Distance Sales Agreement

DISTANCE SALES AGREEMENT

ARTICLE 1 - PARTIES

1.1. SELLER

Brand Name: Orclever Science & Research Group
Business Name: Zeki Oralhan
Website: www.orclever.com
E-mail: sales@orclever.com
Tax Office / Turkish ID No.: Erciyes / 22586263914
Tax Number: 6450165623
Address: Harman Mah. 6224. Sokak No:3, Talas / Kayseri / Türkiye

1.2. BUYER

The Buyer is any natural or legal person who creates a membership account, registers, submits an application, purchases a service, registers for an event or conference, initiates an article processing procedure, purchases a sponsorship service, or approves this Agreement electronically through the Platform. The identity, contact, invoicing, and payment information declared by the Buyer in the system shall be taken as the basis. The Buyer shall be solely responsible for ensuring that such information is accurate, up to date, complete, and lawful.

ARTICLE 2 - DEFINITIONS

For the purposes of this Agreement:

Platform means the website located at www.orclever.com, together with its related subdomains, panels, user interfaces, databases, software, modules, mobile-compatible displays, management systems, and all related digital structures.

Service means membership plans, digital access rights, conference and event registrations, in-person, online, or hybrid training programs, consultancy processes, article processing procedures, editorial and operational support, APC procedures, sponsorship packages, visibility services, reporting, academic content presentation, and any other paid or unpaid services currently offered or to be offered through the Platform.

Digital Content means access rights, panel definitions, licenses, software outputs, reports, datasets, images, abstracts, suggestions, artificial intelligence outputs, academic metadata, and similar intangible elements provided electronically.

Event means conferences, symposiums, congresses, online sessions, webinars, workshops, training programs, promotional events, launches, panels, and similar organizations.

Article Processing Procedure means article submission, preliminary review, similarity checks, editorial workflow, peer review coordination, typesetting, metadata preparation, DOI and integration procedures, publication preparation, and related technical and operational processes.

Third-Party Service Provider means payment institutions, cloud infrastructure providers, e-mail service providers, domain name and hosting companies, artificial intelligence / LLM services (including but not limited to Grok, Gemini, ChatGPT, and other similar services), ORCID, Crossref, DOI services, OpenAlex, OpenCitations, Google Scholar, Semantic Scholar, Scopus, WoS, indexing services, and similar external systems.

KVKK Documents means the Information Notice, Privacy and Cookie Policy, Explicit Consent Text, and other policy and information documents relating to the processing of personal data.

ARTICLE 3 - SUBJECT MATTER AND SCOPE OF THE AGREEMENT

The subject matter of this Agreement is to determine the rights and obligations of the parties concerning the provision and use of the services and digital content offered by the Seller through the Platform, the management of event and application processes, the definition of membership and access rights, the operation of article and editorial procedures, and the provision of sponsorship and visibility services.

This Agreement applies to all membership, purchasing, application, registration, payment, upload, data entry, and service use activities carried out by the Buyer on the Platform.

ARTICLE 4 - NATURE, DELIVERY METHOD, AND MODIFIABILITY OF THE SERVICES

4.1. The services offered by the Seller may consist of digital, physical, online, hybrid, editorial, operational, organizational, or mixed services combining any of the foregoing. The nature and delivery method of the relevant service shall be as stated on the relevant service page, application screen, membership plan, event announcement, or pre-payment information.

4.2. Electronically provided access authorization, membership activation, license assignment, content access, panel access, registration creation, process activation, and similar actions shall be deemed digital performance.

4.3. Conferences, training, consultancy, sponsorship, and similar services may be delivered online, physically, in hybrid form, or through an organizational model, depending on the nature of the service.

4.4. The Seller may, due to technical requirements, academic and operational needs, security measures, infrastructure works, third-party service changes, organizational necessities, legal obligations, force majeure events, or commercial needs, modify the scope, duration, content, format, method, module structure, level of access, quotas and limits, date, venue, speakers, presentation model, AI-supported features, and integrations of the services by providing prior notice where possible or subsequent notice where immediate action is required.

4.5. The Buyer acknowledges and agrees that the services offered on the Platform do not constitute a work commitment guaranteeing a specific outcome, but rather a service and/or access right provided within the defined scope, process, and technical capabilities.

ARTICLE 5 - MEMBERSHIP, APPLICATION, AND ORDER CREATION

5.1. The Buyer is obliged to provide accurate, current, and complete information when creating an account and purchasing services on the Platform.

