1. Parties
1.1. This Sales and Subscription Agreement (the "Agreement") is concluded between Sora Yazılım Teknolojileri ((to be confirmed); MERSİS (Central Registry System) number: (to be confirmed); tax office and number: (to be confirmed) / (to be confirmed)) ("Sora Yazılım"), located at Atatürk Mah. Ertuğrul Gazi Sk. Metropol İstanbul C1 Blok No: 2B İç Kapı No: 376, Ataşehir/İstanbul, on the one hand, and the business that registers a company through sora-ik.com and whose details are given in the registration form (the "Customer"), on the other. Sora Yazılım and the Customer are each referred to as a "Party" and together as the "Parties".
1.2. The person who approves the Agreement in the registration form declares that they are authorized to represent the Customer and to accept this Agreement on the Customer's behalf.
1.3. The Customer acquires the Service within the scope of its commercial or professional activity. The Agreement is a service agreement concluded between businesses.
1.4. Sora Yazılım's addresses for notices: info@sora-ik.com, the KEP (registered electronic mail) address (to be confirmed) and the postal address in Article 1.1. The Customer's addresses for notices: the email address of the account owner registered in the Service and the address provided in the billing details. The Parties notify each other of changes of address; notices sent to the old address because a change was not notified are valid.
2. Definitions
| Term | Meaning |
|---|---|
| Sora İK or the Service | The human resources management software developed by Sora Yazılım and delivered over the cloud, and the service of access to this software |
| Live Modules | Modules available for use in the Service; the current list is on the Modules page. Modules shown as "Coming soon" are not included |
| Account | The company account created on behalf of the Customer |
| User | Persons whom the Customer authorizes to access the Service (managers, HR staff, employees using self-service) |
| Active Employee | An employee registered in the Service whose termination of employment has not been recorded, regardless of whether they have a self-service account |
| Plan | A subscription option defined on the Pricing page, with a set Active Employee upper limit and annual fee |
| Trial Period | The 30-day free-of-charge usage period governed by Article 4 |
| Subscription Term | The 12-month period starting on the date the Plan is activated |
| Customer Data | Data uploaded to or created in the Service by the Customer and Users (including personal data) |
| Data Processing Agreement | The agreement published at Data Processing Agreement, which is an annex to this Agreement |
| Launch | The date on which the Sora İK application is made available for customers' use |
3. Subject of the Agreement and scope of the Service
3.1. The subject of the Agreement is the provision to the Customer of the right to access the Service on a subscription basis, and the rights and obligations of the Parties in this respect.
3.2. The Service consists of the Live Modules, and all Live Modules are included in every Plan. New modules that go live during the Subscription Term are added to the Plan at no additional charge.
3.3. No release date is committed for modules shown as "Coming soon".
3.4. Sora Yazılım may make changes to features in order to improve the Service. Such changes may not remove the core functions of the Live Modules during the Subscription Term.
3.5. The Service provides a calculation infrastructure based on current legislation for payroll, leave, the attendance ledger (puantaj) and official notifications. The Service is not legal, financial or tax advice. The Customer is responsible for checking the calculations, payrolls, declarations and reports produced by the Service before using them or submitting them to official authorities. Sora Yazılım makes reasonable efforts to reflect changes in legislation in the Service; it does not commit that a change will be reflected by its effective date.
3.6. The Customer is responsible for determining User accounts and permissions, keeping passwords confidential, the actions of Users in the Service, the accuracy of the information it enters into the Service and using the Service in accordance with legislation. The Customer is the data controller for Customer Data; data controller obligations, including informing its employees and obtaining their explicit consent where required, rest with the Customer.
3.7. Registrations made before Launch are pre-registrations. The Agreement is concluded upon registration; however, the obligations relating to the provision of the Service and to the Trial Period begin after Launch, under the conditions set out in Article 4. Sora Yazılım does not commit to a date for Launch.
