TERMS AND CONDITIONS

These Terms and Conditions (“Terms and Conditions”) and the accompanying Service Order (“Service Order”), entered into between the customer (“Customer”) and KARAHUNJ LTD, as identified in the Service Order (“Company”), collectively constitute your agreement with the Company. The Agreement, composed of the Service Order and these Terms and Conditions, represents the entire understanding and agreement between Company and Customer regarding the purchase and sale of Services in accordance with the Service Order. Any prior discussions and negotiations between the parties regarding these matters are superseded by this Agreement. In the event of a conflict between these Terms and Conditions and the Service Order, the Service Order shall take precedence. Unless modified by the parties, these Terms and Conditions apply to each Service Order and any extensions, modifications, or renewals thereof. By signing the Service Order or confirming acceptance in writing, you acknowledge your acceptance of these Terms and Conditions.

Company reserves the right to update these Terms and Conditions periodically. The version of the Terms and Conditions governing the Service Order will be the most recent version in effect as of the Service Order’s signing date.

Company will sell the products or services (“Services”) described in the Service Order to Customer, who agrees to purchase said Services. The Services available are listed on the Company’s website [https://karahunj.com/]. The availability of Services may vary based on jurisdiction and other circumstances, as determined by Company. Please note that Company may act as a distributor or reseller for certain services, and intellectual property rights for these services remain with their respective Providers.

In consideration of the Services provided by Company, Customer agrees to pay all Charges without deductions or set-offs, except for Applicable Tax required by law. Invoices will be sent electronically or in paper form to the contact details provided by Customer. Payment is due within 7 days of invoice receipt, unless otherwise agreed in the Service Order. Overdue invoices may lead to suspension of Services and accrual of interest.

If Customer withholds Applicable Tax, they must provide relevant documentation and assist Company with any related claims.

All notices must be in writing and delivered by hand, registered post, or email to the addresses specified in the Service Order or as subsequently updated in writing. Notice is deemed received as follows:

Company offers a range of services, some of which may be distributed or resold. The Company may not own or develop these services directly. The Company acts as an approved distributor and/or reseller. All intellectual property rights remain with the respective Providers.

Customer must comply with Provider’s acceptable use policies, as provided by Company upon request. Failure to comply may result in suspension of Services. A breach of these policies constitutes a material breach of these Terms and Conditions.

The Services and related Provider Technology are considered valuable trade secrets. Customer agrees not to modify, distribute, sublicense, or reverse engineer the Provider Technology.

During the term of this Agreement and thereafter, each party shall use and reproduce the other party’s Confidential Information only for purposes of this Agreement and only to the extent necessary for such purpose and will restrict disclosure of the other party’s Confidential Information to its employees, consultants, advisors or independent contractors with a need to know and will not disclose the other party’s Confidential Information to any third party without the prior written approval of the other party.

Any Confidential Information may be used by the receiving Party solely for the purpose of proper performance of such Party’s obligations under this Agreement. The receiving Party may disclose the Confidential Information to its officers, employees, agents, affiliates, advisors, consultants, accountants, auditors, and attorneys (collectively referred to as “Representatives”) on as needed basis only. Such Representatives shall be notified by the receiving Party of the confidential and proprietary nature of the provided information and of its obligations under this Agreement and shall be bound under appropriate terms of confidentiality in respect thereof, and the receiving Party shall be fully responsible for any confidentiality breach occurred due to the failure of any of its Representatives. The receiving Party shall use at least the same level of care as it employs with respect to its own Confidential Information in handling and maintaining the Confidential Information of the disclosing Party.

Notwithstanding the foregoing, a receiving Party or its Representative may disclose the other Party’s Confidential Information upon an authorized governmental body’s request (by deposition, request for information or documents, subpoena, civil investigative demand, or similar process) in the country of operation of the receiving Party. The receiving Party will provide a disclosing Party with a prompt notice of such request or requirement and will cooperate with the disclosing Party so that the disclosing Party could obtain a protective order or other appropriate remedy for preventing disclosure of its Confidential Information. The disclosing Party will incur all expenses for the cooperative efforts of the receiving Party. If no protective order or other remedy is obtained, the receiving Party or its Representative may disclose the Confidential Information as requested by the authorities, and the disclosing Party shall not initiate any claim against the receiving Party based upon such disclosure.

The confidentiality obligations shall not apply to information that

(a) is or becomes public knowledge through no action or fault of the other party;

(b) is known to either party without restriction, prior to receipt from the other party under this Agreement, from its own independent sources as evidenced by such party’s written records, and which was not acquired, directly or indirectly, from the other party;

(c) either party receives from any third party reasonably known by such receiving party to have a legal right to transmit such information, and not under any obligation to keep such information confidential; or

(d) information independently developed by either party’s employees or agents provided that either party can show that those same employees or agents had no access to the Confidential Information received hereunder.

