Corporate User Framework Agreement
CORPORATE USER FRAMEWORK AGREEMENT
1. PARTIES
1.1. This Corporate User Framework Agreement (“Agreement”) is executed between A Ödeme ve Elektronik Para Hizmeti Anonim Şirketi (“Morpara”) and the legal entity benefiting from the services provided by Morpara (“Corporate User”). Morpara and the User shall be referred to individually as a “Party” and collectively as the “Parties”.
1.2. The up-to-date list of Morpara’s representatives, along with their titles and addresses, is available at www.morpara.com.
2. DEFINITIONS
Unless expressly stated otherwise in this Agreement, the following terms shall have the meanings set forth below:
Recipient: The natural or legal person to whom the funds subject to the payment and/or electronic money transaction are intended to be transferred, and/or the person to whom the Corporate User makes payment for goods or services by using the payment services provided by Morpara.
Bank: Refers to banks operating within the framework of Banking Law No. 5411.
Chargeback: The process whereby a card-based payment transaction is cancelled upon objection by the Sender, and the transaction amount is recovered from the Recipient and refunded to the Sender. This process is generally initiated when the Sender claims that the goods or services were not delivered as expected or that the transaction was unauthorized.
Call Center: The current contact number and communication center specified on the Website for all kinds of announcements related to Mobile Application and Card usage, contracted merchants, campaigns, fees and charges, as well as detailed information regarding refunds, card cancellations, and other card and transaction-related payment operations.
Employee: Persons who operate in accordance with established rules and guidelines and are assigned within the Corporate User to ensure the functioning and continuity of services.
Electronic Money: Monetary value issued by Morpara in exchange for funds received, stored electronically, accepted by persons or legal entities other than Morpara, and used to perform payment transactions as defined in the Law.
Funds: Refers to banknotes, coins, book money, or electronic money.
Conversion to Funds: Refers to the conversion of electronic money into banknotes, coins, book money, or electronic money issued by another institution.
Sender: A natural or legal person who gives a payment order from their own payment account or without a payment account in a payment transaction.
Sensitive Customer Data: Personal security information related to a payment instrument, such as passwords, security questions, certificates, encryption keys, PIN, card number, expiration date, CVV2, CVC2 codes, used in giving a payment order or authentication, which could enable fraud or unauthorized transactions if obtained or altered.
SIM Card Holder: The GSM line registered under the User’s name and/or actually used by the User.
Service Interface: The website and mobile application that enable the Corporate User to benefit from the Services. This interface allows users to manage financial transactions, view account information, and access other services.
Services: Payment services and electronic money operations listed in Article 12 of the Law, provided by Morpara in accordance with applicable regulations and its operating licenses (may also be referred to as “Payment Services” or “Morpara Services” in the Agreement).
IBAN Services: Shall have the meaning specified in Article 9.1 of this Agreement.
Contact Information: Any and all contact details provided by the User to Morpara during the establishment of this Agreement and subsequently updated, including but not limited to telephone number, email address, and physical address, used for communication with the User.
Website: The official website of Morpara at www.morpara.com where the services provided by Morpara are offered.
Business Day: Monday, Tuesday, Wednesday, Thursday, and Friday, excluding public holidays and official holidays under the laws of the Republic of Türkiye.
Merchant: A natural or legal person who, under an agreement with Morpara, enables the Corporate User to use a Card for the purchase of goods and services. (May also be referred to as “Member Merchant” in the Agreement.)
Durable Data Carrier: Refers to any instrument or medium such as SMS, email, internet, CD, DVD, memory card and similar tools or environments that enables information sent by the Corporate User or sent to the Corporate User to be stored in a way that allows it to be reviewed for a reasonable period in line with its purpose, copied without alteration, and accessed exactly as it is
Law: Refers to Law No. 6493 on Payment and Securities Settlement Systems, Payment Services and Electronic Money Institutions.
Cardholder: Refers to the Corporate User to whom a Card is issued by Morpara.
Card Scheme: Refers to the set of rules, practices, guidelines, and standards that enable card payment transactions to be carried out, including the management and decision-making bodies and organizational structure responsible for the execution of these operations, independent of the infrastructure and payment system supporting Morpara’s operations.
Card: Refers to a physical or virtual payment instrument issued by Morpara, the ownership of which belongs to the issuing institution, enabling the User to access their Morpara account, containing the necessary payment applications to initiate a card-based payment transaction, usable for the purchase of goods and services, and allowing the Cardholder/User to use funds equivalent to the amount loaded and paid prior to spending within payment services. The Card may be a physically printed card or a card with the same functionality used in virtual environments without physical existence (may be referred to as “Prepaid Morpara Card” or “Morpara Card” within the Agreement).
Card Printing Instruction: An instruction sent by the Corporate User to Morpara requesting the issuance and delivery of a prepaid card, either unnamed or bearer form, containing a card number and expiration date, to be printed and delivered to the Corporate User.
Card Schemes: Refers to card organizations such as MasterCard International, Visa International, UnionPay, and Troy, which establish bank card or credit card systems defined under Law No. 5464 on Bank Cards and Credit Cards, and which authorize card issuance or merchant acquiring under their respective systems.
Registered Recipient: Shall have the meaning specified in Article 9.3.2 of this Agreement.
Identity Information: Refers to any information provided by the Corporate User to Morpara during the establishment of this Agreement and subsequently updated, including but not limited to name, surname, date of birth, place of birth, mother’s name, identity number, and identity document serial number, used to identify the Corporate User or Authorized User.
Authentication: Refers to the mechanism that provides assurance that any declared identity information actually belongs to the person making the declaration.
Identifier: Refers to the unique combination of numbers, letters, or symbols assigned to the User by Morpara for the purpose of identifying and distinguishing them from other users.
Personal Security Information: Refers to information used in payment transactions with a payment instrument, such as password, expiration date, security code, and similar data that identifies the payment instrument and its user.
Personal Data: Refers to any information relating to an identified or identifiable natural person under the Law on the Protection of Personal Data No. 6698.
User: Refers to the natural person who opens a payment account with Morpara and benefits from payment services, electronic money services, and/or other services provided by Morpara.
User Security Information: Refers to customized information provided to the User by Morpara or determined by the User and mutually agreed with Morpara for the purpose of performing authentication.
Corporate Wallet: Shall have the meaning specified in Article 9.1 of this Agreement.
Corporate User: Refers to merchants, tradespeople, professionals, or other natural or legal persons who use Morpara’s products and services for commercial and/or professional purposes and who are a party to this Agreement. For the purposes of this Agreement, the Corporate User is the person defined at the beginning of the Agreement.
Corporate Payment Account: An account opened at Morpara in the name of the Corporate User and used for the execution of Payment Services.
Authority: Refers to the Banking Regulation and Supervision Agency (BRSA) (may also be referred to as “BDDK” within the Agreement).
Above Limit: Refers to performing transactions above the maximum transaction limit determined by Morpara for Users whose identity has been verified, within the framework of applicable legislation and sector standards, and over which Morpara has exclusive authority to define user-based differentiated limits, and/or requesting such transactions.
Limit: Refers to the transaction limits applicable to Users whose identity has not been verified, as applied by the relevant public authorities (CBRT, BRSA, MASAK, etc.) or as specified in the regulations of such authorities.
MASAK: Refers to the Financial Crimes Investigation Board of the Ministry of Treasury and Finance of the Republic of Türkiye.
MASAK Legislation: Refers primarily to Law No. 5549 on the Prevention of Laundering Proceeds of Crime, as well as laws related to the prevention of money laundering and financing of terrorism, regulations, communiqués, and other regulatory instructions issued by MASAK, and international legislation containing provisions on the same subject.
Central Bank: Refers to the Central Bank of the Republic of Türkiye (may also be referred to as “CBRT” within the Agreement).
Legislation: Refers to the Law, secondary regulations enacted based on the Law, and all applicable laws, regulations, and other legal provisions of the Republic of Türkiye that are directly applicable to this Agreement and the services provided by Morpara. Unless expressly stated otherwise, Legislation also includes MASAK Legislation.
Mobile Application: An application owned entirely by Morpara, installed on a mobile device such as a smartphone or tablet, which enables access to and use of the services provided by Morpara upon completion of the User’s authentication steps (may also be referred to as “Mobile Wallet”, “Wallet”, or “Morpara” within the Agreement).
Morgate: Refers to the product, service model, and/or technical infrastructure used by Morpara, primarily for receiving cross-border payments originating from Europe and the United Kingdom, accepting payments from abroad, allocation of virtual IBANs, use of local collection infrastructures, monitoring of funds, and provision of related payment services.
Customer: Refers to natural or legal persons to whom the Corporate User provides products or services within the scope of its business activities.
Payment Instrument: Refers to personalized tools such as Cards, mobile phones, QR codes, passwords, Mobile Wallet, and similar instruments, the usage rules of which are determined by Morpara, used by the User to issue a Payment Order or receive Payment Services.
Payment Order: An instruction given by the Corporate User to Morpara or another payment service provider for the execution of a payment transaction.
Payment Account: An account opened with Morpara in the name of the User and used for the provision of Payment Services (may also be referred to as “Account” or “Morpara Account” within the Agreement).