4. Trial period
4.1. The Trial Period begins when the account holder verifies their email address after registration. A trial is opened once per tax identification number (for sole proprietorships, the Turkish national identity number (T.C. kimlik numarası)); if a trial has previously been opened with that number, no new Trial Period begins and the Customer may, if it wishes, request a Plan in accordance with Article 4.5. Sora Yazılım reserves the right to suspend an Account whose registration details are incomplete, inconsistent or cannot be verified, or not to approve the registration; in such cases, no fee is charged to the Customer.
4.2. The Trial Period is 30 days and free of charge. No credit card or payment details are requested for the trial; there is no automatic charge at the end of the Trial Period.
4.3. The start and end dates of the Trial Period are notified to the Customer by email. For registrations made before Launch, the Trial Period begins on the date on which Sora Yazılım approves the Account.
4.4. The Live Modules can be used during the Trial Period. Because trial use is free of charge, the Service is provided as is during this period.
4.5. To continue using the Service, the Customer selects its Plan and number of Active Employees on the account page and sends a plan request together with its billing details within the Trial Period. For a Customer that sends a plan request within the Trial Period, access to the Service is maintained, for as long as the request remains open, until the end of the 7-day payment term counted from the date of the first plan request within the Trial Period or, if the Trial Period ends later, until the end of the Trial Period. If the request is cancelled or the payment term expires without payment, access ends, provided the Trial Period has also ended. A plan request sent after the Trial Period has ended does not reopen access automatically; access opens once payment is received and the Plan is set up.
4.6. If no plan request has been sent when the Trial Period ends, the Account's access to the Service ends. Customer Data entered during the Trial Period can be exported, in accordance with Article 10, within 30 days of the end of the Trial Period and is deleted at the end of this period.
5. Activation and plans
5.1. Plans are determined by the Active Employee upper limit. Plan names, Active Employee limits and annual fees are published on the Pricing page. The Customer chooses the Plan that matches its number of Active Employees.
5.2. The Plan is activated, and the Customer is notified, after the invoice amount is credited to Sora Yazılım's bank account. The Subscription Term starts on the date the Plan is activated and lasts 12 months.
5.3. When the number of Active Employees exceeds the Plan's upper limit, the Customer moves to the next Plan up. Sora Yazılım notifies the Customer of the excess by email and issues an invoice for the difference. The difference is calculated as follows: (annual fee of the new Plan − annual fee of the current Plan) × (number of days remaining in the Subscription Term ÷ total number of days in the Subscription Term). The number of remaining days is calculated from the date on which the excess occurs; the end date of the Subscription Term does not change.
5.4. Moving to a lower Plan is possible only at renewal.
5.5. For more than 500 Active Employees (Enterprise), terms are offered separately. Quote terms accepted in writing by the Parties prevail over the provisions of this Agreement that conflict with the quote.
6. Fees and VAT
6.1. Plan fees are set annually, in Turkish lira and excluding VAT (KDV). The fees published on the Pricing page on the date the Customer sends its plan request apply. VAT and other statutory obligations are shown separately on the invoice. There is no monthly payment option.
6.2. Fee changes do not affect an ongoing Subscription Term; they apply only at renewal.
6.3. Additional services such as payroll consulting are not within the scope of this Agreement and are offered separately.
7. Invoicing and payment
7.1. The Customer sends the information required for invoicing (trade name, tax office, tax number, billing address, e-invoice taxpayer status) from the account page. The Customer is responsible for the accuracy of this information.
7.2. Sora Yazılım issues the invoice according to the information provided by the Customer and sends it to the Customer.
7.3. Payment is made by bank transfer or EFT to the bank account stated on the invoice, within 7 days of the invoice date. Credit cards and online payments are not accepted.
7.4. For amounts not paid when due, Sora Yazılım sends the Customer a written reminder. If payment is not made within 15 days despite the reminder, Sora Yazılım may suspend access to the Service in accordance with Article 9.4. Sora Yazılım's other rights arising from law are reserved.
8. Term and renewal
8.1. The Agreement enters into force on the date it is approved in the registration form. If a Plan has been activated, it continues until the end of the Subscription Term; if not, until the end of the Trial Period.