The receiving Party agrees to hold the disclosing Party’s Confidential Information in confidence during the term of this Agreement and for at least five (5) years thereafter. Upon termination of this Agreement or upon the disclosing Party’s written request, whatever comes earlier, a receiving Party will, and will direct its Representative(s) to,

(a) return all Confidential Information furnished by the disclosing Party to the latter without retaining any copy thereof, except from any records that must be kept by the receiving Party under the applicable law or other provision of this Agreement, and

(b) destroy all copies and derivative works of any Confidential Information prepared by the receiving Party or its Representative(s).

Company disclaims all warranties regarding Services. Liability for all claims is limited to fees paid under the Service Order during the previous twelve (12) months, except for liability related to indemnification, payment, confidentiality, and as otherwise provided herein.

Neither party is liable for certain damages, including loss of data, profits, sales, business, customers, or business interruption, except as provided by law.

Exclusions and limitations don’t apply to personal injury, death, fraudulent misrepresentation, or any liability that cannot be excluded by law.

A Service Order becomes effective on its Commencement Date. If the Commencement Date occurs before both Parties sign the Service Order, it’s deemed to commence on the Commencement Date.

The Service Order shall continue until the Completion Date specified in the Service Order (the “Initial Term”) or until either Party provides written notice to the other for termination in accordance with this section.

At the end of the Initial Term and any extended term, a Service Order shall automatically extend for the specified period, unless either Party provides prior written notice of termination with not less than 30 days’ notice or as otherwise stated in the Service Order.

Either Party may terminate a Service Order during its Term by providing prior written notice to the other Party for termination with not less than 90 days’ notice or as otherwise stated in the Service Order.

Either Party may immediately terminate a Service Order by providing written notice to the other Party under the following circumstances:

(a) The other Party commits a material breach of any provision in the Service Order or these Terms and Conditions. If the breach is remediable, it must be rectified within 30 days of receiving written notice specifying the breach (Customer’s failure to pay Charges on the due date is considered a material breach).

(b) The other Party experiences an Insolvency Event.

KARAHUNJ LTD processes all data in accordance with its Privacy Policy, available at [https://karahunj.com/]. The Company is committed to providing a compliant, secure and consistent approach to data protection and meeting the demands of the General Data Protection Regulation (GDPR).

Each Party agrees that, in the performance of its obligations under this Agreement, it will comply with the applicable personal data protection legislation. Each Party warrants and undertakes to the other Party that, to the extent permitted by the applicable laws of the country of its incorporation:

(a) it has in place appropriate technical and organizational (including security) measures to protect Personal Data;

(b) it has in place procedures so that authorized persons granted access to Personal Data will maintain the confidentiality and act only on the relevant Party’s instructions;

(c) it will, and its authorized persons will, process Personal Data solely for the purpose of complying with the Party’s obligations hereunder;

(d) it shall not disclose or transfer, or process Personal Data save in accordance with the data protection laws of the country in which the respective Party is established; and

(e) upon reasonable request of the other Party, the first mentioned Party will submit its Personal Data processing facilities and documentation, for reviewing or auditing by the other Party (or an independent inspection agent or auditor selected by the other Party), to ascertain compliance with this clause.

Neither Party shall be held liable for a failure to perform or delay in performing any obligation under a Service Order if such failure or delay is caused by any event of Force Majeure.

If either Party experiences an event of Force Majeure, they must immediately notify the other Party. This notification should include reasonable details regarding the nature of the event and its potential impact on their ability to fulfill obligations. The Party affected by Force Majeure shall make reasonable efforts to resume its obligations as soon as practically possible.

Either Party may terminate a Service Order with immediate effect by providing written notice to the other Party if an event of Force Majeure lasts for more than 30 days or recurs more than twice within a single 60-day period.

In the event of a dispute (“Dispute”) arising between the Parties regarding a Service Order, the Parties shall adhere to the following dispute resolution procedure:

(a) Either Party may issue a written notice to the other Party outlining the nature and full particulars of the Dispute along with any relevant supporting documents (“Dispute Notice”).

(b) Upon receipt of the Dispute Notice, the Company’s Project Manager and the Customer’s Project Manager will make good-faith efforts to resolve the Dispute promptly.

(c) If the Dispute remains unresolved within 14 days of receiving the Dispute Notice, it will be escalated to the Chief Executive Officer (or Managing Director or a person of equivalent seniority) of each Party. They will attempt in good faith to resolve the Dispute.

(d) If, for any reason, the Chief Executive Officers of the Parties are unable to resolve the Dispute within 30 days from its referral to them, the Dispute shall be finally resolved by the courts of Cyprus.

These Terms and Conditions and Service Orders, as well as any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of Cyprus.

Each Party agrees irrevocably that the courts of Cyprus shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with a Service Order or its subject matter or formation, including non-contractual disputes or claims.

Customer shall not sell, assign, resell, or otherwise transfer the Services to a third party without prior written consent from Company.

Customer shall not assign its rights and obligations under these Terms and Conditions (including the Service Order) without the prior written consent of Company, except in cases of mergers or asset sales.

The Parties agree that the United Nations Convention on the International Sale of Goods or similar consumer protection legislation worldwide does not apply to these Terms and Conditions.

In the event of any legal action to enforce the terms of these Terms and Conditions, the substantially prevailing Party shall be entitled to reasonable legal fees and costs.