SODOO SOFTWARE LICENCE, INSTALLATION AND SERVICES AGREEMENT

Agreement No	[contract number]	Date of Issue	[date]
Agreement Text	SODOO-SZL-EN v2.2 (12.10.2026)	Quotation / Order	[quotation number]

1. PARTIES

1.1 Licensor and Service Provider: [PORTWARE], address: [address], [tax office and number], e-mail: info@portware.io (hereinafter "PORTWARE").

1.2 Licensee and Customer: [customer trade name], address: [address], [tax office and number], e-mail: [e-mail], authorised representative: [authorised representative] (hereinafter the "Customer").

1.3 PORTWARE and the Customer are each a "Party" and together the "Parties". The Parties declare that they act as merchants in connection with their commercial enterprises. This Agreement governs business-to-business (B2B) relationships only and does not apply to consumer transactions within the meaning of Turkish Consumer Protection Law No. 6502 or any equivalent law.

2. DEFINITIONS

Capitalised terms in this Agreement have the following meanings:

• Software / SODOO: the software distribution offered by PORTWARE under the name "SODOO Business Management System" (Business Resource Planning, BRP), built on the Odoo 19 Community core and compiled, configured and tested by PORTWARE, including the PORTWARE Components, the Open-Source Components, SODOO Office, the Cowork AI assistant and the related Documentation.
• PORTWARE Components: the modules, designs, templates, scripts, configurations and Documentation within the Software that belong to PORTWARE or that PORTWARE licenses from their rights holder with the right to sublicense.
• Open-Source Components: the Odoo Community core and the components included in the Software that are distributed under their own open-source licences (LGPL-3, AGPL-3, GPL, MIT, Apache, etc.) (Annex 6).
• Third-Party Products and Services: products and services that do not belong to PORTWARE and are subject to their own contract and price terms, such as server and cloud providers, e-Invoice / e-Archive service integrators, AI providers, SMS, e-mail, payment, banking, shipping and map services, and commercial modules owned by third parties.
• User: a natural person, employed or authorised by the Customer, who accesses the Software under a user name created for that person (named user). Portal users (customer, supplier and dealer accounts) and technical or system accounts not used by a person are not Users.
• Licence Fee: the one-time fee per User paid for the permanent right of use.
• Maintenance and Updates Service: the optional service defined in Clause 8, provided in yearly periods.
• Support Service: the technical support services defined in Clause 9 and Annex 3.
• Server and Hosting Service: the server resource procured by PORTWARE at the Customer's request and the operation of that resource (Clause 6, Annex 2).
• Standard Commissioning: the installation and initial configuration service whose scope is defined in Clause 5.4 and which is included in the Licence Fee.
• Professional Services: installation and commissioning work outside the scope of Standard Commissioning, and data migration, additional training, consultancy, integration and custom development services (Clause 10, Annex 5).
• Installation Environment: the server or computer on which the Software runs: PORTWARE Cloud, the Customer's cloud account, the Customer's on-premise server or the Customer's computer.
• Customer Data: all data, documents and records entered or uploaded into the Software by the Customer and the Users, or generated by the Software on the Customer's behalf.
• Order Form: the document based on PORTWARE's quotation stating the number of Users, the items purchased, the fees, the chosen Installation Environment and the payment plan, which forms an integral part of this Agreement (Annex 1).
• Version / Update: a new major release of the Software published by PORTWARE (Version), or fix, improvement and security packages (Update).
• Error: a reproducible material failure of the Software to perform a function described in the Documentation.
• Documentation: the user guides, application guides and technical descriptions published by PORTWARE.
• Business Day / Business Hours: Monday to Friday excluding public holidays in Türkiye; business hours are 09:00–18:00 (Türkiye time).
• In Writing: a document bearing a wet signature, a document bearing a qualified electronic signature, registered electronic mail (KEP) and the online signature governed by Clause 26; for operational matters also e-mail sent from the addresses notified by the Parties.

3. SUBJECT MATTER, DOCUMENTS AND ORDER OF PRECEDENCE

3.1 This Agreement sets out the terms on which the Software is licensed to the Customer with a permanent right of use, and on which the optional Maintenance and Updates Service, the Support Service, the Server and Hosting Service (if chosen by the Customer) and the Professional Services are provided.

3.2 The following annexes form an integral part of the Agreement:

• Annex 1 Order Form and Price Annex
• Annex 2 Server, Hosting and Installation Environment Annex
• Annex 3 Support and Service Level Annex (SLA)
• Annex 4 Personal Data Processing Annex (KVKK / GDPR)
• Annex 5 Professional Services and Custom Development Annex
• Annex 6 Open-Source and Third-Party Components Annex
• Annex 7 Special Terms

3.3 In the event of conflict the order of precedence is: Annex 7 Special Terms, Annex 1 Order Form, Annex 4 on matters of personal data, this Master Agreement, the other Annexes. Terms contained in the Customer's purchase orders, supplier portals or general terms that conflict with or add obligations to this Agreement do not apply unless separately accepted by PORTWARE In Writing.

3.4 Information and acceptance. The Customer declares that it reviewed the text of this Agreement before signing, that PORTWARE expressly informed it of the terms, that it was given the opportunity to negotiate and propose changes, and that it has read, understood and accepted in particular Clauses 4.6 (open source), 5.4 (scope of Standard Commissioning), 6 (server not included), 7 (fees and currency), 13 (warranty), 18 (limitation of liability), 21 (termination) and 27 (jurisdiction) (Turkish Code of Obligations No. 6098, Articles 20–25).

4. LICENCE

4.1 Permanent right of use. Upon full payment of the Licence Fee, PORTWARE grants the Customer a perpetual, non-exclusive, non-transferable and non-sublicensable right to use the delivered Version of the Software, and the Updates and Versions delivered during the Maintenance and Updates Service, for the number of Users stated in the Order Form. There is no annual licence renewal, no per-module fee and no time limit on use. The end of the Maintenance and Updates Service does not end the right of use.

