Service agreement

01The parties

• Provider: Codian Limited, a company registered in England and Wales (company number 16333262; registered office: Suite 8791, 5 Brayford Square, London E1 0SG, United Kingdom); "Codian" or "we" in this text.
• Customer: the business that accepts our quote; "the customer" or "you" in this text.

02Definitions

• Coudy: the business software developed by Codian and its products (today Coudy Garage and Coudy Accounting).
• Quote: the written quote, accepted by the customer, that states the product, the number of branches and users, the server choice, the fee, the billing period and the term.
• Your own server: a server provided by the customer that meets the minimum system requirement.
• Server in the package: a server rented for the customer from a Tier III data centre in Turkey and looked after by Codian.
• Server care: an add-on for your own server that leaves backups, monitoring, alerts and server security updates to Codian.

03What the service covers

• Every screen of the product in the quote is open from day one; there is no hidden module to unlock later.
• Codian installs Coudy and sets up your yourcompany.coudy.app address and its security certificate.
• Codian applies Coudy's version updates for as long as the agreement runs.
• For e-Invoice and e-Archive, the GİB-approved private integrator's service and fee are listed separately in the quote, and the integrator's own terms also apply.
• Custom development, data migration or training not in the quote are quoted separately.

04Server options and responsibilities

• Your own server: providing the server, server security updates, backups, monitoring, alerts and response are yours; installing Coudy, version updates and the certificate are Codian's.
• Your own server with server care: providing the server is yours; every other server task is Codian's.
• Server in the package: every task, providing the server included, is Codian's.
• If you run your own server without server care, data losses and outages caused by the server, the network or missing backups are your responsibility.

05Your obligations

• Give accurate information for the quote and the installation; meet the minimum system requirement on your own server.
• Protect user accounts, passwords and verification codes, and answer for what is done with your users' accounts.
• Answer for the accuracy of the data you enter in Coudy, the invoices you issue and your compliance with tax law.
• As the controller of the personal data of the customers and staff you enter in Coudy, meet your duties under KVKK and other law.
• Keep your own records for as long as the law requires.
• Not use Coudy for unlawful purposes, and not rent or sell it to others.

06Fees and payment

• The fee, billing period, payment method and term are set out in the quote.
• If a payment is late, we may suspend the service after written notice; your data is kept during the suspension and the service reopens once paid.
• Fees paid are not refunded, however the agreement ends.

07Term and termination

• The agreement starts for the term in the quote and renews on the terms in the quote.
• If a party materially breaches the agreement and does not remedy it within 30 days of written notice, the other party may terminate it by written notice.
• When the agreement ends, your data is handed over to you within 30 days and permanently deleted within 30 days of the handover, as the Data Policy sets out.

08Support

• Support is given on weekdays from 10:00 to 17:00 Istanbul time, public holidays excepted.
• Send support requests to [email protected], or arrange a meeting.
• With the server in the package and with server care, the server's alerts are also watched outside these hours.

09Continuity of the service

We work to keep Coudy running without interruption or errors, but we don't guarantee it. We apply updates and planned maintenance outside working hours where we can, and tell you beforehand. On your own server, availability depends on your server and network.

10Intellectual property and right of use

• Coudy's software, name, logo and documentation belong to Codian Limited.
• We grant you a non-transferable, non-exclusive right to use Coudy for the term of the agreement, limited to the product and number of users in the quote.
• You may not copy, modify or reverse engineer Coudy, or let others use it.
• The data you enter in Coudy is yours; nothing in this agreement takes any right in it away from you.

11Confidentiality and personal data

Each party keeps confidential the other's business information learned under the agreement. We process the personal data in Coudy on your behalf under the Data Processing Agreement; how your own personal data is processed is set out in the KVKK notice and the GDPR privacy notice.

12Liability

• Codian is not liable for direct or indirect losses, loss of profit or data, business interruption or third-party claims arising from the use of Coudy or the inability to use it.
• No refund of fees or compensation may be claimed for any reason relating to the service.
• These limits do not cover Codian's intent or gross negligence, as Article 115 of the Turkish Code of Obligations requires, or cases where liability cannot be limited by law.

13Force majeure

Neither party is held responsible for obligations prevented by events beyond its control, such as natural disasters, epidemics, war, decisions of public authorities, or general outages of data centres or internet infrastructure, for as long as those events last.

14Changes and notices

• If we change this agreement we publish the new text on this page and tell you by e-mail at least 30 days before it takes effect.
• Notices between the parties are sent to the e-mail addresses in the quote and to [email protected].

15Governing law and jurisdiction

This agreement is governed by Turkish law. The courts and enforcement offices of Istanbul (Çağlayan) have jurisdiction over disputes.