8.2. The Subscription Term is 12 months.
8.3. The subscription is not renewed automatically. Sora Yazılım sends the Customer a renewal notice at least 30 days before the end of the Subscription Term. Renewal takes place with the Customer's written approval (including by email) and payment of the renewal invoice. The new Subscription Term starts from the end of the previous term.
8.4. At the end of a Subscription Term that is not renewed, access to the Service and the Agreement end automatically. Customer Data is handled in accordance with Article 10.
9. Termination and suspension
9.1. The Customer may terminate the Agreement at any time by written notice. Access to the Service ends on the date stated in the Customer's notice or at the end of the current Subscription Term. The fee paid in advance for the Subscription Term is not refunded.
9.2. Sora Yazılım may terminate the Agreement for just cause if the Customer fails to fulfil its payment obligation despite the suspension of access to the Service, uses the Service for unlawful purposes or in a way that threatens the security of the Service, or materially breaches the Agreement and does not remedy the breach within the reasonable period given in a written notice. In this case, fees paid are not refunded.
9.3. If Sora Yazılım decides to discontinue the Service entirely, it notifies the Customer at least 60 days in advance and refunds the fee corresponding to the remaining part of the Subscription Term.
9.4. Sora Yazılım may suspend access to the Service in the event of (a) late payment under Article 7.4, (b) use that threatens the security of the Service or of other customers, or (c) unlawful use or a decision of a competent authority. Except in urgent security situations, the suspension is notified to the Customer in advance. Customer Data is not deleted during the suspension; access is restored when the reason for the suspension ceases to exist.
9.5. Whatever the reason for which the Agreement ends, Article 10 (Customer Data), Article 11 (confidentiality) and Article 14 (limitation of liability) continue to apply after it ends, by their nature.
10. Customer Data: ownership, export and deletion
10.1. Customer Data belongs to the Customer. Apart from the limited use necessary to provide the Service, Sora Yazılım does not claim any rights over Customer Data and does not use Customer Data for its own purposes.
10.2. Under the Kişisel Verilerin Korunması Kanunu No. 6698 (Türkiye's Personal Data Protection Law, KVKK), the data controller for the personal data in Customer Data is the Customer and the data processor is Sora Yazılım. The Parties' rights and obligations in this respect are governed by the Data Processing Agreement, which is an annex to this Agreement.
10.3. The Customer may export Customer Data in CSV format, or request an export from Sora Yazılım, during the Subscription Term and within 30 days of the end of the Agreement.
10.4. At the end of the 30-day period following the end of the Agreement for any reason (including the expiry of the Trial Period without conversion into a Plan), Customer Data is deleted from live systems. Copies in backups are deleted through the backup cycle at the end of (to be confirmed); during this period, backups are kept solely for disaster recovery. If the Customer requests, the deletion is confirmed in writing.
10.5. It is the Customer's responsibility to export data subject to its own statutory retention obligations, such as employee personnel files, before the Agreement ends or within the period in Article 10.3.
10.6. Account, contract and invoice records relating to Sora Yazılım's relationship with the Customer are not Customer Data; these records are kept for the periods stated in the KVKK Privacy Notice.
11. Confidentiality
11.1. The Parties keep confidential the commercial, technical and financial information of the other Party and the Customer Data that they learn under the Agreement, use them only for the performance of the Agreement and share them only with those of their employees and service providers who need to know and are bound by confidentiality obligations.
11.2. Information that is public, that was lawfully known to the receiving Party beforehand or that it developed independently, and information that must be disclosed by law or by a decision of a competent authority, are excluded from the confidentiality obligation. In the event of mandatory disclosure, the other Party is informed in advance to the extent permitted by legislation.
11.3. The confidentiality obligation continues after the Agreement ends. The confidentiality and security of Customer Data are also governed by the Data Processing Agreement.