4.2 Rights granted. In accordance with Articles 48 and 52 of Turkish Law No. 5846 on Intellectual and Artistic Works (FSEK), the rights granted to the Customer are, separately: (a) the right to install, run and use the Software for its internal business in the Installation Environment; (b) the right to reproduce the Software only to the extent necessary for installation, backup, disaster recovery and testing; (c) the right to adapt the Software to its processes using the settings, configuration, reporting and workflow tools provided by the Software. These rights are worldwide. All rights not expressly granted (in particular the rights of distribution, rental, communication to the public and adaptation of the PORTWARE Components) are reserved to PORTWARE.

4.3 Scope. The licence covers all applications and SODOO modules of the Software published at the date of the Order Form. An unlimited number of companies and records may be created within the Customer's organisation. The licence is valid for one live (production) environment and one test environment and their backups; additional live environments require PORTWARE's consent In Writing.

4.4 Named users. Each User account belongs to a single natural person; sharing an account among several people is prohibited. The account of a departing employee may be archived and replaced by a new User.

4.5 Increasing the number of Users and verification. For additional Users the Customer pays an additional Licence Fee at the then-current list price (up to 50 Users) or at the quoted volume price (51 and above); if the Maintenance and Updates Service is active, the resulting difference in the yearly maintenance fee, within the minimum and maximum in Clause 7.1, is charged pro rata until the end of the period. The number of active Users is shown on the settings screen of the Software. At PORTWARE's request In Writing, no more than once a year, the Customer declares the number of active Users In Writing within 15 days; on PORTWARE Cloud PORTWARE may technically verify the number of Users only. If more Users are found than licensed, the difference is invoiced at the list price applicable at the date of detection, as Licence Fee together with the maintenance fee from the date the excess began. If the excess was used without being notified to PORTWARE, or the declaration was untrue, the Customer also pays a contractual penalty equal to 100% of the additional Licence Fee; as both Parties are merchants, this penalty cannot be challenged as excessive (Turkish Commercial Code No. 6102, Article 22).

4.6 Open-Source Components. The Open-Source Components are governed by their own licences; no provision of this Agreement restricts, or shall be construed as restricting, the rights those licences grant to the Customer. The Licence Fee is consideration for the delivery of the distribution of the Software compiled, configured, tested and ready for installation by PORTWARE, the right to use the PORTWARE Components, the permission to use the SODOO brand together with the Software, the warranty in Clause 13 and the other undertakings in this Agreement. The source code of components licensed under AGPL-3 is provided to the Customer upon written request, to the extent required by that licence (Annex 6).

4.7 Third-Party Products and Services. Third-Party Products and Services are not included in the Licence Fee and are governed by their own contract, use and price terms. In particular, for e-Invoice / e-Archive / e-Waybill services the Customer contracts separately with a service integrator authorised by the Turkish Revenue Administration; the integration offered by the Software does not replace the integrator's service. PORTWARE may procure such products and services on the Customer's behalf and price them separately in the Order Form; even then the continuity, content and regulatory compliance of the service remain the responsibility of the third party providing it.

4.8 Restrictions. The Customer shall not: (a) sell, rent, lend or sublicense the Software or the PORTWARE Components to third parties, or offer them to third parties as a service (SaaS, hosting, service bureau); (b) make changes aimed at circumventing the licence and user-count controls; (c) remove or alter PORTWARE's copyright, trademark and licence notices; (d) copy, decompile or reverse engineer the PORTWARE Components in order to develop a competing product; (e) use the Software for unlawful purposes, to distribute malicious software or to infringe the rights of third parties. The rights under Clause 4.6 and the rights mandatorily granted by Article 38 FSEK are reserved.

4.9 Trademarks. The names, logos and related marks SODOO and PORTWARE belong to PORTWARE or to their rights holder. This Agreement grants the Customer no trademark rights other than using the Software with these marks in its internal use; renaming the Software under another name or brand (white-label) requires PORTWARE's consent In Writing.

4.10 When the licence arises. The permanent right of use arises upon collection of the full Licence Fee. Until payment is complete, the Customer's use is a temporary, revocable permission valid during the term of the Agreement.

5. DELIVERY AND ACCEPTANCE

5.1 On PORTWARE Cloud the Software is made available within 5 Business Days at the latest after approval of the Order Form and payment of the first invoice. Installation in the Customer's own Installation Environment takes place on a schedule agreed by the Parties once the Customer provides the minimum requirements in Annex 2 and remote access.

5.2 PORTWARE notifies completion of the installation In Writing. If within 5 Business Days of that notice the Customer does not report a material Error In Writing, or if it puts the Software into live use, the installation is deemed accepted.

5.3 The data in the free 30-day demo environment may be moved to the Customer's permanent Installation Environment at the Customer's request made during the demo period; the demo environment is governed by the Demo Terms of Use.

5.4 Standard Commissioning is included in the licence. The Licence Fee covers, at no additional charge, the following Standard Commissioning service: (a) remote installation of the Software in the Installation Environment chosen by the Customer; (b) set-up of the company information, the Turkish localisation (chart of accounts, taxes, currencies), the Users and their access groups; (c) activation of the standard applications the Customer will use and configuration of standard processes such as sales, purchasing, inventory, manufacturing, projects and accounting with the standard settings of the Software; (d) a one-time import of the product, customer and supplier lists provided by the Customer in the standard template; (e) up to 4 hours in total of remote online introduction and user training; (f) e-mail support for usage questions during the first 30 days after go-live. Work outside the scope of Standard Commissioning, in particular on-site work at the Customer's premises and travel and accommodation costs, non-standard or complex server and network environments, migration of prior-year records and open balances from other systems, integrations, custom reports, screens, print templates and workflows, customisations that cannot be met with the standard settings of the Software, and additional training, are priced separately as Professional Services in the Order Form or under Annex 5. Standard Commissioning depends on the Customer fulfilling its cooperation obligations under Clause 10.2 and, unless delayed by PORTWARE, is deemed performed if not used within 90 days of approval of the Order Form.