Payment Service Provider: Refers to banks under Law No. 5411, electronic money institutions, payment institutions, and Post and Telegraph Organization Inc. (PTT); and specifically, unless otherwise stated in this Agreement, A Ödeme ve Elektronik Para A.Ş.
Payment Transaction: Refers to the activities of depositing, transferring, or withdrawing funds upon the instruction of the sender or recipient.
PCI DSS: Refers to the set of technical and operational rules and requirements established by the Payment Card Industry Council to protect card and cardholder data and ensure data security (abbreviation of Payment Card Industry Data Security Standard).
Single Payment Transaction: Refers to a one-time payment transaction that is not carried out under a framework agreement.
Representative: A natural or legal person acting on behalf of and in the name of Morpara for the purpose of providing the committed services.
International IBAN: Shall have the meaning specified in Article 9.1 of this Agreement.
Remote Communication Tool: Refers to any means or environment such as mail, catalogue, telephone, fax, email messages, internet, and SMS that enables the conclusion of contracts without physical presence.
Local IBAN: Shall have the meaning specified in Article 9.1 of this Agreement.
Authorized Person: Refers to Users authorized by the Corporate User to act on behalf of and in the name of the Corporate User through the Service Interface, Mobile Application, or other methods.
Authorized User: Shall have the meaning specified in Article 9.4 of this Agreement.
Management Panel: Refers to the online platform or application that allows Authorized Person(s) appointed by the Corporate User to manage the services provided by Morpara, perform transactions, and access information related to the services.
3. SUBJECT AND SCOPE OF THE AGREEMENT
This Agreement is executed to regulate the conditions under which the Corporate User may benefit from the Services provided by Morpara within the scope of its operating license under the Law, as well as the rights and obligations of the Parties in this context.
4. RIGHTS AND OBLIGATIONS OF THE CORPORATE USER
4.1. Legal entities wishing to benefit from the Services provided by Morpara must, in order to obtain the status of Corporate User, complete the identity verification and authentication steps, the minimum requirements of which are determined under the legislation and imposed by Morpara, via the Mobile Application through their authorized representatives and open an account. Legal entities that have completed the account opening process shall be deemed Corporate Users under this Agreement. The Corporate User shall benefit from the Services under this Agreement through the declarations and actions of the Authorized Person it appoints in accordance with this Agreement.
4.2. In order for Morpara to provide the Services to the User, the Corporate Identity Information and Contact Information must be fully and accurately completed by the User’s authorized representative. In accordance with applicable legislation, legal entities must act through their duly authorized representatives in order to conclude this Agreement. This Agreement may only be concluded based on information directly provided by the User’s authorized representative through non-automated means. The User shall declare only information that can be known by its authorized person regarding the Services it wishes to receive and shall transmit the requested documents in accordance with the instructions provided via the Mobile Application. Morpara shall commence providing the Services after verifying the accuracy of the submitted information and documents. The Corporate User declares and undertakes that itself, its employees, Authorized Persons, and other representatives shall act in compliance with the legislation and the provisions of this Agreement while using the Services provided by Morpara.
4.3. The Corporate User is responsible for the accuracy of the Corporate Identity Information and Contact Information provided during account opening. The Corporate User agrees and undertakes to fully and completely submit the documents requested as “Required Documents”, which constitute an annex and an integral part of this Agreement, as well as any other information and documents requested by Morpara. The Corporate User declares that all information contained in the documents it submits is accurate. If, during the internal control and compliance processes carried out by Morpara, at the stage of onboarding the User or thereafter, Morpara determines or reasonably suspects that the Corporate Identity Information and/or Contact Information provided, or any other submitted documents are inaccurate, or that such information has been used by unauthorized persons, Morpara may request verification of such information from the Corporate User. In such case, the User shall be obliged to provide any information and documents requested by Morpara to verify the accuracy of the information in order to continue benefiting from the Services. The Corporate User shall be liable to compensate all damages incurred by Morpara due to any false or inaccurate information contained in the submitted documents. The Corporate User agrees and undertakes that, in accordance with MASAK Legislation, it shall submit updated versions of the documents provided to Morpara under this Article at least once every two years throughout the term of this Agreement. If the Corporate User fails to submit the documents requested by Morpara under MASAK Legislation fully and completely, this Agreement may be suspended by Morpara.
4.4. The User agrees, declares, and undertakes that while benefiting from any Services provided by Morpara, it acts in its own name and on its own behalf and not on behalf of any other natural or legal person, and that it shall not act on behalf of others during the term of this Agreement; that this declaration is true; and that it will not carry out transactions on behalf of any other person or entity while this Agreement remains in force. In this context, the Authorized Persons or employees of the Corporate User shall not, under any circumstances, share the passwords, credentials, or other access information assigned to the Corporate User for accessing the Mobile Application and benefiting from the Services with third parties; shall not allow third parties to perform transactions on behalf of the Corporate User using the Mobile Application; and shall not allow third parties to perform transactions on their own behalf via the Service Interface or Management Panel. Any breach of this provision shall constitute a breach of the Agreement. The Corporate User acknowledges that, in the event of such breach, Morpara shall not be held liable for any unlawful transactions, and Morpara shall be entitled to unilaterally terminate the Agreement without compensation or prior notice and/or suspend or discontinue the Services. The Corporate User further acknowledges that, in case of breach of this provision, it may be subject to imprisonment from six (6) months to one (1) year and judicial fines up to 5,000 (five thousand) days pursuant to Article 15 of Law No. 5549 on the Prevention of Laundering Proceeds of Crime. This clause shall serve as the written declaration to be provided by the User under Article 17 of the Regulation on Measures for the Prevention of Laundering Proceeds of Crime and Financing of Terrorism.
4.5. The Corporate User agrees, declares, and undertakes that it shall not use the Services provided by Morpara, the Service Interface, the Management Panel, or the systems of Payment Service Providers contracted by Morpara for purposes that are contrary to applicable legislation or general moral principles, or for purposes serving such illegal or immoral objectives, or for the procurement of goods or services that are unlawful or contrary to morality, and that it shall not interfere with such systems in any unlawful manner.
The Corporate User declares that, prior to completing the identity verification processes and submitting the information and documents required for identification under the legislation, it shall use Morpara’s Services solely for the purchase of goods or services. The Corporate User shall use the Services only in relation to legally tradable products and services.
Morpara shall have the authority to refuse payments related to, or to suspend indefinitely the use of the services provided to the Corporate User under this Agreement upon detection of the provision of, in particular, the products or services listed below:
a) Erotic and pornographic content-related products and services,
b) Prescription drugs, narcotic and psychotropic substances,
c) Products and services that contain violence or may encourage or lead to criminal activity,
d) Products and services that circumvent copyright protections through technical means,
e) Products and services whose sale or provision is prohibited under legislation and measures related to the prevention of terrorism,
f) Betting and gambling services,
g) Forex and similar products,
h) Remote sales of tobacco products or alcoholic beverages,
i) Surveillance devices,
j) Live animals,
k) Bill payment services
4.6. The Corporate User acknowledges, declares, and undertakes that it will not use the Mobile Application in a manner that violates the provisions of applicable legislation, general morality, public order, and ethical values, including but not limited to the following: Use by the Corporate User's Authorized Persons, Employees, or other persons acting on its behalf will also be considered within the scope of this clause:
(i). Using the Mobile Application to create a database, record, or directory on behalf of any person;
(ii). Using the Mobile Application for purposes that disrupt public order, violate general morality, are disturbing, harassing, or illegal, or infringe upon the intellectual and industrial property rights of others;
(iii). Using the Mobile Application to damage, modify, or reverse engineer all or part of it;
(iv). Conducting transactions using false information or information belonging to third parties; creating fake user accounts; entering false or misleading residential address, email address, contact, payment, or account information; using another user's account without authorization; conducting transactions on behalf of any person or under a false name;
(v). (vi) Collecting any information, including email addresses, belonging to other users or vendors without the explicit consent of the relevant individuals, or engaging in other actions contrary to the Law No. 6698 on the Protection of Personal Data;
(vii) Attempting to gain unauthorized access to personal data on the Mobile Application, either on one's own behalf or on behalf of third parties;
(vii) Engaging in activities that place an unreasonable or disproportionate burden on the technical systems of the Mobile Application or damage its technical operation; using automated programs, robots, web crawlers, spiders, data mining, or data crawling software such as "screen scraping" without Morpara's prior written permission, and thereby copying, publishing, or using in any way all or part of the content on the Mobile Application.
4.7. The Corporate User shall appoint at least one natural person as an Authorized Person to act on their behalf and account, and shall notify Morpara using the methods determined by Morpara. Authorized Persons must be registered as Morpara Users in order to conduct transactions on behalf of the Corporate User. Users registered as Authorized Persons will use the Service Interface provided for Corporate Users to conduct transactions on behalf of the Corporate User; they will be able to apply to customer support services on behalf of the Corporate User and conduct transactions through other channels. The Authorized Person must also open a Payment Account with Morpara and become a User.
4.8. The Corporate User is obligated to inform the Authorized Person about the provisions of this Agreement, and the Corporate User acknowledges, declares, and undertakes that the Authorized Persons will comply with the provisions of this Agreement and that the Corporate User will be jointly and severally liable with the Authorized Person for all damages that Morpara and third parties may suffer due to the breach of these Agreement provisions by the Authorized Persons.