12. Intellectual property
12.1. All rights to the software, source code, interface, design and documentation of the Service, and to the name and logo "Sora İK", belong to Sora Yazılım.
12.2. The Customer is granted the right to use the Service for its own internal business during the Subscription Term and the Trial Period. This right is non-exclusive, non-transferable and may not be sublicensed.
12.3. The Customer and Users may not use the Service for reverse engineering, attempting to access the source code, copying, reselling or renting, circumventing security measures, placing automated load on the Service beyond normal use, or developing a competing product.
12.4. The Customer's suggestions and feedback regarding the Service may be used by Sora Yazılım free of charge to improve the Service. Customer Data belongs to the Customer under Article 10.
13. Service level
13.1. Sora Yazılım makes reasonable efforts to keep the Service available and in working order. It does not commit that the Service will operate without interruption or error, or at a specific availability rate.
13.2. Planned maintenance is announced in advance whenever possible.
13.3. Support requests are received through the contact page (with the "Support" subject) or by email. No specific response or resolution period is committed.
14. Limitation of liability
14.1. Sora Yazılım is not liable for indirect damages, loss of profit and revenue, business interruption or loss of reputation.
14.2. Sora Yazılım's total liability arising from the Agreement is limited to the fees paid by the Customer under the Agreement in the 12 months preceding the event that gave rise to the damage.
14.3. The Customer is responsible for administrative fines and damages arising from the use of the calculations and outputs produced by the Service without checking them, from information the Customer enters into the Service being incorrect or incomplete, and from the Customer's notifications to official authorities.
14.4. The Customer is responsible for claims brought against Sora Yazılım because of the Customer's use of the Service contrary to this Agreement or to legislation, or its unlawful processing of Customer Data.
14.5. The limitations in this article do not apply in cases of intent and gross negligence, or to liabilities that cannot be limited by law.
15. Force majeure
15.1. Events that develop beyond the Parties' reasonable control and could not be foreseen, such as natural disasters, epidemics, war, terrorism, widespread internet or power outages, large-scale cyberattacks and decisions of competent authorities, constitute force majeure. The affected Party's failure to fulfil its obligations during force majeure is not considered a breach of the Agreement; payment obligations that arose before the force majeure are reserved.
15.2. The Party affected by force majeure notifies the other Party of the situation without delay.
15.3. If force majeure lasts longer than 30 days, either Party may terminate the Agreement by written notice. In this case, Sora Yazılım refunds the fee corresponding to the remaining part of the Subscription Term.
16. Amendments
16.1. Sora Yazılım may update this Agreement. The current version is published on this page with its version number and "Last updated" date.
16.2. Changes to the Customer's detriment are notified to the Customer by email at least 30 days before they take effect. If the Customer does not approve the new version, the change does not apply to the Customer until the end of the current Subscription Term. Mandatory changes resulting from changes in legislation are reserved.
16.3. At renewal, the version of the Agreement current at that date applies and is approved by the Customer.
17. Governing law and competent court
17.1. This Agreement is governed by the laws of the Republic of Türkiye.
17.2. (to be confirmed) have jurisdiction over disputes arising from the Agreement.
17.3. The Parties accept that the records relating to the electronic approval of the Agreement (approval date, version number, IP address and browser information) may be used as evidence in disputes.
18. Entry into force
18.1. The Agreement is concluded and enters into force when the person authorized on behalf of the Customer approves the Agreement electronically in the registration form. The approval date, the version number of the Agreement, the IP address and browser information are recorded by Sora Yazılım.
18.2. The Data Processing Agreement is an integral part of this Agreement and is approved together with the Agreement. In matters relating to the protection of personal data, the provisions of the Data Processing Agreement prevail.
18.3. The invalidity of any provision of the Agreement does not affect the validity of the other provisions.
18.4. The Customer may not transfer its rights and obligations arising from the Agreement to third parties without Sora Yazılım's written consent.
18.5. This Agreement consists of 18 articles. Agreement version: 1.3.
This text is a translation of the Turkish original; in case of any discrepancy, the Turkish version prevails.