6. SERVER AND INSTALLATION ENVIRONMENT — THE SERVER IS NOT INCLUDED IN THE LICENCE FEE

6.1 Server not included. The Licence Fee and the Maintenance and Updates Fee cover only the software right of use and the software services; servers, cloud resources, hardware, operating systems, database servers, network connectivity, domain names and SSL certificates are not included in these fees.

6.2 Installation Environment options. The Customer freely chooses the Installation Environment and states its choice in the Order Form:

• (a) PORTWARE Cloud: PORTWARE procures and operates the server on the Customer's behalf. PORTWARE sources this resource from well-known providers (e.g. Hetzner, Amazon Web Services, Microsoft Azure, Google Cloud, DigitalOcean) or from its own resources. This service is priced separately and is governed by Annex 2 and Annex 3.
• (b) The Customer's cloud account: the Software is installed on a cloud server rented by the Customer in its own name. The contract with the provider and its fees belong to the Customer.
• (c) On-premise server: the Software is installed on a server in the Customer's company network.
• (d) The Customer's computer: the Software is installed locally on a single computer of the Customer. This option suits a small number of Users and trial use; its availability, backup and security limits are explained in Annex 2.

6.3 Responsibility in the Customer's environment. Under options (b), (c) and (d), hardware, operating system and software licences, network, firewall, power, physical security, monitoring, backup and disaster recovery are the Customer's responsibility. The Customer provides PORTWARE with secure remote access (SSH, VPN or equivalent) for installation and support. PORTWARE is not liable for failures, outages, performance problems, data loss or security incidents originating in the Customer's environment. PORTWARE may take over backup and monitoring in the Customer's environment under a separately purchased "Server Management" service.

6.4 Provisions specific to PORTWARE Cloud. (a) Server resources are rented in PORTWARE's name; neither ownership nor the contract with the provider passes to the Customer. (b) PORTWARE may change the provider or data centre provided that the service quality is not reduced and, if the country where the data is located changes, the Customer is notified at least 30 days in advance. (c) If the provider's prices or tax- or exchange-rate-driven costs increase, PORTWARE may pass the increase on to the next period by notice In Writing at least 30 days in advance; the Customer may then terminate the service without penalty by notice In Writing before the effective date. (d) For outages caused by the provider, PORTWARE's obligation is limited to the service credits in Annex 3 and the effort required to restore the service within a reasonable time. (e) Unless otherwise agreed in the Order Form, data is located in the European Union; hosting data in Türkiye is priced separately.

6.5 Change of environment. The Customer may later change the Installation Environment; the migration work is priced as a Professional Service.

7. FEES, CURRENCY, INVOICING AND PAYMENT

7.1 List prices. The list prices published by PORTWARE are for reference: up to 50 Users, a one-time Licence Fee equivalent to USD 120 per User. The yearly Maintenance and Updates Fee is equivalent to USD 500 for every block of 10 Users, the number of Users being rounded up to the next multiple of 10 (1–10 Users USD 500, 11–20 Users USD 1,000, 21–30 Users USD 1,500 and so on, up to 91–100 Users USD 5,000). The yearly Maintenance and Updates Fee is at most the equivalent of USD 5,000; companies with more than 100 Users also pay this amount. For more than 50 Users the Licence Fee is set by quotation. Standard Commissioning is included in the Licence Fee (Clause 5.4). The binding fees are those written in the Order Form.

7.2 Currency. (a) For Customers resident in Türkiye, all fees are set in Turkish lira in accordance with Decree No. 32 on the Protection of the Value of the Turkish Currency and the related Communiqué. List prices in US dollars are converted into Turkish lira at the foreign-exchange selling rate of the Central Bank of the Republic of Türkiye on the date of the quotation; the Turkish lira amount in an Order Form approved within the validity period of the quotation is fixed, is not indexed to any foreign currency, and no exchange-rate difference is claimed afterwards. (b) For Customers resident outside Türkiye, the fees are in the foreign currency stated in the Order Form (US dollars or euros); bank and transfer charges are borne by the Customer.

7.3 Renewal fees. The fee for the renewal period of periodic services such as Maintenance and Updates, Support packages and the Server and Hosting Service is the price notified to the Customer In Writing at least 60 days before the end of the current period. A Customer that does not accept the new fee may decline to renew the service by notice In Writing at least 30 days before the end of the period; Clause 8.4 then applies.

7.4 Invoicing. Unless otherwise agreed in the Order Form: the Licence Fee is invoiced in full on approval of the Order Form; the Maintenance and Updates Fee and yearly Support packages yearly in advance at the start of each period; the Server and Hosting Service in advance at the start of the period; Professional Services according to the payment plan in Annex 5 or monthly in arrears for the time spent. Invoices are issued as e-Invoices or e-Archive invoices.

7.5 Payment. Invoices are payable within 15 days of the invoice date by bank transfer to the account notified by PORTWARE, by credit card or by other methods accepted by PORTWARE.

7.6 Late payment. Amounts not paid when due bear default interest, without further notice, at the rate applied by the Central Bank of the Republic of Türkiye to short-term advances, in accordance with Article 2/2 of Law No. 3095 on Statutory and Default Interest. If payment is not made within 15 days of notice In Writing, PORTWARE may suspend the Maintenance and Updates, Support and Professional Services, restrict access on PORTWARE Cloud to read-only use and, for a delay exceeding 30 days from the notice, terminate the service concerned under Clause 21.3. Suspension does not result in the deletion of Customer Data. Reasonable collection costs are borne by the Customer.

7.7 Taxes. Fees exclude VAT and other statutory taxes, which are invoiced separately at the applicable rates. If the Customer is required by law to withhold any tax, the amount payable is increased so that the net amount received by PORTWARE equals the amount stated in the Order Form as if no withholding had been made. For Customers abroad, the VAT exemption for the export of services applies when the statutory conditions are met.