4.9. The Corporate User is responsible for appointing Authorized Persons, determining the transaction rights of the Authorized Persons they appoint, and terminating the Authorized Person status if it becomes necessary for any reason. The Corporate User irrevocably accepts, declares, and undertakes that Morpara will not be held responsible for any damage that the Authorized Persons may cause them due to their failure to comply with their instructions or otherwise by using the Services.
4.10. The Corporate User and Authorized Persons are obliged to keep the password and other information providing access to the Service Interface confidential, not to disclose them to unauthorized persons, and to ensure that they are not used for purposes other than their intended purpose. Any transaction carried out using the Service Interface is considered to have been carried out by the Corporate User. If there is suspicion that the Service Interface has been accessed by unauthorized persons, the Corporate User is obliged to immediately notify Morpara. The Corporate User will remain responsible for all transactions made through the Service Interface until this notification is made.
4.11. In cases where the Authorized Person appointed by the Corporate User is changed, their authorizations are revoked, or similar situations occur, the Corporate User shall notify Morpara in writing; otherwise, the Corporate User shall be liable for any resulting damages.
4.12. Morpara may send announcements, warnings, and similar information through the Service Interface or through another channel using contact information provided by the Corporate User. The Corporate User accepts that such notifications constitute a valid notice or warning between merchants in accordance with Article 18 of the Turkish Commercial Code.
5. MORPARA'S RIGHTS AND OBLIGATIONS
5.1. Morpara may offer different identity verification methods and different account types for Corporate Users within the scope of the applicable legislation and its own risk management policy. The Services offered by Morpara, and the limits and restrictions related to these services, may be differentiated within the scope of the applicable legislation and risk management policies; Morpara may change or terminate the Services it offers at any time at its sole discretion.
5.2. Morpara's liability is limited to the provision of the Services defined in this Agreement. If the Corporate User pays for goods and/or services obtained from third parties using Morpara Services, Morpara does not make any guarantee that the goods and/or services offered, provided, sold, or promised by third parties will be provided, supplied, or provided free from defects. Accordingly, Morpara does not guarantee that the goods and/or services provided by third parties are in compliance with the law and morality, and that they are provided or delivered completely with invoices, delivery notes, warranty certificates, etc. Morpara cannot be held responsible for the submission of mandatory documents to the Corporate User according to legal regulations and other similar legal obligations. Morpara is not the seller/provider of goods and/or services offered, provided, sold, or undertaken by third parties, and the relationship between the Corporate User and the seller is not within the scope of this Agreement. Morpara is not a party to the relationship between the Corporate User and the seller in any way and has no responsibility for matters arising from this relationship. The Corporate User acknowledges and accepts that Morpara is not a party to any disputes that may arise due to the business and transactions for which third parties are responsible under this clause, and that the Corporate User cannot make any claims against Morpara for these reasons. The Corporate User acknowledges, declares, and undertakes that Morpara does not provide any guarantee or commitment regarding the contract to be established between the seller and the Corporate User, and that Morpara is not responsible for any damages that may arise in this context.
5.3. Morpara bears no responsibility for the products and services provided by Corporate Users to their customers. Morpara has no influence and accepts no responsibility for any disputes, commercial relations, or issues related to the quality of products and services offered by the Corporate User that may arise between the Corporate User and the Customer. Accordingly, Morpara cannot be held responsible for the legality, complete provision or delivery of goods and/or services offered by the Corporate User, the submission of legally required documents such as invoices, delivery notes, warranty certificates, etc., and other similar legal obligations of Customers or third parties. The Corporate User acknowledges, declares, and undertakes that it will hold Morpara harmless in any claims, legal proceedings, or lawsuits initiated against Morpara by Customers or third parties, and that it will pay Morpara any amount it may be obliged to pay in this context, in cash and in full, upon Morpara's first request.
5.4. Morpara, in accordance with the applicable legislation and within the framework of its internal control and compliance policies, the scope and rules of which it will determine itself, shall:
(i) verify the accuracy of the information and documents submitted by the Corporate User,
(ii) verify whether the Corporate User is acting on behalf of another natural or legal person, even through its authorized representatives,
(iii) verify whether any passwords, passcodes, and access authorizations allocated to the Corporate User to enable them to use the Services — especially those that constitute Sensitive Customer Data — have been given to third parties in exchange for any benefit,
(iv) verify whether the Services are being used for illegal activities,
(v) verify whether the transactions carried out within the scope of the Services are fraudulent, unauthorized, or deceptive,
(vi) verify whether fraudulent or unauthorized access has been gained to the Payment Account, or whether an attempt has been made to gain such access or initiate a payment transaction. Morpara may monitor; for these purposes, it may track, record and report on the Corporate User's transactions.
5.5. As a result of the findings or reasonable suspicion that Morpara obtains in line with the activities it will carry out within the scope of article 5.4, Morpara may, at its sole discretion and without any obligation to pay compensation,
(i) suspend all or some of the Services,
(ii) postpone or reject the User's request for reimbursement of Electronic Money,
(iii) freeze, suspend or close the Services provided to the User,
(iv) terminate the Agreement immediately without any notice period.
5.6. Morpara will inform the User about the transactions it will carry out under Article 5.4, if possible before the transaction is implemented, or if not possible, after the transaction is implemented, except in cases where there are provisions in the legislation that prevent the disclosure of information or objective reasons that threaten security.
5.7. The Corporate User accepts that the measures and decisions taken by Morpara under Article 5.5 are part of providing the Services in compliance with the Legislation and accepts and declares that it will not have any rights or claims, including loss of profit, from Morpara due to these measures and decisions.
5.8. The Mobile Application may provide links, advertisements, or announcements to other websites or applications that are not under the control of Morpara, established, operated, or regulated by Morpara; it may contain references to these sites or applications. Morpara is not responsible for the content of these other applications or websites, or for any other links, advertisements, announcements, and/or references they contain, or for the products/services they offer. These links do not constitute an endorsement of the owner or operator of the linked website, nor do they represent any statement or guarantee regarding any information, expression, or imagery contained within. Similarly, Morpara is not responsible for any products, services, or other content promoted or promised by advertisements, promotions, or banners featured in or linked from the Mobile Application.
6. INTELLECTUAL PROPERTY RIGHTS
6.1. Within the scope of this article, “Intellectual Property Rights” include: Morpara owns, uses, or requires for the conduct of its business all existing or future worldwide trademarks, whether registered, pending registration, or otherwise; all page headers, proprietary graphics, button icons, all trade names, service marks, patents, trade, business, and domain names, URLs, designs, copyrights, specifications, software, undisclosed and confidential information rights (such as customer lists, processes, know-how, trade secrets, and inventions [whether patentable or not]) or other industrial or intellectual property rights (including but not limited to the renewal or extension of intellectual property rights thereto); all licenses, trademarks, patents, utility models, and industrial designs and related applications; all inventions, developments, improvements, discoveries, know-how, copyrights, concepts, and ideas, whether patentable under any law or not; all trade secrets; and all rights under any law that grant the owner the right to demand confidentiality. and all rights, including but not limited to, all financial rights, moral rights and copyrights, including the exclusive rights to process, use, reproduce, distribute, represent and transmit to the public by means of means for the transmission of signs, sounds and/or images, in accordance with the Law on Intellectual and Artistic Works, the Industrial Property Law and other relevant legislation, for all types of computer programs and software (including artistic, technical and design, algorithms, source codes, object codes, cron codes, data and databases), user and character databases.
6.2. The Corporate User acknowledges that all Intellectual Property Rights on the Mobile Application/Website/Service Interface/Admin Panel and materials related to the Mobile Application/Website/Service Interface/Admin Panel belong to Morpara. The User may not copy, imitate, modify, acquire, share, reproduce, make accessible to third parties, allow third parties to use, reverse engineer, publish, process, compile, transmit to the public, benefit from in any way, market and/or sell to third parties, otherwise dispose of, or otherwise process any Intellectual Property Rights belonging to Morpara without the prior written permission of Morpara. All page headers, custom graphics, button icons, and text used in the Mobile Application/Website/Service Interface/Admin Panel are trademarks and/or trade presentation style of Morpara. All rights, titles, and interests relating to the Website/Service Interface/Admin Panel and Mobile Application, any content herein, the technology relating to the Services, and any technology or content created from or derived from the foregoing are the exclusive property of Morpara, and the User may not copy, imitate, or use them without the prior written permission of Morpara.
6.3. Nothing in this Agreement shall imply that Morpara's Intellectual Property Rights are transferred to the User.
6.4. Corporate Users are obligated to use the services and products offered by Morpara only in a legal and ethical manner. Users shall use the services and products in accordance with Morpara's brand reputation, this Agreement and its annexes, and all relevant legal and regulatory requirements. If the Corporate User acts in a manner that infringes the Intellectual Property Rights of third parties or Morpara, the User shall be obliged to compensate Morpara and/or said third party for all direct and indirect damages and expenses.
6.5. Corporate Users are solely responsible for all types of damages, losses, costs, expenses, and liabilities that may arise as a result of the use of the services. Morpara cannot be held responsible for any damages, losses, costs, expenses, and liabilities arising from the Corporate User's use of the services or infringements of Intellectual Property Rights.
