UPT GENERAL PAYMENT SERVICES AGREEMENT (RETAIL CUSTOMER)

This Agreement has been entered into by and between UPT Ödeme Hizmetleri Ve Elektronik Para A.Ş. and the "Customer" whose details are set out below by means of execution in writing or by means of electronic afaapproval.

If methods are used that allow electronic approval in case of distant transactions carried out via remote communication means or one-to-one, this document shall be electronically approved without the need for handwritten signature.

1. Definitions and Interpretation

1.1.Definitions

For the purposes of this GPSA (General Payment Services Agreement), the terms used shall have the following meanings:

Agreement

shall refer to any agreement concluded between the Customer and UPT for the provision of payment- and electronic money-related services, including, but not limited to, the GPSA for retail customers, including information on the Websites, and other Terms and documents (supplements, agreements, rules, statements, etc.), if any, referred to in the GPSA for retail customers;

REMOTE COMMUNICATION INSTRUMENT: shall mean all kinds of instruments or environments allowing the conclusion of contracts without face-to-face contact such as letters, catalogues, phone, fax, radio, TV, e-mail message, internet, short message services;

Customer Information Form (CIF)

shall refer to a form sent to the customer via Courier, documenting that a wet signature specimen has been obtained and that identity and address confirmation has been performed;

Account

shall refer to any electronic money account held with UPT in the name of the Customer and used for the performance of Payment Transactions;

European Account

shall refer to the EURO and GBP account created with UPT on behalf of the customer through a partner in Europe, allowing the convenience of receiving payments from Europe;

Available Balance

shall refer to the amount in the Account that the Customer may freely use, taking into account the possible objection records and blocked amounts;

Balance

shall refer to the amount kept in the Account at any point in time. This balance shows the amount currently available in the account on a 24/7/365 basis.

Beneficiary

shall refer to the person who is the recipient of the amounts to which any Payment Transaction relates;

Date of Recording

shall refer to the date on which any Payment Transaction and the resulting change in the Balance is processed in the Account;

Business Day

shall refer to any day, except Saturdays, Sundays and public holidays in Turkey;

Channel

shall refer to the mobile payment services channel (UPTION) or any other secure online system made available to Customers by UPT;

Customer

shall refer to a natural person who is registered in the UPT system and has created a profile;

Customer Identification

shall refer to the identification of the person who intends to become a customer of UPT within the scope of the process stipulated in the system;

Commission Fee

shall refer to the fee charged by UPT for any Payment Transaction and (or) related services;

Terms and Conditions

shall refer to the UPT Terms and Conditions for the Payment Services included in the scope of this GPSA;

Transfer of Receivables

shall refer to a Payment Transaction in which amounts are transferred from the Account to any electronic money account of the payee/creditor at the discretion of the payer/debtor who is a customer of UPT;

Closing Time

shall refer to any time during a Business Day at which UPT must receive any Payment Order, Payment Transaction or other instruction or communication in order for UPT to initiate the execution of such instruction on the same Business Day;

Electronic Money (also referred to as funds under this GPSA)

shall refer to the monetary value corresponding to the value of the amounts received by UPT from its Customers and stored electronically in the Account. The Electronic Money kept in the relevant Account also represents the size of the Customer's receivables with UPT as the Account holder.

Fraud

shall refer to the Unauthorized Payment Transactions whose initiation involves the manipulation of the Customer. Unauthorized Payment Transactions may result from the loss, theft or misuse of Personalized Security Features or the loss of other sensitive payment data.

GPSA

shall refer to this General Payment Services Agreement;

Parties

shall refer to the Customer and UPT;

Payment Transaction

shall refer to any transaction involving the deposit, transfer or withdrawal of amounts initiated by or on behalf of and for the account of the payer/debtor or by the payee/creditor, regardless of the underlying obligations between the payer/debtor and the payee/creditor;

Payment Instrument

shall refer to the personalized device(s) agreed between UPT and the Customer and used to initiate the Payment Order;

Payment Order

shall refer to the payment instruction given by the Customer to UPT requesting the performance of the Payment Transaction;

Payment Services

The payment services provided by UPT to the Customer under the Agreement include the following:

Personalized Security Features

Confidential information used to verify the identity of the Customer, which has the following characteristics: One-time personalized code sent to the Customer via SMS, long-term password and user ID created by the Customer for the purpose of accessing the Account and/or authorizing Payment Orders. In order to log in to the UPT payment platform, the Customer will need to enter the user ID, password and one-time password sent via SMS. UPT shall be entitled to decide on the type of Personalized Security Features to be configured and may change such type at any time if deemed necessary.