7.8 Stamp duty. Any stamp duty arising from this Agreement and its Annexes is paid by the Customer. The Agreement is signed in a single original; other copies are unsigned copies.

7.9 Refunds and set-off. The Licence Fee and periodic fees paid in advance are not refunded, except in the cases in Clauses 13.3 and 14.3 and in a termination caused by PORTWARE's fault. The Customer may not set off its debts to PORTWARE against its claims on PORTWARE (Turkish Code of Obligations, Article 145).

8. MAINTENANCE AND UPDATES SERVICE

8.1 Scope. During the service PORTWARE provides: (a) new SODOO Versions and new modules; (b) security and compatibility fixes; (c) Error fixes and technical maintenance; (d) migration of the Customer Data to each new Version; (e) access to the basic support channels in Clause 9.2.

8.2 Application. On PORTWARE Cloud, Updates are applied by PORTWARE in scheduled maintenance windows. In the Customer's own environment, Updates are applied by PORTWARE through the remote access provided by the Customer, or by the Customer following PORTWARE's instructions. The Customer shall apply critical security Updates within a reasonable time; PORTWARE is not liable for consequences arising from Updates not applied.

8.3 Term and renewal. The service lasts one year from the start date stated in the Order Form and renews for further one-year periods under Clause 7.3 unless either Party gives notice of non-renewal In Writing at least 30 days before the end of the period.

8.4 End and restart of the service. If the service is not renewed, the Customer continues to use the latest Version licensed to it but no longer receives new Versions, security fixes or Error fixes. If the service is later restarted, the maintenance fees for the periods during which the service was interrupted and the necessary Version migration work are payable.

8.5 Version support. PORTWARE supports the current major Version and the previous major Version. Services for a Customer choosing to remain on an unsupported Version may be priced as Professional Services.

8.6 Exclusions. Changes made by the Customer or third parties; custom modules not developed by PORTWARE or whose maintenance is not separately undertaken under Annex 5; Third-Party Products and Services; problems originating in the Customer's infrastructure; training, consultancy and development of new features.

9. SUPPORT SERVICES

9.1 Support requests are submitted by e-mail (support address: info@portware.io), through the support portal provided by PORTWARE and by telephone during business hours. The Customer designates no more than two authorised contacts to submit support requests; further contacts can be added with a Support package.

9.2 Basic support. Under the Maintenance and Updates Service, support is provided for Error reports and security matters. Usage questions, training, configuration, reporting and data-correction requests are not part of basic support.

9.3 Paid Support packages. The Customer may purchase a prepaid block of support hours or a yearly priority support package. Unless otherwise agreed, unused support hours expire at the end of the relevant period.

9.4 Response and resolution targets are set out in Annex 3. The targets depend on the Customer submitting requests with reproducible information and providing the necessary access and cooperation.

10. PROFESSIONAL SERVICES AND CUSTOM DEVELOPMENT

10.1 Standard Commissioning (Clause 5.4) is included in the Licence Fee. Other installation and commissioning work, data migration, additional training, consultancy, integration and custom development are scoped and priced in the Order Form or in a Project Definition prepared under Annex 5.

10.2 Customer cooperation. The Customer appoints a project lead with decision-making authority, provides the necessary information, documents and test data on time and completes test and acceptance steps within the agreed periods. Delays caused by the Customer extend the schedule accordingly; waiting time of the PORTWARE team and repeated work may be charged.

10.3 Data migration. The accuracy, completeness and lawfulness of the source data are the Customer's responsibility. PORTWARE migrates data according to the mapping rules approved by the Customer; the Customer's review and approval of the migration constitutes acceptance.

10.4 Custom developments are delivered as upgradeable modules of the Software; the Odoo core is not modified. Intellectual property, acceptance and warranty are governed by Annex 5.

11. ARTIFICIAL INTELLIGENCE FEATURES (COWORK)

11.1 Cowork works through the AI providers chosen by the Customer in its administrator settings. Unless otherwise agreed in the Order Form, provider accounts and API keys belong to the Customer; usage is invoiced directly by the provider and the Customer sets the spending limits. If PORTWARE procures provider usage on the Customer's behalf, usage is limited to the budget and limits in the Order Form; the service may stop automatically when a limit is reached.

11.2 Cowork asks for the User's confirmation before changing records. AI output may contain incorrect, incomplete or outdated information; the decision to use and apply the output, and responsibility for its consequences, lie with the Customer. AI output is not legal, financial, tax or technical advice.

11.3 The transfer of Customer Data to AI providers is governed by Annex 4. The Customer is responsible for choosing a suitable provider for data containing personal data and trade secrets and for ensuring the necessary legal basis.

12. CUSTOMER OBLIGATIONS

12.1 The Customer shall use the Software in accordance with this Agreement and the law, keep User accounts and passwords confidential, inform PORTWARE without delay on learning of unauthorised access, enter only lawfully obtained data into the Software and ensure that the Users comply with this Agreement.

12.2 Regulatory compliance. The Software is a business management tool. Checking the compliance and accuracy of accounting records, tax returns, e-Ledger, payroll, social-security and similar statutory obligations is the responsibility of the Customer and its certified accountant. Calculations and templates in the Software are adapted to changes in legislation within a reasonable time under the Maintenance and Updates Service; PORTWARE does not guarantee the fulfilment of the Customer's statutory obligations.

12.3 Backups. In the Customer's own Installation Environment, taking regular backups and verifying that they can be restored is the Customer's responsibility. On PORTWARE Cloud, backups are taken by PORTWARE under Annex 2 and Annex 3.

13. WARRANTY

13.1 PORTWARE warrants that it will provide the Software and the services with due care and in line with industry practice, that it is entitled to license the PORTWARE Components under this Agreement, and that for 90 days from delivery the Software will materially perform the main functions described in the Documentation.