6.6. If the Corporate User violates the provisions of this clause for any reason, Morpara may take all necessary legal and administrative measures to immediately remedy these violations and/or terminate the Agreement. In addition, Morpara may initiate legal proceedings against the Corporate User to compensate for the damages it has suffered due to the violation
6.7. The use of Morpara's trademarks, logos, titles, and/or Morpara's designated symbols by a Corporate User in their own locations and on the internet is subject to Morpara's written permission.
7. DETERMINATION OF SERVICES
7.1. Morpara will provide Services in accordance with the legislation and within the framework of the operating licenses granted by the Central Bank. Corporate Users may benefit from the Services offered by Morpara provided they comply with the terms and conditions stipulated for the relevant Service and pay any fees stipulated for that Service.
7.2. Morpara does not guarantee that it will continue to provide any Service it offers at the time this Agreement enters into force without change for the duration of this Agreement. Morpara may unilaterally change the content, terms of use, and fees of the Services it offers, provided that it gives prior notice if required by legislation; it may temporarily or permanently suspend the Services.
7.3. The parties agree to determine the fees and service conditions for the Services to be provided to the Corporate User through separate agreements which will be considered an annex and integral part of this Agreement.
8. INFORMATION TO BE USED FOR THE USE OF THE SERVICES
8.1. Before starting to use the Services, the Corporate User sets a password that will allow them to access their assigned user profile and will not be shared with third parties, and which is difficult to guess, in order to benefit from all Services, including initiating and completing Payment Transactions via the Mobile Application. This password must be created and used only by authorized representatives in accordance with the instructions provided by Morpara.
8.2. The Corporate User will access the Mobile Application using at least one of the following identifying information, depending on the access method they choose, in accordance with the instructions provided via the Website and/or Mobile Application: Turkish Republic ID number (for authorized individuals), account number assigned by Morpara, registered phone number, email address; their password created in accordance with article 8.1; other data that can be used as an identity verification method and/or one-time passwords sent to the authorized representative's mobile phone.
8.3. When the Corporate User requests a Card from Morpara (card printing instruction) and makes payment transactions, deposits or withdrawals with this Card;
(i) If the transaction is carried out via a physical POS device or ATM, the Card and, if the transaction requires it, the Card PIN determined by the authorized representative for the use of the Card,
(ii) If the transaction is carried out over the internet, the card information related to the physical or virtual Card assigned to them and, if the transaction is required to be carried out with the 3D Secure security method, the one-time password sent to the mobile phone number notified to Morpara,
will be used. It is essential that this information is used only by the Authorized Persons of the Corporate User and is not shared with third parties.
8.4. In order to ensure and increase the security of transactions to be carried out by the Corporate User, to improve the user experience and to fulfill its obligations arising from the Legislation; Morpara may request additional information and documents from the Corporate User during the initiation and execution of Payment Transactions, and may determine new rules in the conditions of access to the Mobile Application and transaction execution.
9. CORPORATE WALLET, MORGATE AND IBAN SERVICES
9.1. The digital account infrastructure allocated to the Corporate User by Morpara and enabling the execution of payment transactions (“Corporate Wallet”), the domestic and international collection and transfer infrastructures offered by Morpara and available within the scope of the Morgate product, the account numbers assigned to the Corporate User with banks located in Turkey (“Local IBAN”), the account numbers assigned with financial institutions or payment service providers located abroad (“International IBAN”), and all money transfer, payment and collection services offered through these infrastructures (“IBAN Services”) are included in the Services defined in this Agreement.
9.2. Within the scope of international IBAN services, virtual IBANs can be defined in the name of the Corporate User with foreign payment service providers and/or banks holding EMI licenses, integrated within Morpara's Morgate product, primarily in currencies determined by Morpara, including Euro (EUR), British Pound (GBP), and US Dollar (USD). These accounts are held with the relevant institutions, and Morpara provides these services within the scope of its operating license and, when necessary, through third-party providers.
9.3. Morpara may allocate a Corporate Wallet to the Corporate User and define one or more Local IBANs and/or International IBANs in connection with the Corporate Wallet. Through the Corporate Wallet, the Corporate User can perform the following transactions:
(i). Fund acceptance,
(ii). Fund transfer (including EFT, FAST, wire transfers, and international transfers),
(iii). Balance management between accounts, and
(iv). Payment and collection transactions.
9.3.1. Morpara may offer the services listed in this clause directly or indirectly through banks, payment service providers, and other financial institutions, including the Morgate infrastructure.
9.3.2. Corporate Users may register recipient account information on the system to facilitate payment transactions (“Registered Recipient/Registered Account”). The Corporate User is solely responsible for the accuracy of the Registered Recipient/Registered Account information. Transactions made to accounts registered under this scope are considered as instructions given by the Corporate User.
9.3.3. Corporate Users can directly transfer funds between Corporate Wallets and other user accounts defined within Morpara.
9.4. Corporate Wallet and IBAN Services are used through authorized persons ("Authorized Users") appointed by the Corporate User. The Corporate User can define, restrict, or remove transaction permissions for Authorized Users.
9.4.1. All transactions carried out by Authorized Users are considered to have been carried out directly by the Corporate User, and all legal and financial responsibility arising from these transactions belongs to the Corporate User.
9.4.2. The Corporate User can define different authorization levels, transaction limits, and approval mechanisms for Authorized Users. Morpara may offer multi-level authorization and transaction approval processes within this scope. All transactions carried out within the framework of the defined authorization and approval structures are the responsibility of the Corporate User.
9.4.3. The Corporate User acknowledges that Morpara may work with domestic and foreign banks, payment service providers, financial institutions, correspondent banks, and similar third parties while providing the services specified in this clause, and that transactions within the scope of the infrastructure and integrations used, including Morgate, may be subject to the legislation, application rules, and operational processes of the relevant third parties.
9.4.4. Morpara cannot be held responsible for delays, interruptions, or transaction errors caused by third parties within this scope.
9.5. Fees, commissions, and currency conversion rates to be applied for transactions carried out within the scope of Corporate Wallet and IBAN Services are determined by Morpara and applied within the framework of the relevant fee policy.
9.5.1. The exchange rate to be applied in transactions carried out in foreign currency is calculated based on the reference rate valid at the time of the transaction and determined by Morpara. The Corporate User acknowledges that exchange rates may change instantly depending on market conditions, that the rate valid at the time of transaction confirmation will be taken as the basis, and that no claim based on exchange rate difference can be made after the transaction.
9.6. The Corporate User acknowledges that (i) they are responsible for using their Corporate Wallet and IBAN information correctly and completely, (ii) Morpara is not responsible for the consequences arising from payment instructions given with incorrect or incomplete information, (iii) refund processes for incorrect transfers to third parties are not guaranteed, and (iv) Morpara is not responsible for transactions being redirected to the wrong recipient even when correct Identifiable information is used.
9.7. Morpara may partially or completely suspend, restrict, or terminate Corporate Wallet and/or IBAN Services within the scope of legislation, risk policies, or suspicious transaction detection. In this case, the Corporate User agrees not to claim any compensation from Morpara under any name.
9.8. In the event that the Corporate User enters into a merchant agreement with Morpara, the Corporate Wallet and IBAN Services may operate in an integrated manner with the payment collection and receiving services provided under such agreement. The Corporate User agrees that it has signed and/or approved the necessary agreements to benefit from the relevant services, and that such services shall be deemed to be evaluated together with this Agreement.
10. FEES
10.1. The fees that the User is required to pay to Morpara in relation to the Services provided under this Agreement are set out in the Fees and Limits table available at https://www.morpara.com/ucret-ve-limitler/, which constitutes an annex and integral part of this Agreement. Within the scope of operational costs, Morpara may apply user-based fee differentiation. Fees related to the Services shall be determined through agreements to be concluded under Article 7.3. Any changes in taxes, duties, or levies applicable to fees shall be directly reflected in the fees without the need for a separate agreement.
10.2. Unless expressly stated otherwise, if a fee is foreseen for any transaction, the transaction fee shall be collected from the User’s Payment Account; if the fee is collected within the scope of a Payment Transaction for transferring a certain amount, no deduction shall be made from the transferred amount, and if the remaining balance in the Payment Account after the transfer is less than the applicable transaction fee, Morpara may reject the Payment Transaction.
10.3. Morpara may unilaterally amend or increase the fees applicable to products, services, and transactions in accordance with the amendment provisions set out in the relevant Legislation. Corporate Users must keep the information and documents provided to Morpara under this Agreement accurate and up to date in order to receive notifications regarding fee changes.
10.4. If the User requests additional information, more frequent reporting, or delivery of information through methods other than those specified in this Agreement, Morpara may charge the User a fee, expense, or commission not exceeding the cost of such service.
11. CURRENCY OF PAYMENT TRANSACTION
11.1. Payment transactions where both parties are located in Türkiye and where payment service providers operating in Türkiye are used shall be conducted only in Turkish Lira.
11.2. For payment transactions where one of the parties is located abroad, or for transactions permitted in foreign currency under the Legislation, such transactions shall be carried out in the currency determined by Morpara within the scope of the relevant Service, provided that it complies with the Legislation. The reference exchange rate shall be calculated by increasing the relevant exchange rate announced by the Central Bank by a certain percentage. In foreign currency transactions, exchange rate fluctuations cannot be controlled by Morpara; therefore, calculations are made based on the exchange rate applicable on the date of the transaction and applied immediately. The Turkish Lira equivalent of the foreign currency applied by Morpara is shown on the receipt related to the relevant Payment Transaction. In cases where it is mandatory under the Legislation to provide information regarding fees and exchange rates prior to the transaction, the User shall be deemed to have accepted the relevant Service in light of such information.