Profile

shall refer to the online profile created by UPT in the System for a specific Customer after the Customer has registered.

Unlimited Customer

shall refer to the profile that has completed the identification process by using remote access method or physical methods in accordance with Law No. 5549 and its secondary regulations and has given its consent to the GPSA.

Statement (or Account Statement)

shall refer to the information provided by UPT in relation to any Account, Account Balance, Payment Transactions performed, Payment Orders issued, etc.

System

shall refer to UPT's online payment platform, which is available and can be accessed by the Customer via the Website or UPT mobile application and will be used by the Customer for initiating Payment Transactions, checking the Account Balance, executed Payment Transactions and other information related to the Account.

Tariffs

shall refer to all prices, fees, commissions, expenses and charges relating to the Payment Services set out in the Tariffs and Terms and Conditions.

Tariffs and Terms and Conditions

shall refer to the document(s) setting out UPT's tariffs and additional terms and conditions in relation to the Payment Services.

Unique Identifier

shall refer to the combination of letters, numbers or symbols assigned by UPT to the Customer by which the Customer or its Account can be identified. E.g. account IBAN.

Debit Card

shall refer to the physical and virtual card allowing cash withdrawals from ATMs, deposits from ATMs or purchases through physical and virtual POS devices, which is linked to the customer's account.

UPT

shall refer to UPT Ödeme Hizmetleri ve Elektronik Para A.Ş. established and existing under the laws of the Republic of Turkey, bearing the tax number of 8930282990 and having its business headquarters at the address of Esentepe Mah. Kore Şehitleri Cad. No:8/1 Şişli/ Istanbul.

Value Date

shall refer to the date on which the Payment Transaction is taken into account in relation to the interest calculation (if applicable).

Cut-off hours

shall refer to the closing times of the relevant transactions.

Virus

shall refer to any virus or any other software routine designed to allow any unauthorized person to gain access to or use any computer system, to render such system useless, damaged or corrupted, or to disrupt or impair its normal use.

Website

shall refer to www.upt.com.tr and www.uption.com.tr.

  1. 1.2.Interpretationsome text
    1. 1.2.1.Unless explicitly required otherwise by the context, references to the Agreement shall be construed as references to any annex to the Agreement and references to any provision of the Agreement shall be construed as references to any provision of that Agreement.
    2. 1.2.2.The headings in the Agreement are for convenience of reference only.
    3. 1.2.3.Unless specified otherwise, references under the Agreement to the following terms shall be construed as follows:

The term "person" includes any natural person; and the terms "include/includes", "including" and "included" shall be deemed to be used in conjunction with the phrase "without limitation". Reference to any contract, Terms, Conditions, guidelines or document constitutes a reference to such contract, Terms, conditions, guidelines or document as amended, supplemented or re-enacted from time to time.

  1. 2.General Terms and Conditionssome text
    1. 2.1.Language

The Customer and UPT hereby acknowledge and agree that the Agreement has been issued in Turkish and English languages as set forth on the Website, provided, however, that in the event of any dispute between the Customer and UPT arising out of this Agreement, the Turkish version shall prevail.

