14.Severance  

    1. 1.If any arbitration institution, or court, or competent authority finds that any provision of the Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Agreement shall not be affected.  

    2. 2.If any invalid, unenforceable or illegal provision of the Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.  

15. 15.Force majeure  

    1. 1.A Party, provided that it has complied with the provisions of clause 15.2, shall not be in breach of the Agreement, nor liable for any failure or delay in performance of any obligations under the Agreement (and, subject to clause 15.3, the time for performance of the obligations shall be extended accordingly) arising from or attributable to acts, events, omissions or accidents beyond its reasonable control ("Force Majeure Event"), including but not limited to any of the following:  

       1. 1.acts of God, including but not limited to fire, flood, earthquake, windstorm or other natural disaster;  

       2. 2.war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;  

       3. 3.terrorist attack, civil war, civil commotion or riots;  

       4. 4.nuclear, chemical or biological contamination or sonic boom;  

       5. 5.fire, explosion or accidental damage;  

       6. 6.adverse weather conditions;  

       7. 7.collapse of building structures, failure of computers or vehicles;  

       8. 8.any labour dispute, including but not limited to strikes, industrial action or lockouts;  

       9. 9.non-performance by suppliers or subcontractors (other than by companies in the same group as the Party seeking to rely on this sub-clause); and  

       10. 10.interruption or failure of utility service, including but not limited to electric power, gas or water.  

    2. 2.Any Party that is subject to a Force Majeure Event shall not be in breach of the Agreement provided that:  

       1. 1.it promptly notifies the other Party in writing of the nature and extent of the Force Majeure Event causing its failure or delay in performance;  

       2. 2.it uses reasonable endeavours to mitigate the effect of the Force Majeure Event, to carry out its obligations under the Agreement in any way that is reasonably practicable and to resume the performance of its obligations as soon as reasonably possible.  

    3. 3.If the Force Majeure Event prevails for a continuous period of more than three (3) months, either Party may terminate the Agreement by giving sixty (60) days written notice to all the other Party. On the expiry of this notice period, the Agreement will terminate. Such termination shall be without prejudice to the rights of the Parties in respect of any breach of the Agreement occurring prior to such termination.  

16. 16.Notices  

    1. 1.All notices and documents in connection with this Agreement shall be executed in printed or electronic/digital form and may be delivered both by mail service and via electronic means including email or other Internet-based communication tools.  

    2. 2.The provisions of this Article 16 shall apply to the service of any proceedings or other documents in any legal action.  

17. 17.Governing rules of law and jurisdiction  

    1. 1.Any relationships between the Parties to this Agreement, including those related to its conclusion, existence, validity, interpretation, execution, breach, refusal to perform, or termination shall be governed by the UNIDROIT Principles of International Commercial Contracts (2016) and, with respect to issues not covered by such Principles, by the law of Turkey.  

    2. 2.In case of any inconsistency between the provisions of the UNIDROIT Principles and this Agreement, this Agreement shall prevail.  

18. 18.Miscellaneous  

    1. 1.Waiver  

       No failure or delay by a Party to exercise any right or remedy provided under the Agreement or by the governing rules of law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. 

    2. 2.Variation  

       No variation of the Agreement shall be effective unless it is in writing and signed by the Parties. 

    3. 3.Third-party rights  

       A person who is not a Party to the Agreement shall not have any rights under the Agreements to enforce any term of the Agreement. 

    4. 4.No partnership or agency  

       Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, nor authorize any Party to make or enter into any commitments for or on behalf of any other Party. 

    5. 5.Counterparts  

       This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this Agreement, but all the counterparts shall together constitute the same Agreement. 

Appendix A. Terms and Definitions