5.2. The Seller may, where deemed necessary, request verification of identity, institution, contact details, billing information, authorship, authority of representation, payment details, or academic eligibility.

5.3. Orders, applications, or registration requests submitted through the Platform shall be processed upon payment approval, technical verification, and their entry into the Seller’s records.

5.4. The Seller reserves the right to reject, suspend, or review any order or application in cases of obvious error, technical malfunction, security suspicion, fraud risk, ethical risk, unlawfulness, or inability to verify payment.

ARTICLE 6 - FEES, PRICING, PAYMENT, AND RENEWAL

6.1. Service fees are the amounts announced on the Platform. Unless otherwise expressly stated, VAT is included in the announced prices.

6.2. The Seller may update prices, subscription plans, campaigns, discounts, package contents, and commercial terms without prior notice, provided that active and already paid service periods remain unaffected.

6.3. Payments are collected through authorized payment institutions or other Third-Party Service Providers. The Seller shall not be liable for interruptions, errors, delays, blocking, failed transactions, chargebacks, or similar issues arising from card systems, banks, virtual POS systems, payment institutions, authorizations, security authentication, banking infrastructure, or third-party payment systems.

6.4. Automatic renewal may apply to services of a subscription or recurring membership nature. If the Buyer does not wish the subscription to renew, the Buyer must personally complete the cancellation process before the relevant period expires.

6.5. In the event of bad-faith payment objections, chargebacks, fraud, false claims of unauthorized use, or abuse of the payment system by the Buyer, the Seller may immediately suspend the service, suspend the account, and claim all damages and collection costs incurred.

ARTICLE 7 - DELIVERY, ACTIVATION, AND PERFORMANCE

7.1. Depending on the nature of the service, performance shall be deemed to have commenced when the membership account is created, access is defined, event registration is created, the article processing procedure is initiated, sponsorship preparation is activated, digital content becomes viewable, a license or usage right is assigned, or consultancy/training planning is entered into the system.

7.2. The Seller’s obligation shall be deemed fulfilled not when the service is actually used by the Buyer, but when it is made accessible or applicable to the Buyer.

7.3. Access problems arising from the Buyer’s own device, internet connection, institutional network, e-mail filters, browser, security software, local technical issues, or third-party account problems shall not mean that the Seller has failed to perform its obligations.

ARTICLE 8 - EXCEPTION TO THE RIGHT OF WITHDRAWAL, REFUND, AND CANCELLATION TERMS

8.1. Certain services offered through the Platform may qualify as services performed instantly in electronic form and/or intangible goods or digital content delivered instantly to the consumer. For such services, the exceptions to the right of withdrawal under the applicable legislation shall apply.

8.2. The Buyer acknowledges and agrees that where performance has commenced by means such as opening digital access, activating membership, assigning panel authorization, initiating the article processing procedure, creating registration, granting access to digital content, assigning a license, or similar forms of performance, refund requests in relation to the relevant service may be rejected.

8.3. Payment of APC fees, article processing fees, editorial operation fees, assessment preparation fees, or similar fees shall not mean that the article will be accepted, published, indexed, assigned a DOI, or produce any specific academic outcome. Negative peer-review or editorial decisions shall not constitute grounds for a refund.

8.4. In relation to conferences, training, events, and sponsorship services, the Buyer’s inability to attend for personal reasons, change of mind, claim of insufficient benefit, scheduling incompatibility, or failure to obtain the expected commercial or academic result shall not, in themselves, constitute grounds for a refund.

8.5. The Seller reserves the right to evaluate refund and cancellation requests according to the nature of the relevant service, without prejudice to refund obligations arising from mandatory provisions of law.

ARTICLE 9 - BUYER’S REPRESENTATIONS, ACCEPTANCES, AND OBLIGATIONS

9.1. The Buyer represents and warrants that all information, documents, data, articles, abstracts, tables, images, files, institutional information, author information, and other content uploaded to or provided through the Platform are accurate, current, lawful, and based on the necessary rights and permissions.

9.2. The Buyer undertakes to use the Platform in compliance with the law, academic ethical rules, principles of good faith, and this Agreement.

9.3. The Buyer agrees not to engage in spam, scraping, bot usage, reverse engineering, unauthorized security testing, unauthorized access, data extraction, system manipulation, misleading applications, false identities, false data, misleading representation, bad-faith chargebacks, or similar conduct.

9.4. The Buyer shall be responsible for all administrative, legal, criminal, technical, and financial consequences arising from the Buyer’s own acts, omissions, uploads, declarations, and content.