12. ERRONEOUS OR UNAUTHORIZED TRANSACTIONS
12.1. The Corporate User may request correction of a Payment Transaction that they have not authorized or that has been executed erroneously, by notifying Morpara immediately upon learning of the transaction. The request for correction must be made within 13 (thirteen) months from the date of the Payment Transaction. Morpara will fulfill the Corporate User's request for correction as soon as possible.
12.2. In cases where Morpara suspects fraudulent or unauthorized use of the Payment Instrument, it will suspend the Corporate User's Payment Instrument and, except in cases where there are provisions in other laws preventing disclosure or objective reasons threatening security, will inform the Corporate User, who is the Sender, of the reason for the suspension in accordance with the legislation. When the reason for suspending the Payment Instrument is eliminated, Morpara will reactivate the Payment Instrument with the approval of the Corporate User, who is the Sender, or provide the Corporate User, who is the Sender, with a new Payment Instrument.
12.3. The Corporate User is obligated to take necessary security measures from the moment they receive the Payment Instrument or gain access to and use the Payment Instrument. The Corporate User is obligated to take necessary precautions to protect Customer Security Information related to the Payment Instrument and to use the Payment Instrument in accordance with its issuance and usage conditions. If the Payment Instrument is lost, stolen, or if the User becomes aware of any transaction that occurred against their will, they must immediately notify Morpara.
12.4. In the event that a lost or stolen Payment Instrument is used, or if the Payment Instrument is used by others due to improper safeguarding of User Security Information, the Corporate User is liable for damages up to 250 (two hundred and fifty) Turkish Lira arising from unauthorized payment transactions that occurred within 24 (twenty-four) hours prior to the notification made pursuant to Article 12.3. The Corporate User cannot be held liable for unauthorized payment transactions that occurred after the notification made pursuant to Article 12.3.
12.5. In the event of an erroneous or unauthorized Payment Transaction, the Corporate User is liable for all damages arising from fraudulent use of the Payment Instrument, or intentionally or grossly failing to take necessary precautions to protect the security information related to the Payment Instrument, or failing to use the Payment Instrument in accordance with its issuance and usage conditions. In this context, the Corporate User is obligated to take measures such as regularly logging into their Morpara Account to check account activity, using strong passwords, and storing the payment instrument in a secure location.
12.6. If the Corporate User has strong suspicions that the matters mentioned in Article 12.4 have occurred, Morpara reserves the right to conduct an investigation, limited to a reasonable period of time, before making any corrections to the transaction.
12.7. If Morpara approves the User's request for correction, the relevant transaction fee will not be transferred to the Buyer and will be refunded directly to the User by Morpara as soon as possible. In the case of a chargeback, this process will be carried out in accordance with the procedures and rules determined by the relevant bank or financial institution. If the transaction fee has already been transferred to the Buyer at the time the Corporate User notifies Morpara of their request for correction, Morpara will request the Buyer to return the relevant amounts to the User. If the Buyer agrees to return the relevant amount to the User, this amount will be refunded to the User. If the Buyer does not agree to return the relevant amount to the User, Morpara's responsibility for the refund will cease, and the User will need to request the amount transferred to the Buyer as a result of the Payment Transaction directly from the Buyer.
12.8. In Payment Transactions where the Payment Order is issued by the Corporate User, Morpara is responsible to the Corporate User for the correct execution of the Payment Transaction. Morpara shall be relieved of liability if the Buyer's payment service provider proves that the payment amount was received in accordance with the Regulations, and the Buyer's payment service provider shall be responsible for the correct execution of the Payment Transaction.
12.9. In cases where Morpara is liable under Article 12.8, it shall promptly return the uncompleted or incorrectly executed portion of the Payment Transaction to the Corporate User and restore the Payment Account to its original state if the amount has been deducted. In cases of uncompleted or incorrectly executed Payment Transactions where the Payment Order was issued by the Corporate User, Morpara, regardless of whether it is liable under Article 12.8, shall, upon request, conduct the necessary investigations to determine the reasons for the non-compliance or incorrect execution of the Payment Transaction and inform the Corporate User of the results; no fee shall be charged to the Corporate User for this process.
12.10. In the event of a Chargeback, the Corporate User undertakes to pay all costs and fees arising from this situation. These charges and fees will be subject to the procedures and rules determined by the relevant bank, financial institution, or payment service provider. Morpara will provide the Corporate User with an invoice for the relevant chargeback costs, and the Corporate User undertakes to pay the stated amount upon receipt of the invoice.
13. USER DEVICE REQUIRED FEATURES
13.1. To utilize the Services offered by Morpara, the Authorized Person must possess devices that allow access to the Mobile Application/Service Interface and the Admin Panel, and that enable them to use the Mobile Application.
13.2. To effectively use the Morpara Website and the Admin Panel assigned to them, the User must possess a desktop computer, laptop, tablet, smartphone, or similar device with internet access and a browser that allows browsing basic websites.
13.3. If the Corporate User is granted access to their Payment Account via the Mobile Application, the Authorized Person must use a smartphone with internet access to use the Mobile Application. It is recommended that smartphones run on iOS, Android, Huawei, or other operating systems that allow secure use of the Mobile Application. The Mobile Application must be installed via the relevant app store for each mobile device. The phone must have sufficient memory to install the Mobile Application. Morpara may request updates to the Mobile Application to improve the customer experience. If the Mobile Application is updated, the smartphone used must have an operating system capable of allowing these updates. Morpara may update the Mobile Application and discontinue service on previous versions without notifying the Corporate User if it deems necessary; in this case, the Corporate User must also perform the necessary updates on their device, otherwise the Mobile Application will become unusable.
13.4. When using the Mobile Application, the Authorized Person is responsible for (i) ensuring the security of their device's internet connection, (ii) installing and using antivirus software that secures the device, (iii) taking necessary precautions to prevent the device from falling into the hands of third parties, and (iv) keeping all software (including the operating system) of their device up-to-date. Morpara will not be liable for any damage that may arise from the unauthorized use or control of the device used by the Corporate User to access the Mobile Application.
13.5. Corporate Users, Authorized Persons, and employees acknowledge, declare, and undertake to take all necessary precautions to prevent the sending or use of viruses, spyware, malicious software, Trojan horses, and similar materials that could damage the Mobile Application/Service Interface/Administration Panel or any devices, hardware, and software used by Morpara, or any part thereof, during transactions made using the Mobile Application. In this context, the Authorized Person of the Corporate User, by becoming a member of the Mobile Application, is deemed to have accepted responsibility for all errors (including but not limited to spam, viruses, and Trojan horses) that may occur in their software and operating systems, and for all direct or indirect consequences thereof.
14. SERVICES TO BE PROVIDED
14.1. ISSUANCE AND REPAYMENT OF ELECTRONIC MONEY
14.1.1. After the Corporate User transfers funds to their payment account with Morpara for the issuance of Electronic Money, Morpara will issue the Electronic Money without delay. The User will be able to access the receipt showing the amount of funds received by Morpara in exchange for the Electronic Money via the Mobile Application or request it to be sent to them via a permanent data storage medium.
14.1.2. No interest will be charged on the funds received in exchange for the Electronic Money, and the customer will not receive any benefit depending on the duration and amount of the Electronic Money held.
14.1.3. The Corporate User may request the repayment of part or all of the Electronic Money. Morpara is obligated to process the repayment of the equivalent amount of Funds corresponding to the Electronic Money upon the User's request without delay and in any case no later than the end of the next business day after receiving the request, subject to the relevant provisions of this Agreement and the powers and obligations imposed by the Legislation.
14.1.4. Morpara may charge a fee proportional to the cost of this transaction for the repayment of Electronic Money to the Corporate User if (i) the request is made before the termination of this Agreement, (ii) the request is made before the expiration date specified in Article 14.1.7, and (iii) the request is made more than one year after the expiration date specified in Article 14.1.7.
14.1.5. Morpara may require that the Funds corresponding to the Electronic Money be paid to a bank account linked to the User's Morpara Account. In cases where the Electronic Money Fund is paid by credit card, the refund of the electronic money can only be made to the same credit card account. If the Corporate User's approval for the Payment Transaction is given via an IT/electronic communication device, and the payment is made to an IT/electronic communication operator acting solely as an intermediary between the Corporate User and the provider of goods/services, and the payment is reflected on the invoice issued by the IT/electronic communication operator, the refund of the Electronic Money can only be made by reflecting it on the invoice. If the credit card or line is canceled before the refund, the refund of the Electronic Money can also be made to a Payment Account opened in the name of the fund depositor.
14.1.6. In cases where the Corporate User requests the refund of the Electronic Money to an account at a Bank, another electronic money institution, or a payment service provider, or requests cash refund via an ATM, Morpara cannot be held responsible for delays caused by the relevant Bank or other institution.
14.1.7. The expiry date of the Electronic Money is the date on which a period of 1 (one) year following the last transaction (withdrawal, deposit, payment, etc.) made by the Corporate User in their account expires.
