Sendonis

Draft – subject to legal review.

Draft – subject to legal review

Sendonis Terms of Service

Effective date: [EFFECTIVE DATE]

These Terms of Service (the "Terms") form a binding agreement between Sinapp Sağlık Eğitim Yazılım Danışmanlık Ltd. Şti., a company incorporated in the Republic of Türkiye with its registered address at Nurol Plaza, Maslak/İstanbul, trade registry no. [COMPANY REGISTRATION NO], MERSIS no. [MERSIS NO], tax office Maslak, tax ID 7701222551 ("Sendonis", "we", "us"), and the person or entity that creates an account or uses the Service ("Customer", "you").

By creating an account, clicking "I agree" (or similar), or using the Service, you accept these Terms. If you accept on behalf of an organisation, you confirm that you are authorised to bind it, and "you" refers to that organisation.

Drafting note: Confirm the contracting entity, whether acceptance is click-wrap only, and whether enterprise customers may sign an order form that overrides these Terms.

1. Definitions

2. Business use only; consumer-law carve-out

2.1 The Service is intended exclusively for businesses, organisations and individuals acting for purposes relating to their trade, business, craft or profession. You confirm that you are not entering into these Terms as a consumer.

2.2 You must be at least 18 years old and have legal capacity to enter into contracts in order to create an Account.

2.3 Consumer-law carve-out. Nothing in these Terms excludes, limits or modifies any right or remedy that cannot be excluded, limited or modified under applicable mandatory law, including any consumer-protection law (for example, Turkish Law No. 6502 on Consumer Protection, mandatory consumer-protection rules of the European Union, its Member States or the United Kingdom, or any applicable U.S. state law), where such law applies to you notwithstanding Section 2.1. To the extent any provision of these Terms is unenforceable against you under such law, that provision applies only to the maximum extent permitted.

Drafting note (lawyer): Confirm whether Turkish Law No. 6502 and the Regulation on Distance Contracts could apply to sole traders/individual users, and whether a separate consumer version or right-of-withdrawal wording is required.

3. Your Account

3.1 You must provide accurate, current and complete registration and billing information and keep it up to date.

3.2 You are responsible for all activity under your Account, including activity by Authorized Users and anyone using your API keys. You must keep passwords and API keys confidential, use multi-factor authentication where offered, rotate API keys that may have been exposed, and notify us without undue delay at [CONTACT EMAIL] of any unauthorised use.

3.3 We may require identity, business or domain-ownership verification (know-your-customer checks) before enabling sending or increasing your limits, and may refuse or close an Account where verification is not satisfactory.

3.4 You may not create multiple Accounts to evade limits, suspension or enforcement under these Terms or the AUP.

4. The Service; API and Web App only

4.1 Access methods. Messages may be sent only through the API and the Web App. Sendonis does not offer an SMTP relay or SMTP credentials to any customer, and you may not attempt to send Messages through the Service by any other means.

4.2 API use. You must use the API in accordance with our documentation, rate limits and any technical restrictions we communicate. You must not (a) exceed or circumvent rate limits, quotas or budget limits; (b) probe, scan or test the vulnerability of the Service; (c) reverse engineer the Service except as permitted by mandatory law; (d) resell, sublicense or provide the Service to third parties (including your own clients) except as expressly permitted by your Plan; or (e) use the Service to build a competing product.

Drafting note: If agencies/resellers will be allowed to send on behalf of their own clients, add a reseller clause making the Customer fully responsible for each end client's compliance.

4.3 Sending domains and sender identity. To send email you must verify a sending domain you own or control, following our domain-verification instructions (including DNS records for DKIM and, where applicable, SPF/custom MAIL FROM and DMARC). You must not send from domains, addresses or SMS sender IDs that you are not authorised to use. You remain responsible for the configuration, reputation and security of your domains.

4.4 Sending limits. Each Plan includes sending limits, quotas and/or budget limits (for example, daily or monthly message volumes, sending rate and spend caps). We may set lower initial limits for new Accounts and increase them gradually based on sending history, verification and deliverability metrics. Limits are described at [PRICING URL] or in your Account.

4.5 Third-Party Delivery Providers. Message delivery depends on Third-Party Delivery Providers, mailbox providers, mobile network operators and other intermediaries outside our control. Their terms and policies (including the AWS Acceptable Use Policy and Amazon SES service terms, and the policies of [SMS PROVIDER] and relevant carriers) may impose additional restrictions on your use of the Service, and you agree to comply with them as communicated to you. We do not guarantee that any Message will be delivered, delivered within a particular time, placed in an inbox, or not filtered as spam.