9.5. The Buyer agrees to hold the Seller harmless from, and indemnify the Seller against, any third-party claims, institutional applications, administrative reviews, litigation costs, attorneys’ fees, compensation claims, and other damages arising from the Buyer’s conduct or uploaded content.

ARTICLE 10 - ARTIFICIAL INTELLIGENCE, LLM SYSTEMS, AND DATA PROCESSING

10.1. The Buyer acknowledges that artificial intelligence, generative artificial intelligence, large language models, automatic classification, recommendation, summarization, content association, search, quality control, text processing, visibility optimization, editorial support, and similar technologies may be used on the Platform.

10.2. The Buyer agrees that identity data, contact data, user account data, transaction data, academic content, application files, article metadata, abstracts, keywords, institutional information, author information, and similar data provided to the Platform or generated during Platform use may be processed for the purposes of service provision, improvement, security, ethical risk analysis, plagiarism and compliance review, recommendation systems, reporting, content association, and presentation within the Orclever ecosystem.

10.3. The Buyer agrees that academic works, abstracts, titles, author and institutional details, publication metadata, and derived structured data uploaded to or generated within the Platform may be displayed, classified, associated, and presented on Orclever platforms and AI-supported modules.

10.4. The Buyer acknowledges that AI-supported outputs are not guaranteed to be error-free, complete, impartial, or suitable for any specific academic result, and are merely supportive in nature.

10.5. The obligation to provide information regarding the processing of personal data shall be fulfilled separately and independently from explicit consent. The Buyer acknowledges that the KVKK Documents may be presented separately from this Agreement and may be subject to separate approval or information processes where necessary.

ARTICLE 11 - ACADEMIC ETHICS, CONTENT COMPLIANCE, AND SANCTIONS

11.1. Plagiarism, fabrication, falsification, false data, duplicate publication, unauthorized use, ethical committee or process violations, manipulation, misleading authorship information, concealment of conflicts of interest, attempts to influence evaluation processes, and similar academic ethics violations shall constitute material breach of contract.

11.2. In the event of the existence or strong suspicion of such a violation, or upon third-party notification, the Seller may, without prior notice, suspend, stop, reject, remove, or permanently terminate the application, account, service, publication, visibility, event participation, or sponsorship process.

11.3. In such cases, the Seller reserves the right not to issue a refund, to notify the relevant institution or editorial body, to retract published content, to close the user account, and to claim damages incurred.

11.4. The Buyer acknowledges that similarity reports, system logs, e-mail records, application records, technical findings, and third-party confirmations may be relied upon in making such determinations.

ARTICLE 12 - THIRD-PARTY SERVICE PROVIDERS AND INTEGRATIONS

12.1. The Platform services may operate fully or partially through Third-Party Service Providers or be integrated with such systems.

12.2. The Seller shall not be held liable for errors, delays, data inconsistencies, verification issues, lack of visibility, interruptions, API changes, quota overruns, policy changes, technical obstacles, or service outages arising within ORCID, Crossref, DOI systems, OpenAlex, OpenCitations, Google Scholar, Semantic Scholar, Scopus, WoS, e-mail services, cloud infrastructures, payment institutions, artificial intelligence and LLM services, or similar third-party systems.

12.3. The Seller reserves the right to replace, remove, suspend, or terminate third-party services and integrations.

12.4. Any result, visibility, indexing, data reflection, synchronization, or performance issue arising from third-party systems shall not be deemed a breach of commitment by the Seller.

ARTICLE 13 - INTELLECTUAL PROPERTY AND LIMITATIONS OF USE

13.1. All rights related to the software, design, database structure, page layout, brand elements, original content, documentation, visuals, and system architecture of the Platform belong to the Seller or its licensors.

13.2. The Buyer may use the content and tools made available on the Platform only for legitimate purposes and in a manner appropriate to the nature of the service.

13.3. Without the Seller’s prior written permission, the Platform, in whole or in part, may not be copied, reproduced, distributed, commercially used, resold, scraped, or used to create derivative works.

ARTICLE 14 - LIMITATION OF THE SELLER’S LIABILITY

14.1. The Platform and services are provided on an “as is” and “as available” basis. The Seller does not guarantee that the services will be uninterrupted, continuously accessible, error-free, fully compatible with all devices, fit for a specific purpose, or capable of meeting all expectations of the Buyer.

14.2. The Seller shall not be liable for software errors, maintenance works, version transitions, server problems, risks of data loss, cyberattacks, internet or electricity outages, e-mail delivery failures, DNS and hosting disruptions, cloud infrastructure failures, security updates, AI service outages, or third-party system problems.