14.2. PAYMENT SERVICES
14.2.1. Subject to Morpara having obtained an operating license, the services offered by Morpara under this Agreement include (i) all transactions necessary for the operation of the payment account, including services enabling deposits and withdrawals from the payment account; (ii) money transfers, including one-time direct debit transactions, payment transactions made with a payment card or similar instrument, and regular payment orders, involving the transfer of funds in the Corporate User's payment account held with Morpara. (iii) Each of the services of issuing or accepting a payment instrument shall be considered a "Payment Service".
14.2.2. The provision of Payment Services is subject to the request or approval of the Corporate User. The Corporate User shall give approval for a Payment Transaction or a series of Payment Transactions in accordance with the method and procedure agreed upon with Morpara. A Payment Transaction shall be deemed authorized upon the Corporate User's approval of the Payment Transaction. The Corporate User shall be deemed to have accepted the terms and conditions in this Agreement, the relevant Legislation, and/or the terms and conditions notified to them at the stage of requesting or approving the Payment Service through the Mobile Application. Approval for the Payment Transaction shall be given before the Payment Transaction takes place, or, if agreed upon between the Parties, after the Payment Transaction takes place, in accordance with the agreed method. A Payment Transaction not approved in accordance with the agreed method shall be deemed unauthorized. The Corporate User shall not give approval before the periods specified in articles 14.2.6 and 14.2.8, in accordance with the method agreed upon with Morpara. This method can be used to revoke approval. If approval for multiple payment transactions is revoked, future payments will be considered unauthorized.
14.2.3. Corporate Users may transfer funds to their Payment Account only by using bank accounts, credit cards, debit cards, and other payment methods for which they are legally entitled and authorized to use Payment Services. The Corporate User is obligated to compensate Morpara for all damages it may suffer due to claims that third parties may bring against Morpara due to the unlawful use of payment methods.
14.2.4. Provided that the Corporate User fulfills the conditions stipulated in the Agreement, Morpara cannot refuse to initiate or execute a payment order, regardless of whether the Payment Transaction is initiated by the Sender or the Receiver, unless the execution of the Payment Transaction constitutes a violation of Law No. 5549 and other legislation, unless there is a contrary provision in the legislation, or unless there is a justifiable reason. If Morpara refuses to initiate or execute a payment order, except in cases where there are provisions in other laws preventing the disclosure of information or objective reasons threatening security, it will notify the Corporate User of the reason for the refusal and, if any, how the errors causing the refusal can be corrected, as soon as possible and in any case no later than the end of the business day following receipt of the payment order, via the Mobile Application and other Contact Information registered with Morpara.
14.2.5. Morpara undertakes to transfer a certain amount stipulated for that Payment Service to the Recipient, provided that the Corporate User approves it within the scope of the Payment Service. The Corporate User accepts that if they approve the execution of the Payment Transaction via the Mobile Application and/or via communication tools such as phone, tablet, computer, etc., as agreed with Morpara, Morpara will be deemed authorized to complete the Payment Transaction.
14.2.6. The moment the Payment Order reaches Morpara from the Corporate User is considered the moment the Payment Order is received. If the Payment Order is received outside of a business day, it will be considered received on the next business day. Morpara may also process Payment Orders received outside of business days on the same day. Morpara reserves the right to set a maximum time for receiving a Payment Order within a business day; in such a case, a Payment Order received after the set time will be considered received on the next business day. If a Corporate User issues a Payment Order for payment to be made on a specific day at the end of a specific period (e.g., setting up automatic payment instructions for invoices or membership fees, etc.), the agreed-upon day will be considered the time for receiving the Payment Order. If the agreed-upon day is not a business day for Morpara, the Payment Order will be considered received on the next business day. In this context, the User can retrieve the Payment Order no later than the end of the business day preceding the agreed-upon payment date.
14.2.7. Payment transactions made by the Corporate User in accordance with the Identifier specified during the approval of the Payment Service are considered to have been made to the correct Recipient. Morpara cannot be held responsible for the non-compliance or erroneous processing of the Payment Transaction if the Identifier specified by the Corporate User is incorrect. Morpara may charge the Corporate User a reasonable fee proportionate to the costs incurred for the recovery of the Funds. In the event that the Funds subject to the erroneous payment transaction cannot be recovered, Morpara will provide the Corporate User with all relevant information and documents in its possession that the Corporate User may use to pursue legal action to recover the Funds, upon written request.
14.2.8. Once a Payment Order is transmitted by the Corporate User, it cannot be reclaimed by the Corporate User unless otherwise agreed upon between the Parties. In cases where the Payment Transaction is initiated by the Recipient, through the Recipient, or by the payment order initiation service provider, the Corporate User cannot revoke the Payment Order after transmitting it to Morpara or after giving Morpara approval for the execution of the Payment Transaction. In the case of a Payment Transaction made using the direct debit method, the Corporate User may revoke the payment order no later than the end of the business day preceding the agreed-upon date for the debiting of the funds to the account. After the periods specified in this clause have expired, the revocation of the Payment Order is subject to the agreement of the Parties. The Recipient's approval is required for the Corporate User to revoke the Payment Transaction after the deadline. Morpara may charge a fee for the revocation of the Payment Order, limited to the costs incurred.
14.2.9. The limits related to the Payment Instruments provided to the Corporate User under this Agreement are set out in the Fees and Limits table located at https://www.morpara.com/ucret-ve-limitler/, which is an annex and integral part of this Agreement.
14.2.10. No interest may be charged on the Payment Account, and no benefits tied to a specific period or amount may be provided to the Corporate User.
14.3. CARDS
14.3.1. The Corporate User may access their Morpara Account with the Card assigned to their Payment Account, issue payment instructions through their authorized representatives, and make purchases of goods and/or services.
14.3.2. The Corporate User may make payments for products and services with the Card, withdraw cash from the Electronic Money in the Payment Account after it has been converted into Funds; and use it for payment and money transfer transactions, and for Payment Services at banks and ATMs. All or some of the transactions listed in this clause may be performed with the Cards offered by Morpara. These transactions may only be performed by the Corporate User's Authorized Persons.
14.3.3. The use of cards, clearing and offset transactions are subject to the Law, the regulations subject to the Law and other relevant legislation. If there is any change in the legislation, the changes will be implemented as of the effective date.
14.3.4. The responsibility of the Corporate User arising from the use of the Card will begin from the moment the Card is physically delivered to the authorized representative or the (virtual) card/wallet information that does not have a physical existence is transmitted to the Corporate User, and the User is obliged to take the necessary security measures regarding the Card from this moment on. The Card can be accessed via a mobile phone, etc., which may enable the use of the Card due to the recording of the Card information. It is the responsibility of the Corporate User to securely protect information regarding the code number, password or other identifying methods for the use of electronic devices and the Card, and to take precautions to prevent its use by others.
14.3.5. Since balances that are used in urban public transportation and transit systems to contracted areas (such as museums and historical sites) but are not immediately reflected in the transaction limit cannot be detected, the relevant balance cannot be returned to the Corporate User in case the Card becomes unusable due to reasons such as loss/stolen/tampering or the relevant service cannot be used.
14.3.6. Debt and credit records arising from the use of the Card abroad are reported to Morpara in foreign currency through the relevant Card Scheme, and the expenses, together with the relevant commissions and expenses, are converted and reflected into Turkish Lira at the foreign exchange sales rate determined by Morpara in accordance with the Legislation provisions on the date they are recorded in the Corporate User's account, or at the monthly average rate to be determined for such expenses. In this case, the reference exchange rate for the relevant transaction is determined by the Card Scheme.
14.3.7. In case the Card given to the Corporate User within the scope of this Agreement is used in One-Time Payment Transactions, Morpara is not obliged to provide the information given or to be given to the Corporate User on the basis of a framework agreement made with another payment service provider, but upon the request of the Corporate User, it will provide the Corporate User with information regarding the maximum completion time of the Payment Transaction and the breakdown of the total fees and charges to be paid in relation to the Payment Transaction in question, and immediately after the Payment Account of the Corporate User is debited, in case the Payment Account is not used, Morpara It will provide the following information to the Corporate User immediately upon receipt of the order:
a) Reference number of the payment transaction and information about the recipient,
b) Payment Transaction amount in the currency in which the Corporate User's Payment Account is debited or in the currency specified in the payment order,
c) A breakdown of the total fees and charges to be paid by the Sender for the Payment Transaction,
d) If available, the exchange rate information applied in the Payment Transaction and the amount of the payment transaction calculated using this exchange rate,
e) Information regarding the date on which the Payment Order was received or the Corporate User's Account was debited.
In this context, the Corporate User reserves the right to request that these notifications be stored and used without alteration, free of charge, through methods to be determined, and at least once a month.
14.3.8. In card-based payment transactions initiated by or through the Recipient, if the exact amount of the transaction is not known at the time the Sender, acting as the Corporate User, approves the Payment Transaction, Morpara may block the Funds in the Corporate User's Payment Account only after the User has given approval for the exact amount to be blocked.
15. CONFIDENTIALITY
15.1. The Parties declare and undertake that they will continuously keep confidential all information ("Confidential Information") obtained from the other Party in any way within the scope of this Agreement, will not use it for any purpose other than that specified in the Agreement, and will not disclose this information to third parties (except for legal obligations) without the written consent of the relevant Party, treating it as confidential information. The right of the Party that suffers damage in case of disclosure is reserved.