  1. 2.2.Subjectsome text
    1. 2.2.1.The GPSA sets forth the general terms and conditions agreed between the Customer and UPT and applicable to all Payment Services offered by UPT.
    2. 2.2.2.The GPSA shall enter into force and be valid for an indefinite term after the Customer registers in the System, is informed about the GPSA, gives its consent to comply with the GPSA and the Customer Identification processes are completed with an affirmative result in relation to the start of working with the Customer.
    3. 2.2.3.The Customer acknowledges and agrees that the GPSA (including its amendments) and all documents and information may be provided to the Customer by e-mail or other acceptable electronic means.
    4. 2.2.4.In the event of any conflict and/or inconsistency between the GPSA or applicable legal requirements, the Payment Services shall be provided by UPT in accordance with the applicable legal requirements.
  2. 2.3.Availability and Modificationssome text
    1. 2.3.1.The latest version of the Agreement is available on the Website. UPT shall provide copies of the Agreement free of charge upon request.
    2. 2.3.2.UPT shall be entitled to amend and/or supplement the Agreement. In addition, UPT shall notify the Customer of any amendments and supplements to the amended GPSA by informing the Customer of such amendments and/or supplements with a 30 (thirty) days' prior notice before the effective date of such amendments and/or supplements, including those relating to the Customer's right to terminate the GPSA. In the event that the Right of Termination is not exercised, the amended provisions of the GPSA shall be deemed to have been accepted by the Customer. UPT reserves the right not to notify the Customer 30 (thirty) days in advance if such modification is due to any changes related to mandatory requirements of the legislation and/or requirements of public authorities for security or compliance reasons, or if a new Payment Service is launched, which may or may not be available to the Customer at the Customer's discretion.
    3. 2.3.3.The Customer shall be deemed to have accepted such amendments and/or supplements to the GPSA, unless the Customer informs UPT of its decision to terminate the GPSA at the latest on the effective date of the amendments and/or supplements to the GPSA. Such termination is not subject to any fee. UPT's receivables from the Customer under the GPSA shall immediately become due and payable on such date.
  1. 2.4.Customer's Cooperation, Details and Contact Informationsome text
    1. 2.4.1.The Customer shall, in relation to the Payment Services, ensure that:
  1. 2.4.2.The Customer shall provide UPT with its own contact details to be used by UPT. In the event that the contact details are not known or are no longer known due to the Customer's fault, UPT shall be entitled, but not be obliged, to attempt to obtain the Customer's contact details. The costs of such an investigation shall be borne by the Customer. The Customer irrevocably agrees, declares and undertakes that he/she shall notify UPT of any change in his/her address within 5 (five) business days at the latest as of the date of such change, and that otherwise the notifications to be served to his/her former address shall be deemed to have been validly served.
  2. 2.4.3.The Customer expressly acknowledges and agrees that all information provided by the Customer to UPT may be relied upon by UPT as true, accurate and complete information until UPT receives a written notice indicating otherwise. UPT shall be promptly notified by the Customer of any changes and/or updates to the information provided.
  1. Registration and Account Openingsome text
    1. 2.5.1.Services are provided by UPT to the Customer if the Customer is at least 18 years of age. UPT shall be entitled, at its sole discretion, to set different age limits for different Payment Services and/or products offered by UPT to Customers.
    2. 2.5.2.In order to start using the Payment Services, the Customer must first download the UPTION mobile application and digitally perform Customer Identification through the UPT (UPTION) mobile application by registering his/her details. The Customer shall undergo a Customer Identification process before UPT can commence the provision of Payment Services.
    3. 2.5.3.The Customer shall be required to accept this GPSA and UPT Privacy Policy and such other documents as may be communicated to the Customer, taking into account the scope of the Payment Services intended to be used by the Customer, as part of the registration process.
    4. 2.5.4.When registering in the system, a Profile is created for the Customer. Such profile is personal and only the Customer, who is the owner of the profile, has the right to use the profile. The Customer undertakes not to disclose to any third party the Personalized Security Features that allow the Customer to log in to the Profile and/or initiate Payment Transactions on the account of the Customer. All consequences arising from the failure to fulfill this commitment shall be borne by the Customer.
    5. 2.5.5.The Customer shall have only one Profile and shall be prohibited from having more than one Profile in the System.
    6. 2.5.6.The Customer shall provide accurate data when registering in the System and creating the Profile. If inaccurate data is provided by the Customer, the Customer shall be obliged to correct such data. In the event of a breach of this provision, the Customer's Profile and/or transactions may be blocked and, where a legal basis is identified, the relevant information may (shall) be forwarded to law enforcement authorities.
    7. 2.5.7.Upon the Customer's registration in the System and the creation of a Profile, the Customer may open an Account in more than one currency, if required.
    8. 2.5.8.The Customer may create and maintain only one account in each currency linked to the Profile. These accounts can be used at the Customer's own discretion.
    9. In order for the Customer to credit his/her accounts, i.e. to receive payments via funds transfer through any bank and/or payment institution, or to debit his/her accounts, i.e. to make payments from any of his/her accounts, he/she will be expected to sign the CIF sent to him/her via courier with a wet signature or to give his/her consent to the GPSA via the mobile application using the remote access method.