13.2 Errors reported In Writing with reproducible information during the warranty period are corrected by PORTWARE within a reasonable time, or a reasonable workaround is provided.

13.3 If PORTWARE cannot correct a material Error within 60 days of notice, the Customer may end the licence against a refund of the related Licence Fee. Clauses 13.2 and 13.3 are the Customer's sole remedies for breach of warranty, without prejudice to the cases in Clause 18.3.

13.4 Disclaimer. Except for the express undertakings above and to the extent permitted by mandatory law, the Software is provided "as is"; PORTWARE does not warrant that the Software will operate without interruption or entirely without errors, that it will meet all of the Customer's requirements or that it is fit for a particular purpose. PORTWARE gives no warranty for the Open-Source Components, Third-Party Products and Services, AI output or the free demo environment.

13.5 The warranty does not cover problems caused by changes made by the Customer or third parties, use contrary to the Documentation, environments that do not meet the requirements in Annex 2, or Third-Party Products and Services.

14. INTELLECTUAL PROPERTY

14.1 All intellectual and industrial property rights in the Software and the PORTWARE Components belong to PORTWARE or its licensors; this Agreement contains no transfer or licence of rights other than those expressly stated in Clause 4. The rights holders and licences of the Open-Source Components are stated in Annex 6.

14.2 Customer Data belongs to the Customer. PORTWARE processes Customer Data only to provide the services and within the framework of Annex 4. Suggestions and feedback of the Customer about the Software may be used by PORTWARE free of charge for product development, provided they contain no trade secrets of the Customer.

14.3 Third-party infringement claims. If a third party claims that the PORTWARE Components infringe its intellectual property rights in Türkiye or in the European Union, PORTWARE shall, provided that the Customer notifies the claim In Writing without delay, leaves the conduct of the defence to PORTWARE and cooperates reasonably, at its option: (a) obtain a licence allowing the Customer to continue using it, (b) modify the component while materially preserving its function, or (c) if neither is reasonably possible, end the licence and refund the related Licence Fee less 20% for each year elapsed since delivery. PORTWARE bears damages finally awarded against the Customer in respect of the claim within the limits of Clause 18. This clause does not cover claims arising from Open-Source Components, changes made by the Customer, combination with products not provided by PORTWARE, or developments made on the Customer's instructions.

14.4 The Customer holds PORTWARE harmless from and indemnifies it against claims arising from Customer Data or the Customer's instructions infringing the rights of third parties, or from a breach of Clause 4.8.

15. CONFIDENTIALITY

15.1 The Parties use the trade secrets, Customer Data, source code, price and quotation information, security information and other information whose disclosure could harm the other Party's legitimate interests ("Confidential Information") learned during their contractual relationship only to perform this Agreement and do not disclose it to third parties. This obligation is imposed on the employees and auxiliary persons with access to the information, including subcontractors and advisers.

15.2 Information that is public, independently developed by the receiving Party, lawfully obtained from a third party, or required to be disclosed by law or by order of a competent authority is excluded; in the case of a legal obligation the other Party is, where possible, informed in advance.

15.3 The confidentiality obligation continues for 5 years after the end of the Agreement, and indefinitely for trade secrets and source code.

16. PERSONAL DATA PROTECTION

The Parties fulfil their obligations under Turkish Personal Data Protection Law No. 6698 (KVKK) and, where applicable, the EU General Data Protection Regulation (GDPR) in accordance with Annex 4. On PORTWARE Cloud and where PORTWARE accesses the Customer's environment for support, the Customer is the data controller and PORTWARE the data processor.

17. INFORMATION SECURITY

PORTWARE provides the Software and PORTWARE Cloud with generally accepted security practices (encrypted transmission, key-based administrator access, least privilege, current security patches, access logs, encrypted and geographically separate backups). The Parties notify each other without delay of any vulnerabilities and breaches they learn of. The Customer obtains PORTWARE's consent In Writing before performing security (penetration) tests on PORTWARE Cloud or the Software.

18. LIMITATION OF LIABILITY

18.1 Neither Party is liable for indirect damages, loss of profit or revenue, business interruption, loss of reputation, loss of contractual opportunity, or indirect damages suffered due to third-party claims.

18.2 PORTWARE's total liability arising out of or in connection with this Agreement, for any reason whatsoever, is limited to the total fees actually paid by the Customer to PORTWARE under this Agreement during the 12 months preceding the event giving rise to liability. In the event of data loss, PORTWARE's obligation is limited, on PORTWARE Cloud, to restoring the latest valid backup and, in the Customer's environment, to assisting in restoring a backup provided by the Customer.

18.3 Intent and gross negligence, other cases that cannot be limited under the mandatory provisions of Article 115 of the Turkish Code of Obligations, the Customer's payment obligations and liability arising from breach of Clauses 4.8, 14.4 and 15 are not subject to the limitations in this clause.

18.4 The Parties acknowledge that the allocation of liability in this clause has been taken into account in setting the fees.

19. FORCE MAJEURE

In the event of circumstances beyond the reasonable control of the Parties, such as natural disasters, earthquakes, fire, flood, epidemics, war, terrorism, civil unrest, strikes and lockouts, general energy and communication infrastructure outages, large-scale cyber-attacks, general outages of hosting providers or the internet backbone, new legislation and decisions of public authorities, the affected Party's obligations are suspended for the duration of the event's effect; the Customer's payment obligations that are due are not affected by this clause. The affected Party notifies the situation without delay and makes reasonable efforts to mitigate its effects. If force majeure lasts more than 60 days, either Party may terminate the affected service by notice In Writing.

20. TERM

The Agreement enters into force on the date of the last signature. The permanent right of use is unlimited in time, subject to Clause 21. Periodic services such as Maintenance and Updates, Support and the Server and Hosting Service continue for the periods stated in the Order Form and renew under Clause 8.3. Professional Services end upon completion of the relevant Project Definition.