15.2. Morpara shall not disclose any information in accordance with applicable legislation and/or any court order, directive, instruction, written statement, inquiry, request for information or documents, subpoena, request for civil investigation, etc. Morpara may be obligated to disclose the Confidential Information of Corporate Users within the scope of legal or judicial proceedings. In such a case, Morpara's disclosure will be considered within the scope of legal obligations, and Morpara will not be deemed to have violated the provisions of this clause.
15.3. The Corporate User is responsible for protecting the Morpara Account (including the relevant username and password), the Payment Instrument it possesses, and Sensitive Customer Data created for the use of the Services, and the Corporate User will not share them with third parties for any reason whatsoever. In the event of loss, theft, or unauthorized use of the aforementioned information or Payment Instrument, the Corporate User will immediately notify Morpara. The Corporate User is responsible for any damages that may arise due to the negligence of Authorized Persons and employees or the granting of access to unauthorized persons.
15.4. The confidentiality clause is a commitment independent of the Agreement and will remain in effect even after the termination of this Agreement for any reason.
15.5. Corporate Users are solely responsible for ensuring the security of the infrastructure they use for integration with their own systems and access to the Services, and for taking all necessary security measures to protect confidential data within their own systems.
16. PERSONAL DATA PROTECTION
16.1. Within the scope of Law No. 6698 on the Protection of Personal Data, Morpara publishes, via the Website and/or Mobile Application, an information notice containing the purposes for which Personal Data belonging to the Corporate User’s Authorized Persons, employees, or natural persons involved in transactions are processed, to whom and for which purposes such data is transferred, the legal grounds for processing activities, and the rights of data subjects under Article 11 of the Law; and where necessary, publishes the relevant explicit consent forms.
The Corporate User declares that its Authorized Persons have been informed, prior to the conclusion of this Agreement and during the account opening stage, regarding the personal data shared with Morpara through the relevant information notice, and that it has informed the data subjects within its organization (e.g. its representatives and employees) accordingly.
16.2. Morpara hereby accepts, declares, and undertakes that it has taken commercially reasonable administrative and technical measures for the protection of Personal Data transmitted to it by the Corporate User and, where necessary, for its transfer.
16.3. In cases where Personal Data of Customers, Authorized Persons, Employees, or third parties is shared with Morpara by the Corporate User, the Corporate User agrees, declares, and undertakes that all personal data it shares has been obtained in compliance with Law No. 6698 on the Protection of Personal Data and its secondary legislation, as well as other applicable secondary regulations and decisions of the Personal Data Protection Board (“KVK Legislation”); that it has fulfilled its obligations towards the relevant data subjects arising from the KVK Legislation; that it has obtained consent, where required, for the processing of such data by Morpara for the purpose of performing the Agreement; that it will act in compliance with the provisions of the KVK Legislation during the performance of the Agreement; that it will inform its Authorized Persons, employees, and, if any, subcontractor personnel regarding the matters set forth under this Article relating to the processing of Personal Data; that it will notify Morpara as soon as possible if any Personal Data it shares has been obtained or shared unlawfully; and that it shall compensate in cash and in a lump sum, upon Morpara’s first demand, any and all damages that Morpara may incur due to such circumstances. For all personal data mentioned under this Article, the data controller shall be the Corporate User.
16.4. Morpara may unilaterally update the rules regarding the processing of Personal Data in accordance with changes in legislation or internal regulations.
17. ESTABLISHMENT, EFFECTIVENESS AND DURATION OF THE AGREEMENT
17.1. The parties acknowledge that there is no disproportion between the obligations agreed upon in this Agreement, that the mutual obligations are appropriate to the nature of the work, and that they have no lack of experience in the transactions covered by this Agreement. The Corporate User declares that it is fully convinced that the transactions included in this Agreement are in line with its commercial and economic interests, that it has carefully examined all the terms and conditions of its own free will, and that it accepts all conditions of its own free will, without any coercion. The parties acknowledge that the provisions of this Agreement do not contain any features that could be considered unfair terms and that there is no unfairness in terms of the balance of interests. The provisions of this Agreement have been prepared in accordance with the Turkish Code of Obligations No. 6098 and general principles. The provisions regarding consumer protection apply only to individual users and are not applied by analogy to this Agreement. The binding nature and content control stipulated in Article 21 of the Turkish Code of Obligations No. 6098 have been carried out by the Corporate User. None of the provisions of this Agreement are of a nature that is foreign to the nature of this Agreement and the specifics of the business (surprising conditions). The provisions of this Agreement are written clearly and understandably and do not express multiple meanings.
17.2. This Agreement shall enter into force upon the activation of the Corporate Payment Account to be opened by Morpara in the name of the Corporate User, after the Corporate User has submitted all necessary documents for the establishment of a continuous business relationship within the scope of MASAK (Financial Crimes Investigation Board) legislation and Morpara has completed its review and evaluation. The publication of this Agreement on the website, the acceptance of the Agreement by the Corporate User, and the submission of the documents requested from the Corporate User for the establishment of the Agreement do not constitute a commitment by Morpara for the establishment of the Agreement.
17.3. This Agreement, 17.2. Subject to the provisions of this clause, this Agreement will be established using a Remote Communication Tool. The Remote Communication Tool used for the establishment of this Agreement is the Internet. In the event of any disruption during the establishment of the Agreement via the Internet as the Remote Communication Tool, the process will continue from where it left off after the problem is resolved, if technically possible; however, if this is not possible, the process will be restarted. The information, documents, and records obtained within the scope of the Remote Communication Tool will be stored under the minimum security measures stipulated by the legislation and for 10 (ten) years from the termination of the Agreement. The Corporate User has the right to access this information, documents, and records if requested.
17.4. This Agreement shall remain in effect unless terminated unilaterally or by mutual agreement by Morpara or the Corporate User, without being bound by a specific period.
18. REMOTE COMMUNICATION TOOL
18.1. If this Agreement is established using a "Remote Communication Tool," it shall be established upon the Corporate User's approval of this Agreement text via the digital application and approval platform operated by Morpara.
18.2. Following the electronic approval carried out by the Corporate User through Morpara's application portal, the date, time, and channel information recorded in Morpara's log records shall constitute a record verifying the moment this Agreement was established and the Remote Communication Tool used.
18.3. The Corporate User is responsible for the security and functionality of the Remote Communication Tool and internet connection used during the approval process. They are obligated to verify the accuracy of the information entered in the application form before giving approval and are personally responsible for any consequences arising from incorrect or incomplete information.
18.4. In the event of any technical malfunction, connection interruption, or failure to complete the approval process in the Remote Communication Tool, the validity of the Agreement shall be determined according to the following conditions:
(a) If the approval process does not reach the Morpara system, the agreement shall be deemed not established. Morpara will inform the Corporate User within 5 business days at the latest if it detects this situation. (b) Whether the approval process has reached the Morpara system will be determined based on Morpara's system records. If the Corporate User claims otherwise, the burden of proof will be evaluated within the framework of the evidence agreement provision in Article 31 of the Agreement. (c) If it is determined that the malfunction originated from Morpara's own system, Morpara may offer an alternative approval channel for the Corporate User to repeat the process. (d) Morpara shall not be held liable for malfunctions originating from the Corporate User (device malfunction, internet outage, etc.).
18.5. Within the scope of this article, "Remote Communication Record" refers to the following data related to the contract formation process:
i. Information entered by the Corporate User into the application form and the date and time this information was transmitted to the system,
ii. The date, time, channel, and the current IP address of the Merchant at the time the approval process took place,
iii. iv. System log confirming receipt of the contract text to the Corporate User.
18.6. Morpara stores the Remote Communication Record in accordance with the principles of confidentiality, integrity, and accessibility, and in a way that protects it against unauthorized access. The Remote Communication Record shall be stored for a minimum of 10 (ten) years from the date of termination of this Agreement. If any dispute or administrative process regarding the relevant records has been initiated before the expiration of the storage period, the records shall continue to be stored until the conclusion of this process.
18.7. The Corporate User may object in writing to Morpara if they believe there are errors or omissions in the Remote Communication Record.
18.8. Morpara processes the Remote Communication Record only for the purposes of fulfilling the obligations under this Agreement, resolving disputes, and meeting legal obligations. It may not share this information with third parties without the explicit consent of the Corporate User, except for orders from authorized official authorities and information that is legally required to be disclosed.
18.9. If Morpara detects any errors or omissions in the remote communication records, it will notify the Corporate User within 5 business days.
19. TERMINATION OF THE AGREEMENT
19.1. The parties may terminate this Agreement by giving written notice at least one (1) month in advance. However, Morpara has the right to terminate the Agreement immediately in cases where it is determined, or strongly suspected, that the Corporate User is using the Services provided by Morpara for purposes contrary to the contract, laws, or morals, or within the scope of obligations arising from legislation, or due to extraordinary circumstances affecting the provision of the service.
19.2. In case of termination of the Agreement, Morpara may request a termination fee limited to the costs incurred by Morpara in relation to this Agreement and the services provided under this Agreement, and directly attributable to the Corporate User. No fee may be requested for termination after one year. The termination conditions agreed upon in contracts concluded regarding the services are reserved.