4.6 Changes to the Service. We may modify, add or remove features. If we remove a material feature of a paid Plan, we will give you reasonable advance notice where practicable.

5. Your compliance obligations and warranties

5.1 You are the sender. As between you and Sendonis, you are solely responsible for your Messages, your Recipient lists, your Customer Data, and your compliance with all laws applicable to your sending. Sendonis provides tools (such as unsubscribe links, suppression lists and opt-out handling), but these tools do not make your sending lawful.

5.2 Warranties. You represent, warrant and undertake that, for every Message sent through the Service:

(a) you have obtained and can document a valid legal basis, and where required, prior, specific and freely given consent (opt-in), from each Recipient to receive that type of Message from you through that channel;

(b) you have not used purchased, rented, borrowed, shared, harvested, scraped, appended or otherwise third-party-sourced lists, except where expressly permitted by law and the AUP;

(c) Türkiye: where Law No. 6563 on the Regulation of Electronic Commerce and the Regulation on Commercial Communication and Commercial Electronic Messages apply, you (i) are registered with the Message Management System (İleti Yönetim Sistemi, "İYS") where required, (ii) have registered recipient consents in İYS where required, (iii) check İYS consent status before sending commercial electronic messages, and (iv) process opt-outs within the legally required period;

(d) EU/EEA and UK: you comply with the GDPR, the UK GDPR, the Data Protection Act 2018, the ePrivacy Directive (2002/58/EC) as implemented in each Member State, and the UK Privacy and Electronic Communications Regulations 2003 (PECR);

(e) United States: you comply with the CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA) and FCC rules, applicable state laws (including state telemarketing and "mini-TCPA" laws), and carrier requirements for application-to-person SMS, including 10DLC brand and campaign registration, toll-free verification and short-code rules where applicable;

(f) Canada: you comply with Canada's Anti-Spam Legislation (CASL);

(g) other jurisdictions: you comply with all other laws, regulations, regulator guidance and carrier/operator rules applicable to the Recipients' location and the channel used, including local SMS rules on sender IDs, content, quiet hours and opt-out mechanisms;

(h) every marketing or commercial Message clearly identifies you as the sender, includes accurate header and contact information, and contains a functioning, easy-to-use unsubscribe or opt-out mechanism, and you will not remove, disable or obscure the unsubscribe mechanisms provided by the Service;

(i) you honour opt-outs promptly and will not re-add suppressed Recipients without fresh, documented consent;

(j) your Messages and Customer Data do not infringe any third party's rights and do not contain content prohibited by the AUP; and

(k) you have provided all notices and obtained all consents required to allow Sendonis and its subprocessors to process Recipient Data as described in the DPA, including any international transfers.

5.3 Evidence of consent. On request, you will promptly (and in any case within [CONSENT EVIDENCE RESPONSE DAYS] days) provide evidence of consent or other lawful basis for any Recipient or list, including source, date, method and consent wording.

5.4 Sensitive and regulated data. You will not use the Service to send or store special categories of personal data (e.g. health, biometric, religious or criminal data), payment card data, government identification numbers, or data of children under the applicable age of digital consent, unless we have expressly agreed in writing.

6. Acceptable Use Policy

The AUP is incorporated into and forms part of these Terms. A breach of the AUP is a breach of these Terms. In the event of conflict regarding permitted sending practices, the stricter requirement applies.

7. Monitoring, throttling and suspension

7.1 Monitoring. We monitor sending activity, bounce rates, complaint rates, spam-trap hits, blocklist listings, opt-out rates, content signals and reports from Third-Party Delivery Providers, mailbox providers, carriers and Recipients, in order to protect the Service, our sending reputation, other customers and Recipients.

7.2 Automated controls. The Service may automatically throttle, queue, pause or reject sending when your Account exceeds the thresholds set out in the AUP (currently a 4% bounce rate and a 0.08% complaint rate), when your quota or budget limit is reached, or when abnormal activity is detected.

7.3 Suspension. We may suspend all or part of the Service (including sending only) immediately and, where practicable, with notice, if we reasonably believe that: (a) you have breached these Terms, the AUP or applicable law; (b) your use poses a security, legal, reputational or deliverability risk to Sendonis, other customers, Third-Party Delivery Providers or Recipients; (c) a Third-Party Delivery Provider, carrier, regulator or court requires it; (d) your Account has been compromised; or (e) payment is overdue. We will use reasonable efforts to limit the suspension to what is necessary and to restore the Service once the cause is resolved.