21. TERMINATION

21.1 Termination for cause. If a Party breaches a material obligation under this Agreement and does not remedy the breach within 30 days of notice In Writing, the other Party may terminate the service concerned or the Agreement. Bankruptcy, a request for composition with creditors (konkordato) or insolvency of a Party is also just cause.

21.2 Termination of periodic services. The Customer may end periodic services as of the end of a period by notice In Writing at least 30 days in advance; fees paid in advance are not refunded for termination during a period. PORTWARE may end the Server and Hosting Service and the Support package by notice In Writing at least 90 days in advance, providing reasonable assistance during that period in moving the data to the environment chosen by the Customer; in that case the fee for the unused period is refunded.

21.3 Termination of the licence. PORTWARE may end the right of use by notice In Writing at the end of a 30-day cure period if the Licence Fee is not paid within the period in Clause 7.6 or in the event of a material breach of Clause 4.8.

21.4 Suspension. In the event of use that threatens the security of the Software or PORTWARE Cloud or other customers, unlawful use or a request of a competent authority, PORTWARE may suspend the service concerned, notifying the situation immediately and limiting the suspension to the time and extent necessary to eliminate the threat.

22. CONSEQUENCES OF TERMINATION

22.1 The end of periodic services does not affect the permanent right of use; the right of use ends only in the cases of Clauses 21.3 and 13.3. When the right of use ends, the Customer stops using the PORTWARE Components of the Software and deletes its copies; its rights in the Open-Source Components are reserved.

22.2 Return of data. Within 30 days of the end of the PORTWARE Cloud service, PORTWARE delivers all Customer Data to the Customer at its request in a standard format (PostgreSQL database backup and file store). 60 days after the end of the service, Customer Data is deleted, including backups, and the deletion is notified In Writing; statutory retention obligations are reserved.

22.3 Fees accrued up to the date of termination become due. Clauses 4.8, 7, 14, 15, 18, 22, 25 and 27 survive the end of the Agreement.

23. NON-SOLICITATION

During the term of the Agreement and for 12 months after its end, the Customer shall not, without PORTWARE's consent In Writing, directly or indirectly employ or use the services of PORTWARE employees or subcontractor personnel who worked on matters under this Agreement. In the event of breach the Customer pays a contractual penalty equal to the gross salary of the person concerned at PORTWARE for the last 6 months. Unsolicited applications in response to general job advertisements are outside the scope of this restriction.

24. REFERENCE

PORTWARE may use the Customer's trade name and logo in reference lists and promotional material. The Customer may withdraw this permission at any time by notice In Writing. Case studies, testimonials or screenshots of the Customer are published only with the Customer's separate consent In Writing.

25. NOTICES

25.1 Operational notices are sent to the e-mail addresses given by the Parties in Clause 1 or later notified In Writing.

25.2 Notices relating to formal demand, termination and default are made through a notary public, registered letter with return receipt, telegram or registered electronic mail (KEP) in accordance with Article 18/3 of Turkish Commercial Code No. 6102.

25.3 Unless a change of address is notified In Writing, notices sent to the addresses in Clause 1 are deemed valid.

26. ELECTRONIC SIGNATURE AND EVIDENCE AGREEMENT

26.1 The Agreement may be signed with a wet signature, with a qualified electronic signature in accordance with Turkish Electronic Signature Law No. 5070, or with an online signature through PORTWARE's contract management system. For an online signature the system records the signer's name, the image of the signature, the date and time of signature, the IP address, the browser information and the SHA-256 digest of the signed text, and keeps the signed copy in an unalterable form.

26.2 In accordance with Article 193 of Turkish Code of Civil Procedure No. 6100, the Parties agree that the signature records, e-mail records and system logs in PORTWARE's contract management system constitute valid and binding evidence of the conclusion and content of this Agreement; the right to submit counter-evidence is reserved.

26.3 The Parties are aware that licence agreements are subject to written form under Article 52 FSEK. They agree to confirm an Agreement accepted by online signature with a wet signature or a qualified electronic signature within 15 days at the request of either Party. A Party that has accepted and performed the Agreement, or accepted its performance, acts contrary to good faith if it later relies on a defect of form (Turkish Civil Code No. 4721, Article 2).

26.4 Authority to sign: the person signing the Agreement on behalf of the Customer declares that they are authorised to represent and bind the Customer and shall provide evidence of authority (signature circular or power of attorney) on request.

27. GOVERNING LAW, MEDIATION AND JURISDICTION

27.1 This Agreement is governed by the laws of the Republic of Türkiye; conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG) do not apply.

27.2 The Parties first try to resolve disputes by good-faith negotiation. For disputes concerning the payment of a sum of money, mediation is sought before filing a lawsuit in accordance with Article 5/A of Turkish Commercial Code No. 6102.

27.3 For disputes with Customers resident in Türkiye, [competent courts] have jurisdiction (Code of Civil Procedure, Article 17).

27.4 Disputes with Customers resident outside Türkiye are finally resolved under the Arbitration Rules of the Istanbul Arbitration Centre (ISTAC) by a sole arbitrator; the seat of arbitration is Istanbul and the language of the arbitration is English.

28. MISCELLANEOUS

28.1 Entire agreement and amendments. The Agreement and its Annexes contain the entire understanding of the Parties on its subject and supersede previous quotations, correspondence and oral discussions. Amendments are valid only In Writing and signed by both Parties (including by online signature).

28.2 Severability. The invalidity or unenforceability of a provision does not affect the other provisions; the invalid provision is replaced by the valid provision closest to the Parties' intention.

28.3 No waiver. Failure or delay in exercising a right does not constitute a waiver of that right.

28.4 Assignment. The Customer may not assign its rights and obligations under the Agreement without PORTWARE's consent In Writing; the cases of merger and acquisition in Clause 4 are reserved. PORTWARE may assign the Agreement, by notice In Writing to the Customer, to its group companies or to a successor taking over the business concerned.

28.5 Subcontractors. PORTWARE may use subcontractors in performing its obligations; it is liable for their acts as for its own.

