Distance Sales Agreement
The framework agreement for software development, mobile, and SaaS services contracted with Talyxa at distance.
This Distance Sales Agreement ("Agreement") sets out the framework under which Talyxa Teknoloji Yazılım ve Dış Ticaret Limited Şirketi ("Service Provider", "Talyxa") provides custom software development, mobile application development, SaaS platform delivery, and related engineering services to its business clients ("Client") through digital channels. A separate Statement of Work or Service Order signed by both parties sets out the specific deliverables, fees, and timeline for each engagement.
01Definitions
"Service Provider" / "Talyxa" — Talyxa Teknoloji Yazılım ve Dış Ticaret Limited Şirketi.
"Client" — the legal entity that engages Talyxa for services under this Agreement.
"Statement of Work" or "SOW" — a document signed by both parties describing a specific engagement, including deliverables, milestones, fees, and timelines.
"Deliverables" — the software, source code, documentation, designs, or other outputs Talyxa agrees to deliver under an SOW.
"Acceptance Period" — the timeframe during which the Client may test and either accept or reject a Deliverable.
02Parties and Contact Details
Service Provider: Talyxa Teknoloji Yazılım ve Dış Ticaret Limited Şirketi, registered at Yahyakaptan Mh. Akasyalar Cd. B Blok Sitesi No. 24/1, İzmit / Kocaeli, Türkiye. MERSIS No: 0817078614600001. Tax Office: Alemdar Vergi Dairesi, Tax No: 8170786146. Email: info@talyxa.com.
Client: as identified in the relevant Statement of Work, with the legal entity, tax identification number, registered address, authorised signatory, and invoicing contact set out therein.
03Subject of the Agreement
Talyxa agrees to provide the Client with software development, mobile application development, SaaS platform delivery, technical consulting, and other engineering services as described in one or more Statements of Work.
This Agreement does not, by itself, oblige Talyxa to perform any specific work or the Client to pay any specific fee. Obligations arise when a Statement of Work is signed by both parties.
04Scope of Services
Each Statement of Work will describe the scope of services with reasonable specificity, including: the functional and technical requirements, the deliverables, the timeline and milestones, the fees and invoicing schedule, the acceptance criteria, and any third-party services or licences the Client is responsible for procuring.
Anything not expressly included in a Statement of Work is out of scope. Changes to scope must be agreed in writing through a Change Order and may affect the fees and timeline.
05Engagement Process and Acceptance
Talyxa delivers work in milestones as described in the relevant Statement of Work.
Following delivery of a milestone, the Client has the Acceptance Period (fourteen (14) days unless the Statement of Work specifies otherwise) to either (a) accept the Deliverable in writing, or (b) reject it in writing with a list of specific defects measured against the acceptance criteria.
If the Client neither accepts nor rejects the Deliverable in writing within the Acceptance Period, the Deliverable is deemed accepted.
Talyxa will remedy reported defects at no additional cost provided they fall within the agreed acceptance criteria.
06Fees, Invoicing and Payment Terms
Fees, payment milestones, and applicable taxes are stated in the Statement of Work. Unless stated otherwise, fees are exclusive of VAT (KDV) and any applicable withholding taxes.
Talyxa issues invoices according to the milestones agreed in the Statement of Work. Invoices are payable within thirty (30) days of the invoice date by bank transfer to the account stated on the invoice.
Late payments accrue default interest at the higher of the statutory commercial default rate published by the Central Bank of the Republic of Türkiye and ten percent (10%) per annum.
Talyxa may suspend further work if any undisputed invoice remains unpaid for more than fifteen (15) days after written reminder.
07Intellectual Property
Subject to the Client's payment of all fees due, Talyxa assigns to the Client the intellectual property rights in the custom Deliverables created specifically for that Client under the relevant Statement of Work.
Talyxa retains ownership of its pre-existing tools, frameworks, libraries, and methodologies ("Background IP") and grants the Client a perpetual, non-exclusive licence to use any Background IP that is embedded in a Deliverable, solely for the purposes of operating that Deliverable.
Open-source components remain governed by their respective licences.
08Confidentiality
Each party shall treat as confidential any non-public information disclosed by the other party in connection with this Agreement, and shall use it solely for the purpose of performing this Agreement.
These confidentiality obligations survive termination of the Agreement for a period of five (5) years, except for trade secrets, which remain confidential for as long as they qualify as trade secrets under applicable law.
09Warranties and Limitations
Talyxa warrants that the Deliverables, on delivery, materially conform to the acceptance criteria stated in the Statement of Work, and that the services will be performed in a professional and workmanlike manner consistent with industry standards.
Talyxa does not warrant that the Deliverables will be free from all defects, nor that they will operate uninterrupted with third-party systems outside Talyxa's control.
The Client is responsible for procuring any third-party licences, cloud subscriptions, or API access required to operate the Deliverables, unless the Statement of Work expressly assigns that responsibility to Talyxa.
10Limitation of Liability
To the maximum extent permitted by law, neither party shall be liable for indirect, incidental, consequential, or punitive damages, including loss of profit, loss of business, or loss of data.
Each party's total aggregate liability under this Agreement and any Statement of Work is limited to the fees paid (or payable) by the Client to Talyxa under the relevant Statement of Work in the twelve (12) months preceding the event giving rise to the claim.
These limitations do not apply to: (i) wilful misconduct or gross negligence; (ii) breach of confidentiality; (iii) infringement of intellectual property rights; or (iv) any liability that cannot be excluded by law.
11Termination
Either party may terminate a Statement of Work for convenience upon thirty (30) days' written notice. Termination for convenience does not entitle either party to damages, but the Client remains liable to pay for work performed up to the effective termination date.
Either party may terminate immediately for material breach if the breach is not cured within fifteen (15) days of written notice describing the breach.
On termination, Talyxa will deliver to the Client the work-in-progress and source code for which the Client has paid, and the parties will return or destroy each other's confidential information.
12Force Majeure
Neither party is liable for failure or delay in performance caused by events beyond its reasonable control, including natural disasters, war, pandemics, government action, or large-scale internet or cloud-provider failures.
The affected party shall promptly notify the other and resume performance as soon as reasonably practicable. If the force majeure event continues for more than sixty (60) days, either party may terminate the affected Statement of Work.
13Governing Law and Jurisdiction
This Agreement and each Statement of Work are governed by the laws of the Republic of Türkiye.
Disputes arising from or in connection with this Agreement shall be resolved exclusively by the courts and execution offices of Kocaeli, Türkiye.
14Notices and Final Provisions
All formal notices shall be sent to the email addresses and registered addresses of the parties as recorded in the relevant Statement of Work.
If any provision of this Agreement is held unenforceable, the remaining provisions remain in full force. This Agreement, together with the applicable Statement of Work, constitutes the entire agreement between the parties on its subject matter.
For any questions about this document, please contact us at info@talyxa.com. The Turkish version of this document prevails in case of any discrepancy with translations into other languages.