7.4 Cooperation. You will cooperate with our investigations, including by providing information about list sources and consent. We may notify Third-Party Delivery Providers, carriers or authorities where required by law or by their terms.

7.5 No liability for enforcement. To the extent permitted by law, we are not liable for any loss arising from throttling, pausing, suspension or termination carried out in good faith under this Section 7.

8. Plans, fees and payment

8.1 Plans. Plans, prices, included volumes, overage rates and limits are set out at [PRICING URL] or in an order form. Plan names: [PLAN NAMES].

8.2 Fees. You will pay all fees for your Plan and any usage-based charges (including SMS charges, which may vary by destination country and operator) in [CURRENCY]. Unless stated otherwise, subscription fees are billed in advance and usage fees in arrears or via prepaid credits.

8.3 Payment. Payments are processed by [PAYMENT PROVIDER]. You authorise us and [PAYMENT PROVIDER] to charge your chosen payment method. Invoices are payable within [PAYMENT DUE DAYS] days unless paid automatically.

8.4 Taxes. Fees exclude VAT, withholding and other taxes, which will be added where applicable. If withholding is required, you will gross up payments so we receive the full amount, unless prohibited by law.

8.5 Budget limits. You may set spend or budget limits in your Account. When a limit is reached, sending may be paused until the limit is raised or the next period begins. You remain responsible for charges incurred up to the limit.

8.6 Refunds. Except as required by mandatory law or expressly stated in your Plan, fees are non-refundable, including for Messages that bounced, were filtered or were not delivered, and for periods of suspension caused by your breach. [REFUND POLICY – TBD]

8.7 Price changes. We may change prices with at least [NOTICE PERIOD DAYS] days' notice, effective from your next billing period.

8.8 Late payment. We may suspend the Service for overdue amounts after notice and charge late-payment interest at [LATE PAYMENT INTEREST] or the maximum rate permitted by law, whichever is lower.

9. Data protection

9.1 Customer account data. We process personal data about you and your Authorized Users (account, billing, support and usage data) as a controller, as described in our Privacy Policy at [LEGAL PAGES URL].

9.2 Recipient Data. For Recipient Data and other personal data in Customer Data, you are the controller (or a processor acting for your own controller) and Sendonis acts as your processor (or sub-processor). The DPA is incorporated into these Terms and applies to that processing.

9.3 International transfers. You acknowledge that email delivery is performed through Amazon SES in the AWS eu-central-1 region (Frankfurt, Germany), operated by a provider headquartered in the United States, and that Customer Data may be processed in [HOSTING PROVIDER / LOCATION] and by other subprocessors listed at [SUBPROCESSOR LIST URL], subject to the transfer safeguards in the DPA.

10. Customer Data and intellectual property

10.1 Your data. You retain all rights in Customer Data. You grant Sendonis and its subprocessors a worldwide, non-exclusive licence to host, copy, transmit, process and display Customer Data solely to provide, secure and support the Service, comply with law and enforce these Terms.

10.2 Aggregated data. We may generate and use aggregated or de-identified data (e.g. deliverability statistics) that does not identify you or any individual, to operate and improve the Service.

10.3 Our IP. The Service, software, documentation and all related intellectual property belong to Sendonis or its licensors. We grant you a limited, non-exclusive, non-transferable right to use the Service during the term in accordance with these Terms.

10.4 Feedback. If you provide feedback, we may use it without restriction or obligation to you.

11. Confidentiality

Each party will protect the other's non-public information disclosed in connection with the Service with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and advisers who need to know it and are bound by confidentiality, or as required by law (with prompt notice where lawful).

12. Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". SENDONIS DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, UNINTERRUPTED OR ERROR-FREE OPERATION, AND MESSAGE DELIVERABILITY OR INBOX PLACEMENT. SENDONIS DOES NOT PROVIDE LEGAL ADVICE, AND THE AVAILABILITY OF COMPLIANCE TOOLS DOES NOT MEAN YOUR SENDING IS LAWFUL.

Drafting note: Add any SLA reference here if an SLA is offered ([SLA URL]).

13. Limitation of liability

13.1 Exclusion of indirect damages. To the maximum extent permitted by law, neither party is liable for any indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, business, goodwill or data, however arising.

13.2 Cap. To the maximum extent permitted by law, each party's total aggregate liability arising out of or relating to these Terms and the DPA is limited to the greater of (a) the fees paid or payable by you to Sendonis in the [LIABILITY CAP MONTHS] months preceding the event giving rise to the claim and (b) [LIABILITY CAP MINIMUM AMOUNT].