28.6 Independent parties. The Parties are independent contractors; this Agreement creates no partnership, agency, representation or employment relationship.

28.7 Compliance. The Parties comply with anti-bribery and anti-corruption, export control and sanctions legislation. The Customer declares that it will not use the Software in breach of applicable sanctions legislation and that it is not listed on any sanctions list.

28.8 Language. In the event of a conflict between the Turkish and English texts of the Agreement, the Turkish text prevails.

28.9 This Agreement consists of 28 clauses and 7 annexes and has been read, accepted and signed by the Parties.

[signatures]

ANNEX 1 — ORDER FORM AND PRICE ANNEX

Customer	[customer trade name]
Quotation / Order No	[quotation number]
Licensed Users	[number of users]
Installation Environment	[chosen installation environment]
Currency	[currency]
Maintenance and Updates start	[start date]
Payment Terms	[payment terms]

Items purchased

[the items, quantities and prices of your quotation]

Fees exclude VAT. The Licence Fee is one-time and covers Standard Commissioning (Clause 5.4). Maintenance and Updates, Support packages and the Server and Hosting Service are periodic services and renew under Clauses 7.3 and 8.3. The server is not included in the fees unless it appears as a separate item in the Order Form (Clause 6).

ANNEX 2 — SERVER, HOSTING AND INSTALLATION ENVIRONMENT ANNEX

1. Installation Environment options

Option	Who provides the server	Operation, backup and security	Fee
PORTWARE Cloud	PORTWARE (Hetzner, AWS, Azure, Google Cloud etc. or PORTWARE resources)	PORTWARE	Server and Hosting Service fee
Customer's cloud account	Customer	Customer (optional PORTWARE Server Management)	Customer pays the provider; Standard Commissioning included in the licence
On-premise server	Customer	Customer (optional PORTWARE Server Management)	Standard Commissioning included in the licence
Customer's computer	Customer	Customer	Standard Commissioning included in the licence

2. Minimum server requirements (recommended)

Users	CPU	Memory	Disk (SSD)
1–10	4 vCPU	8 GB	100 GB
11–50	8 vCPU	16 GB	250 GB
51–150	16 vCPU	32–64 GB	500 GB
151 and above	Set by architecture and capacity planning

Software environment: Ubuntu Server LTS (current supported release), PostgreSQL 16 or later, Python 3.12, nginx and a valid SSL certificate; a fixed domain name or IP address; outbound HTTPS (443) access; secure remote access for PORTWARE. For SODOO Office (ONLYOFFICE Docs) an additional 4 GB of memory is recommended. Backup disk space should be at least three times the size of the database and file store.

3. Limits of installation on the Customer's computer

With a local installation the Software is reachable only while the computer is switched on and connected; access from outside the company, mobile use, incoming e-mail and scheduled tasks may be limited. Backups, operating-system updates and hardware failures are the Customer's responsibility. This option is not recommended for more than 5 Users or for use requiring uninterrupted operation.

4. Scope of the PORTWARE Cloud service

• Provisioning and installation of the server, application of operating-system and security patches
• Daily database and file-store backup, retention of at least 30 days, a backup copy in a different data centre
• 24/7 automated availability monitoring, TLS certificate, firewall
• Capacity monitoring; a quotation to the Customer when more capacity is needed
• Service levels are governed by Annex 3

Excluded: a mail server dedicated to the Customer, the Customer's internet connection, Third-Party Products and Services, extraordinary restores requested by the Customer (charged after two requests a year).

ANNEX 3 — SUPPORT AND SERVICE LEVEL ANNEX (SLA)

1. Support hours and channels

Business Days 09:00–18:00 (Türkiye time); e-mail, support portal and telephone. With the priority support package, 24/7 availability is provided for P1 incidents.

2. Priorities and target times

Priority	Definition	First response	Resolution or workaround target
P1 Critical	Live system unreachable or risk of data loss	2 business hours (1 hour, 24/7, with the priority package)	1 Business Day
P2 High	A main process (sales, invoicing, production) stopped, no workaround	4 business hours	2 Business Days
P3 Normal	A single function faulty, workaround available	1 Business Day	Next scheduled Update
P4 Low	Question, improvement request	2 Business Days	Taken into product planning

The times are targets; they run from the moment the request reaches PORTWARE and the necessary information and access are provided. PORTWARE sets the priority reasonably according to the impact reported by the Customer.

3. PORTWARE Cloud availability

Measure	Target
Monthly availability	99.5% (excluding scheduled maintenance)
Scheduled maintenance	Weekdays 22:00–06:00 or weekends; announced at least 48 hours in advance
Recovery point objective (RPO)	24 hours
Recovery time objective (RTO)	8 business hours

4. Service credits

Monthly availability	Credit (of that month's Server and Hosting fee)
below 99.5% – 99.0%	5%
below 99.0% – 97.0%	10%
below 97.0%	25%

Credits are requested In Writing within 30 days of the end of the month and deducted from the next invoice; they are not paid out in cash. Service credits are the sole consequence of missing the availability target, without prejudice to Clause 18.3. No availability target or service credit applies to Customer environments.

5. Exclusions

Outages caused by the Customer or third parties, the Customer's internet connection, force majeure, maintenance performed at the Customer's request, suspensions, and outages of Third-Party Products and Services (AI providers, e-Invoice integrator, SMS, e-mail).

ANNEX 4 — PERSONAL DATA PROCESSING ANNEX (KVKK / GDPR)

1. Roles and scope

On PORTWARE Cloud and where PORTWARE accesses the Customer's environment for support, installation or data migration, the Customer is the data controller and PORTWARE the data processor (KVKK Articles 3 and 12; GDPR Articles 4 and 28). PORTWARE processes personal data only on the Customer's documented instructions and to provide the services under this Agreement; it informs the Customer if it considers an instruction unlawful.