2.5.10. When a receivable in USD, EUR or GBP arises on the part of an Unlimited Customer whose profile is not blocked, if the Customer does not have an account opened in the relevant currency, the relevant foreign currency account will be opened and the payment of the receivable amount will be credited to the Customer's opened account.

  1. 3.Payment Services and Accountsome text
    1. 3.1.Purpose of Payment Servicessome text
      1. 3.1.1.The Payment Services may be used by the Customer only after the creation of the Customer's Profile has been completed.
      2. 3.1.2.The Customer shall be entitled to use the Account only for personal needs. If the Customer intends to start using UPT's Payment Services for the Customer's business purposes, the Customer must open a business Account, subject to different terms and conditions to be determined by UPT. Failure to do so shall result in the unilateral termination of the GPSA with immediate effect.
      3. 3.1.3.The Payment Services shall not be used by the Customer for activities or purposes that are in violation of any regulation, including those related to money laundering and/or terrorism financing, fraudulent purposes, or that may have a detrimental effect on UPT's reputation or the integrity of the financial system.
      4. 3.1.4.The Customer acknowledges and agrees that UPT shall be entitled to not to make some or all of the Products available for use, to liquidate the Accounts or to terminate the Agreement without citing any grounds therefor, and to close the Accounts or cease the provision of the Products and Services at its sole discretion without any notice, including, but not limited to, in the event that the Accounts are used or suspected to be used as an intermediary for the transfer of money in connection with illegal betting and games of chance.

3.1.5 Upon UPT's first request, the Customer shall provide UPT with information about the reasons for the (intended) use of the Payment Services and the origin of the amounts deposited or to be deposited with UPT, including formal statements and declarations regarding its activities and objectives.

