Terms & MSA

Article 1: Parties & Definitions

1.1. Contractor: Adeera Yazılım Hizmetleri Tic. ve San. Ltd. Şti. (hereinafter referred to as "ADEERA").

1.2. Client: Any legal entity or business commissioning custom engineering, artificial intelligence, cloud infrastructure, or consulting services under an agreed Statement of Work (SOW).

1.3. Services: Custom iOS and Android mobile app development, bespoke web and enterprise software solutions, CPQ (Configure, Price, Quote) sales automation systems, RAG (Retrieval-Augmented Generation) training centers, custom AI/LLM integrations, Ubuntu server hosting and infrastructure management, e-commerce architectures, and technical advisory as defined in the applicable proposal.

Article 2: Scope & Framework

This agreement establishes the general terms governing digital services, intellectual property rights, data sovereignty, non-disclosure, personal data processing, and commercial obligations between the parties.

Article 3: Intellectual Property & Acceptance

3.1. Intellectual Property & Source Code: Custom code and mobile applications developed specifically for the Client transfer to the Client upon full payment as an irrevocable usage license. ADEERA retains all rights to its pre-existing core infrastructure modules, libraries, RAG/AI scaffolding, mobile templates, and reusable architectural components (including the Adeeya Core framework).

3.2. Acceptance Testing: Deliverables must be evaluated within seven (7) business days of staging deployment. In the absence of written defect notification within this period, the deliverable is deemed accepted.

Article 4: Artificial Intelligence, Data Privacy & GDPR/KVKK

4.1. Algorithmic Disclaimer: Predictions, code outputs, or recommendations generated by AI models, RAG modules, or automation scripts serve as assistive tools. Final verification and implementation responsibility rests solely with the Client. ADEERA is not liable for indirect damages resulting from algorithmic variance.

4.2. Model Privacy: Client proprietary data transmitted to AI models or RAG pipelines shall strictly not be utilized by third-party model providers (OpenAI, Anthropic, etc.) for public training and remains strictly confidential.

4.3. Data Processing (GDPR & KVKK): Where ADEERA processes personal data on the Client's behalf, it acts as a Data Processor pursuant to GDPR Article 28 and KVKK Law No. 6698, executing solely under documented Client instructions.

4.4. Mutual Non-Disclosure: Both parties maintain perpetual confidentiality regarding all trade secrets, technical specifications, and corporate data.

Article 5: Financial Terms & Invoicing

Fees are payable according to the schedule set forth in the proposal. Overdue amounts accrue commercial statutory default interest. If payment is delinquent by more than fifteen (15) calendar days, ADEERA reserves the unilateral right to suspend active services and infrastructure access.

Article 6: Force Majeure

Neither party shall be held liable for failure or delay in performance caused by circumstances beyond reasonable control, including natural disasters, armed conflicts, epidemics, generalized power or network grid failures, global disruptions of major cloud providers (AWS, Google Cloud, Microsoft Azure), or catastrophic cyberattacks.

Article 7: Term & Termination

This agreement concludes upon full delivery of services. Either party may terminate with 30 days written notice for cause. Compensation for all milestones completed and deployed up to the effective termination date remains fully due.

Article 8: Governing Law & Jurisdiction

Disputes arising under this contract shall be submitted to the exclusive jurisdiction of the Courts and Enforcement Directorates of Istanbul (Anadolu). Digital audit logs, server telemetry, and email records of ADEERA constitute conclusive evidence.