14.3. The Seller shall not be liable for indirect outcomes such as an article not being accepted, published, rejected, indexed, cited, or made visible; an event or conference not producing the result expected by the Buyer; a sponsorship service not yielding the expected commercial or institutional effect; or training or consultancy not producing the expected result.

14.4. The Seller shall not be liable for loss of profit, loss of opportunity, loss of data, loss of reputation, loss of expected benefit, indirect damages, consequential damages, or special damages.

14.5. Without prejudice to liabilities arising from mandatory provisions of law, the Seller’s total liability under this Agreement shall be limited to the amount actually paid by the Buyer for the specific service giving rise to the dispute.

14.6. The Buyer is responsible for maintaining independent backups of the Buyer’s own data and content.

ARTICLE 15 - FORCE MAJEURE

15.1. Earthquakes, fires, floods, epidemics, pandemics, war, terrorism, civil unrest, strikes, lockouts, decisions of public authorities, administrative restrictions, court orders, telecommunication failures, internet infrastructure collapse, power outages, data center problems, cyberattacks, supply chain disruptions, and similar extraordinary circumstances beyond the reasonable control of the parties shall be deemed force majeure events.

15.2. During the continuation of a force majeure event, the Seller shall not be held liable for delays, incomplete performance, postponement of services, changes in online, physical, or hybrid format, or temporary suspension of services.

15.3. In the event of force majeure, the Seller shall have the right to postpone the service, convert it into an online, hybrid, or physical model, narrow its scope, apply an alternative method of performance, or terminate the service.

ARTICLE 16 - SUSPENSION, DISCONTINUATION, AND TERMINATION OF SERVICES

16.1. The Seller may temporarily or permanently suspend or discontinue any service for legitimate reasons such as security, ethical compliance, technical maintenance, legal risk, commercial restructuring, infrastructure changes, or third-party service outages.

16.2. If the Buyer breaches this Agreement, violates payment obligations, commits ethical violations, acts in bad faith, engages in fraud, jeopardizes system security, or acts unlawfully, the Seller may terminate the Agreement unilaterally without prior notice.

16.3. In such case, the Buyer shall have no right to claim refunds, compensation, loss of profit, loss of benefit, or similar remedies, without prejudice to mandatory rules of law.

ARTICLE 17 - ELECTRONIC RECORDS, EVIDENTIARY AGREEMENT, AND NOTIFICATIONS

17.1. The parties agree that the Seller’s system records, log records, database records, e-mail records, audit records, IP records, timestamps, payment records, user transaction history, and electronic approval records may be used as evidence in disputes.

17.2. The Buyer acknowledges that electronic approvals, checkboxes selected, and digital steps completed on the Platform shall be binding.

17.3. The e-mail address and contact details registered by the Buyer in the system shall be deemed the valid notification address.

ARTICLE 18 - APPLICABLE LAW, DISPUTE RESOLUTION, AND JURISDICTION

18.1. This Agreement shall be governed by the laws of the Republic of Türkiye.

18.2. In transactions qualifying as consumer transactions, the mandatory provisions of Law No. 6502 and related legislation concerning jurisdiction, authority, consumer arbitration committees, mandatory mediation, and consumer courts shall apply.

18.3. For users who are not consumers, those acting for commercial or professional purposes, corporate users, sponsorship relationships, transactions of a commercial nature, and disputes falling outside the scope of Law No. 6502, the Courts and Enforcement Offices of Kayseri shall have exclusive jurisdiction.

18.4. Even where mandatory consumer law provisions apply, Kayseri, being the Seller’s place of residence and place of performance, shall be taken as the basis to the extent legally permissible.

ARTICLE 19 - INTEGRAL ANNEXES TO THE AGREEMENT

The following texts shall, to the extent relevant, be deemed integral and complementary parts of this Agreement:

1. Preliminary Information Form

2. KVKK Information Notice

3. Explicit Consent Text

4. Privacy and Cookie Policy

5. Consolidated Service and Use Policies

ARTICLE 20 - EFFECTIVENESS AND ACCEPTANCE

20.1. By approving this Agreement electronically, the Buyer declares that the Buyer has read, understood, and freely accepted all of its provisions.

20.2. This Agreement shall enter into force upon the Buyer’s electronic approval.

20.3. The Seller may update the text of this Agreement in accordance with changes in legislation, technical requirements, commercial structure, or service changes. The updated text shall apply to new transactions as of the date it is published on the Platform.