13.3 Exceptions. The limitations in 13.1 and 13.2 do not apply to (a) your payment obligations; (b) your indemnity obligations under Section 14; (c) your breach of Section 5 (Compliance) or the AUP; (d) liability for gross negligence, wilful misconduct or fraud; or (e) any liability that cannot be limited or excluded under applicable law (including, under Turkish law, liability that cannot be excluded under Article 115 of the Turkish Code of Obligations No. 6098).

13.4 Nothing in these Terms limits either party's liability towards data subjects under Article 82 GDPR/UK GDPR or other mandatory law; the cap applies only between the parties.

Drafting note (lawyer): Review enforceability of caps and exclusions under Turkish law (TBK Art. 115 – no advance exclusion for gross negligence/intent), the governing law chosen, and any standard-terms review rules (TBK Arts. 20–25).

14. Indemnity by Customer

You will defend, indemnify and hold harmless Sendonis, its affiliates, officers, employees and subprocessors from and against any claims, demands, fines, penalties, regulatory proceedings, carrier or provider charges, losses, damages, costs and expenses (including reasonable legal fees) arising out of or relating to: (a) your Messages, Recipient lists or Customer Data; (b) any unlawful sending, including sending without valid consent or lawful basis, or in breach of İYS, GDPR/ePrivacy, PECR, CAN-SPAM, CASL, TCPA, 10DLC or other carrier rules; (c) your breach of these Terms, the AUP or the DPA; (d) infringement of third-party rights by Customer Data; or (e) use of your Account or API keys by any person. Sendonis will give you prompt notice of the claim, reasonable cooperation at your cost, and allow you to control the defence, provided you may not settle any claim imposing an obligation on Sendonis without its prior written consent.

Drafting note: Decide whether Sendonis gives a reciprocal IP-infringement indemnity for the Service (common for enterprise customers).

15. Term and termination

15.1 Term. These Terms apply from your acceptance until your Account is closed. Paid Plans renew automatically for successive billing periods unless cancelled before the renewal date.

15.2 Termination by you. You may cancel at any time in your Account settings or by contacting [CONTACT EMAIL]. Cancellation takes effect at the end of the current billing period unless stated otherwise.

15.3 Termination by us. We may terminate these Terms (a) for convenience with at least [NOTICE PERIOD DAYS] days' notice; (b) immediately on notice if you materially breach these Terms or the AUP (including any sending without consent) and, where the breach is capable of remedy, fail to remedy it promptly; (c) if required by a Third-Party Delivery Provider, regulator or law; or (d) if you become insolvent.

15.4 Effect. On termination, your right to use the Service ends, all outstanding fees become due, and sending stops. You may export Customer Data for [DATA EXPORT PERIOD DAYS] days after termination (unless termination was for abuse or legal reasons that prevent it), after which we will delete Customer Data in accordance with the DPA, except where retention is required by law. We may retain suppression records (e.g. hashed addresses/numbers of Recipients who unsubscribed or complained) to the extent necessary to prevent future unlawful sending and to protect the Service, as described in the DPA.

15.5 Survival. Sections 5, 7.5, 8 (accrued fees), 10, 11, 12, 13, 14, 15.4, 16 and 17 survive termination.

16. Changes to these Terms

We may update these Terms. For material changes we will give at least [NOTICE PERIOD DAYS] days' notice by email or in the Web App. Continued use after the effective date constitutes acceptance; if you do not agree, you may terminate before the change takes effect. Changes required by law or by Third-Party Delivery Providers may take effect sooner.

17. Governing law and disputes

17.1 These Terms and any non-contractual obligations arising from them are governed by [GOVERNING LAW / VENUE].

17.2 The courts and enforcement offices of [GOVERNING LAW / VENUE] have exclusive jurisdiction, unless mandatory law gives you the right to bring proceedings elsewhere.

Drafting note (lawyer): Options include Turkish law with Istanbul (Central) courts, Istanbul Arbitration Centre (ISTAC) arbitration, or a neutral law/arbitration for international customers. Confirm validity of jurisdiction clauses between merchants under Art. 17 of the Turkish Code of Civil Procedure (HMK) and the effect on non-merchant/consumer users.

18. General

19. Contact

Sinapp Sağlık Eğitim Yazılım Danışmanlık Ltd. Şti. · Nurol Plaza, Maslak/İstanbul · [CONTACT EMAIL] · Abuse reports: [ABUSE EMAIL] · Privacy: [PRIVACY EMAIL]

Terms of Service | Sendonis