2. Data processed

Data subjects	The Customer's employees, job applicants, customers, suppliers, dealers and business partners
Data categories	Identity, contact, customer transactions, finance, employee (human resources, payroll, leave), professional experience, transaction security (session and IP logs), voice and text content if Cowork is used
Special categories	Only if entered by the Customer and with additional safeguards (e.g. medical leave information)
Duration	During the service; thereafter Clause 22.2 of the Master Agreement

3. PORTWARE's obligations

1. Not to process the data other than on instructions and not to use it for its own purposes.
2. To bind its employees and sub-processors with access to the data to confidentiality.
3. To take appropriate technical and organisational measures under KVKK Article 12 and GDPR Article 32 (encrypted transmission, authorisation, least privilege, access logs, backups, keys never sent to the client).
4. To notify the Customer of a personal data breach without undue delay and at the latest within 48 hours of becoming aware of it, and to provide the information the Customer needs to notify the Authority and the data subjects.
5. To assist the Customer reasonably with data subject requests (KVKK Article 11; GDPR Articles 15–22).
6. To return and delete the data at the end of the service under Clause 22.2 of the Master Agreement.
7. To assist with audit requests of the Customer notified at least 30 days in advance, at most once a year and during business hours; audit costs are borne by the Customer.

4. Sub-processors

The Customer gives general authorisation for the following categories of sub-processors. PORTWARE notifies any new sub-processor at least 30 days in advance; the Customer may object on reasonable grounds and, if the objection cannot be resolved, terminate the service concerned without penalty.

Sub-processor	Service	Location
Hosting provider (default: Hetzner Online GmbH)	PORTWARE Cloud servers and backups	Germany / Finland (EU)
E-mail and SMS providers	System notifications and verification messages	EU / Türkiye / USA
AI providers (only those chosen by the Customer)	Cowork	Depending on the provider (USA, EU, etc.)

Cowork sends only the content needed for the request concerned, and only to the provider enabled by the Customer in its administrator settings. Possible providers include OpenAI, Anthropic, Google, Mistral, Groq, ElevenLabs and Deepgram. Providers based in China (e.g. DeepSeek, Z.ai) should be enabled only after the Customer has assessed the cross-border transfer. If the Customer contracts with a provider directly using its own API key, the provider is the Customer's processor.

5. Cross-border transfers

Personal data is transferred abroad within the framework of KVKK Article 9 (adequacy decision, appropriate safeguards or exceptions for incidental transfers) and GDPR Articles 44 et seq. Where necessary the Parties sign the standard contracts published by the Turkish Personal Data Protection Board and the EU Standard Contractual Clauses; the notification to the Authority within 5 business days of signing a standard contract is made by the Party under that obligation.

6. Customer's obligations

Providing privacy notices, obtaining explicit consent where required, fulfilling the VERBİS registration obligation, entering only lawfully obtained data into the Software and configuring the personal data and access settings of the Software according to its own policies are the Customer's responsibility.

ANNEX 5 — PROFESSIONAL SERVICES AND CUSTOM DEVELOPMENT ANNEX

1. Scope and Project Definition

For each custom development or extensive rollout the Parties prepare a Project Definition: business need, scope (included / excluded), deliverables, measurable acceptance criteria, schedule, Customer responsibilities, fee and payment plan. The Project Definition becomes part of this Agreement upon approval by the Parties In Writing.

2. Pricing

Fixed price (for the scope in the Project Definition) or time and materials (hourly rate, estimated effort and, where agreed, a cap). Unless otherwise agreed, the payment plan for fixed-price work is: 40% at start, 40% on delivery for testing, 20% on acceptance.

3. Acceptance

PORTWARE delivers in a test environment. The Customer accepts according to the acceptance criteria, or reports Errors In Writing, within 10 Business Days. After the Errors are corrected, the retest period is 5 Business Days. If no notice is given within the period, or the delivery is put into live use, it is deemed accepted. New requests not based on the acceptance criteria are Change Requests.

4. Change requests

Changes of scope are made by a Change Request In Writing. PORTWARE notifies the effect on time and fee within 5 Business Days; the change takes effect upon approval by both Parties In Writing.

5. Warranty and maintenance

For 90 days from acceptance, Errors contrary to the Project Definition are corrected free of charge. If the Maintenance and Updates Service is active, custom modules are migrated to new Versions free of charge or for a separate fee, as agreed in the Project Definition.

6. Intellectual property

Unless otherwise agreed in Annex 7, the intellectual property rights in custom developments remain with PORTWARE and are licensed to the Customer free of charge on the terms of the permanent right of use in this Agreement. PORTWARE may use the development in its general product after removing the Customer's trade secrets, data and anything identifying the Customer. A transfer of Customer-specific code may be agreed separately in Annex 7; even then PORTWARE's pre-existing components and general tools remain with PORTWARE.

ANNEX 6 — OPEN-SOURCE AND THIRD-PARTY COMPONENTS ANNEX

The Software is built on the Odoo 19 Community core developed by Odoo S.A. and distributed under the GNU LGPL-3 licence, and contains components under the following types of licence. The licence of each component is stated in the source files and module manifests delivered with the Software; the full list is provided In Writing at the Customer's request.

Licence type	Example components	Consequence for the Customer
LGPL-3	The Odoo Community core and applications, part of the SODOO modules	The rights granted by the licence are reserved
AGPL-3	Some community (OCA and similar) modules; ONLYOFFICE Docs	Right of access to the source code for network use; provided on request
MIT, BSD, Apache-2.0 and similar	JavaScript and Python libraries	Licence and copyright notices are preserved
Commercial licences owned by third parties (e.g. OPL-1, "Other proprietary")	Some localisation, e-Invoice integration and report template modules	Delivered only to the extent permitted by the rights holder and when listed in the Order Form

Warranty and liability regarding Open-Source Components and commercial components owned by third parties are determined by the respective licences and Clause 13.4 of the Master Agreement.

ANNEX 7 — SPECIAL TERMS

[special terms, if any were agreed]