19.3. If the Corporate User has made a prepayment for the use of the Services, the excess amount paid will be refunded to the Corporate User upon termination.
19.4. If either Party breaches its contractual obligations and, despite a request from the other Party to rectify the breach, the breach is not rectified within 1 (one) week following the date of receipt of the request, this Agreement may be terminated immediately without compensation by the sending Party upon written notice.
19.5. If it is determined that the Corporate User or Authorized Person is using the Service offered by Morpara for purposes contrary to law or morality, or is providing goods or services contrary to law or morality, or if Morpara is obligated to do so under the Legislation, this Agreement may be terminated immediately by Morpara without any compensation.
19.6. If Morpara's operating license under the Law is terminated for any reason, this Agreement will be terminated by Morpara upon notification, without incurring any compensation obligation to Morpara. In such a case, upon the request of the Corporate User as the electronic money user, Morpara will promptly carry out the procedures for the repayment of the funds equivalent to the electronic money.
20. REFUND OF ELECTRONIC MONEY IN CASE OF TERMINATION OF THE AGREEMENT
20.1. In the event of termination of the Agreement for any reason, the amount of Funds corresponding to the issued Electronic Money will be sent to the Corporate User's bank account or credit card, as notified by the Corporate User when exercising its right of termination.
20.2. In the event of termination of the Agreement by Morpara, the Corporate User is obliged to notify Morpara of the bank account or payment institution information to which the amount of Funds corresponding to the issued Electronic Money will be returned within 1 (one) month following the date of notification of termination by Morpara; if the Agreement is terminated without notification by Morpara, within 1 (one) month following the termination. If the Corporate User fails to make this notification, Morpara is relieved of its obligation to return the amount of Funds corresponding to the issued Electronic Money by making a payment to a bank account or another payment institution account or a credit card previously notified by the Corporate User as belonging to it.
20.3. Morpara's rights and obligations under the legislation regarding the non-payment of the funds corresponding to the issued electronic money (asset freezing decisions, Morpara's exercise of its right of clearing and settlement, etc.) are reserved.
21. LIMITATION OF LIABILITY
21.1. Morpara shall only be liable for direct damages arising from its own breach of its obligations under this Agreement and shall not be liable for damages caused by a third party or Corporate User for which Morpara is not at fault.
21.2. Morpara shall not be liable for delays, failure to complete the Payment Transaction, or errors in the Payment Transaction beyond its control, or for damages resulting from circumstances beyond its control or foreseeable or preventable.
21.3. Morpara shall take the necessary measures to ensure the uninterrupted and secure provision of the Services undertaken within the scope of this Agreement. However, in the event that the services are temporarily suspended, delayed, or disrupted due to events beyond Morpara's control (systemic and technical problems and malfunctions; legal, judicial, Card System Organizations, administrative authority decisions and practices, government and public institutions and authorized authority/institution decisions, etc., or problems arising from third parties) in fulfilling Morpara's obligations under this Agreement, the Corporate User acknowledges and undertakes that it will not demand any payment, penalty, or compensation from Morpara under any name whatsoever, and that Morpara shall not be held liable.
22. APPLICABLE LAW, COMPLAINTS AND OBJECTIONS, DISPUTE RESOLUTION
22.1. This Agreement shall be exclusively governed by and construed in accordance with the laws of the Republic of Turkey. The Istanbul Central (Çağlayan) Courts and Enforcement Offices shall have jurisdiction in resolving any disputes arising from this Agreement.
22.2. The User may submit complaints and objections regarding the Services provided by Morpara by contacting Morpara's Call Center at +90 212 215 32 42. Morpara will review these complaints and inform the User within a maximum of 20 (twenty) business days.
23. NOTIFICATIONS
23.1. Morpara may require notification via a notary public if additional Identity Verification steps are necessary for certain requests. In this case, all amounts to be paid will be borne by the Corporate User.
23.2. All notifications to the Corporate User by Morpara will be made using the Contact Information provided by the Corporate User to Morpara. The Corporate User is obliged to immediately notify Morpara if the Contact Information provided to Morpara changes. If the User fails to notify Morpara of any changes to their Contact Information, Morpara will be deemed to have fulfilled its notification obligation by sending a notification using the Contact Information provided by the User.
24. FORCE MAJEURE
24.1. Events which did not exist and were not foreseeable at the date of signing of this Agreement, and which occur in a manner and to an extent that partially or completely, temporarily or permanently suspend the working capacity of the Parties or either Party, including but not limited to human-made and natural disasters, explosions, cyber-attacks, civil wars, wars, uprisings, public movements, declaration of mobilization, fire, strikes, lockouts, epidemics, and any legislative or administrative acts of public authorities, as well as any other circumstances beyond the control of the Parties (collectively referred to as “Force Majeure”), shall be deemed force majeure events.
If such Force Majeure events directly render Morpara unable to perform its contractual obligations and/or prevent Morpara from carrying out its activities under this Agreement, and if such circumstances prevent or delay the performance of Morpara’s obligations arising from this Agreement, Morpara shall not be held liable for the obligations and Services whose performance is prevented or delayed due to Force Majeure, and such situation shall not be considered a breach of this Agreement.In the event that the Force Majeure condition continues for more than fifteen (15) days, Morpara shall have the right to terminate this Agreement unilaterally and without any obligation to pay compensation.
25. CONTRACT AMENDMENTS
25.1. Morpara reserves the right to change the rules and conditions relating to these Services at any time. If such changes (whether made by Morpara or arising from the Law and other relevant legislation) cause a change in the terms of this Agreement (unless the legislative changes foresee a shorter period), the User will be notified 30 (thirty) days before the effective date of the change, including information on the scope of the change, its effective date, and the User's right to terminate the Agreement without any payment until the effective date.
25.2. If the User does not accept the aforementioned change, they may terminate the Agreement without any payment. If the User does not exercise their right to terminate within 30 (thirty) days of being notified of the change, the change will be deemed accepted. The User cannot make any claims against Morpara in this regard.
25.3. In cases where a reference exchange rate is applied, changes to the reference exchange rate that are in favor of the User shall take effect immediately without any notification from Morpara.
25.4. The Corporate User shall immediately notify Morpara in writing of any changes that may affect its status, such as title, field of activity, etc., and/or change its shareholding structure or field of activity, as well as the information and documents it has submitted under this Agreement. Morpara reserves the right to not accept the change and to terminate this Agreement immediately for just cause.
26. INVALIDITY AND INTEGRITY OF THE AGREEMENT
26.1. If one or more of the non-essential provisions of this Agreement are deemed partially or completely invalid or void due to law or an administrative decision, this shall not affect the validity of the remaining provisions of the Agreement.
26.2. This Agreement constitutes the entire Agreement existing between the Parties and supersedes and replaces all prior negotiations, statements, undertakings, agreements, and consents between the Parties regarding the subject matter of this Agreement. The annexes to this Agreement and all texts, pages, tables, lists, etc., referenced in this Agreement are an integral part of this Agreement.
27. ASSIGNMENT
27.1. The Corporate User may not assign or transfer, in whole or in part, its rights and obligations arising from this Agreement to third parties without the prior written consent of Morpara.
28. WAIVER
28.1. A waiver under this Agreement shall not be valid unless it is given in writing and signed by both the waiving party and the party for whose benefit the waiver is given. The failure of one Party to take any action in response to a breach of any provision of this Agreement by the other Party shall not constitute a waiver of the other Party's rights, and the other Party shall always retain the right to exercise its rights under this Agreement in the event of subsequent breaches. The failure of a Party to exercise any right under this Agreement within the prescribed time limit, or its exercise with delay, shall not constitute a waiver of that right by the Party, nor shall the partial exercise of any right or obligation prevent the subsequent exercise of the remaining right and obligation.
29. INDEPENDENCE
29.1. The relationship between the Parties is independent. Nothing in this Agreement shall be construed as creating or constituting an employer/employee, grantor/privilege, principal/agent, partnership or joint venture between the Parties.
30. STAMP DUTY
30.1. The stamp duty arising from the performance of this Agreement shall be borne by the Corporate.
31. EVIDENCE
31.1. The Parties accept, declare and undertake that in disputes that may arise from this Agreement, Morpara's books and records, computer records, electronic and system records kept in its database and servers, commercial records, fax messages, instant messaging application correspondence, e-mails, social media correspondence shall constitute valid, binding, conclusive and exclusive evidence and that these shall be of the nature of a conclusive evidence agreement within the meaning of Article 193 of the Code of Civil Procedure.
32. TRANSACTIONS MADE THROUGH THE WEBSITE AND/OR MOBILE APPLICATION
32.1. Transactions made through the Website and/or Mobile Application that constitute declarations of intent shall be accepted as binding declarations of intent for the Parties in accordance with the Turkish Code of Obligations No. 6098 and other relevant legislation in force.
33. SIGNATURE
33.1. This Agreement consists of 33 (thirty-three) articles and has been mutually approved by the parties and entered into force as of now. The parties declare that they have read, understood and freely approved and accepted the provisions of the Agreement.
A ÖDEME VE ELEKTRONİK PARA HİZMETLERİ A.Ş.
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Ersun KUTLU Authorized Person
| Hakan ÖZAT Authorized Person
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