  1. Accountsome text
    1. 3.2.1.Electronic Money held in the Account does not constitute a Deposit and no interest shall be paid by UPT for holding such money.
    2. 3.2.2.The Electronic Money held in the Account belongs to the Customer who is registered as the owner of the Account. No other person shall have any rights over the Account and/or the Electronic Money held in the Account.
    3. 3.2.3.The Account is an electronic money account that allows the Customer to deposit amounts into the Account for transfer purposes, to make transfers to/from the Account, to hold amounts in the Account, to make local and international money transfers, to receive funds into the Account and to perform other transactions directly related to money transfers.
    4. 3.2.4.The Account can be managed by the Customer by logging in to the Profile using a user ID, a long-term password and a one-time password sent to the Customer via SMS.
    5. 3.2.5.In the event that the Customer does not log in to the Profile and does not perform any transactions on the Account for more than one year, UPT shall deem the Profile and the Account(s) to be inactive (dormant). UPT shall be entitled to terminate the GPSA and contractual relations with the Customer and close the Profile and Account(s) by giving the Customer 60 days' notice of termination in respect of dormant Profiles and Accounts, provided that the Profiles and Accounts are not in use and no amounts are available in the Accounts. If there is an amount in at least one dormant Account, UPT shall leave the Profile open and close only the dormant Account(s). If the Customer's Profile and the Account(s) containing the amounts remain dormant for two years, UPT shall start charging the Commission Fee for the operation of dormant Profiles and Accounts containing the amounts.
    6. Pursuant to the Regulation on Payment Services and Electronic Money Issuance and Payment Service Providers, foreign currency accounts opened by customers resident in Turkey may only be used for payments where one of the parties to the transaction is located abroad. The foreign currency received by/deposited to these accounts in the country for remittance abroad must be out of the account by the end of the next business day at the latest. Foreign currency balances that have been received in the account domestically and are still in the account as of the end of the next business day shall be converted into TL by UPT at the foreign exchange buying rate of the Central Bank of the Republic of Turkey and the converted amount shall be transferred to the customer's TL account. When foreign currency is transferred to these accounts via remittances made from abroad, the incoming amount must be out of the account within one month at the latest. Foreign currency balances that have been received from abroad and are still in the account after one month shall be converted into TL by UPT at the foreign exchange buying rate of the Central Bank of the Republic of Turkey and the converted amount shall be transferred to the customer's TL account.
  1. 3.3.Electronic Money Issuance and Redemption Termssome text
    1. 3.3.1. The amounts held in the Account shall be treated as Electronic Money issued by UPT after the Customer transfers or deposits money with UPT. After the deposit or transfer of money by the Customer and the receipt of the money by UPT, the corresponding amount of the Electronic Money is transferred to the Customer's Account by UPT and the money received from the Customer is kept separately in a separate account opened by UPT at a bank included within the scope of Law No. 5411 by following the legal time frames. The Electronic Money is credited to the Customer's Account and kept in the Customer's Account.
    2. 3.3.2. The nominal value of the Electronic Money corresponds to the value of the money deposited in or transferred to UPT after deduction of a standard Commission Fee applicable to a particular payment instrument.
    3. 3.3.3. The Electronic Money held in the Account shall be redeemed at its nominal value at any time upon the Customer's request, except in cases where limitations apply to the Account as set forth in the GPSA.
    4. 3.3.4. The Customer requests redemption of the Electronic Money by creating a Payment Order to transfer the Electronic Money from the Customer's own Account to any other account designated by the Customer or to withdraw the Electronic Money from the Customer's own Account. UPT reserves the right to apply the limitations set forth in the GPSA (if applicable) and applicable laws with respect to the redemption of Electronic Money.
    5. 3.3.5. No special conditions shall apply to the redemption of Electronic Money that differ from the standard Terms for Transfers of Receivables and other Payment Transactions carried out on the Account. The amount of the redeemed or transferred Electronic Money is chosen by the Customer.
    6. 3.3.6. No additional fees shall apply in relation to the redemption of the Electronic Money. In the event of redemption of the Electronic Money, the Customer shall pay the usual Commission Fee for the Transfer of Receivables or withdrawal made in connection with the Payment Transaction carried out by the Customer. Standard Commission Fees shall apply to the Transfer of Receivables or withdrawal of funds. The Standard Commission Fees shall be specified through two channels, through the Website and through the screen that will be displayed to the Customer during the processing of the Payment Transaction, which will show all information relating to the initiated Payment Transaction, including the applicable transaction fee.
  1. 3.4.Time of Receipt of Payment Orders
  1. 3.4.1.The cut-off times are taken into account when receiving the payment order and executing the payment transaction.
  2. 3.4.2. The time of receipt of a Payment Order, regardless of whether or not such receipt is through any Channel, shall be deemed to be the time UPT has a record of its receipt.
  3. 3.4.3.The period for the execution of a Payment Transaction initiated via a Payment Order shall commence on the day of receipt of the Payment Order by UPT, provided that such Payment Order is received on a Business Day and prior to the relevant Closing Time. If a Payment Order is issued on a day other than a Business Day or is received after the relevant Closing Time, the Payment Order shall be deemed to have been received on the following Business Day.
  4. 3.4.4.The Customer may request that the execution of the Payment Order, as issued and specified by UPT, be initiated on a specific day, at the end of a specific period of time or, if accepted by UPT, on the day on which the amounts are placed at UPT's disposal by the Customer. The date of receipt of such Payment Order shall be deemed to be the day agreed for the execution of the Payment Order. If the day requested does not correspond to a Business Day, the Payment Order shall be deemed to have been received on the following Business Day. If there are fewer days in any calendar month than the date on which any Payment Order is scheduled to be executed for the purpose of transferring a specified amount at specified intervals, the execution of such Payment Order shall commence on the last Business Day of that month.
  5. 3.4.5.Closing Times also apply to incoming Payment Transactions. If such transaction is not received on a Business Day or is received after the relevant Closing Time, the Payment Order shall be deemed to have been received on the following Business Day.
  1. Issuance of Payment Orders and Execution of Payment Transactions
  1. 3.5.1.The Customer may give Payment Instructions from the Account in the following ways and initiate Payment Transactions in the following ways:
  1. 3.5.2.Payment from Account Transactions can be performed as follows:
  1. 3.5.3.Payments in EUR, GBP, USD and TRY will be provided within the System.
  2. 3.5.4.After the Customer places a Payment Order in order to execute any Payment Transaction referred to in Article 3.5.2 above, the instructions that will appear on the Account screen must be followed.
  3. In order to execute each Payment Transaction, verification needs to be performed by the Customer using the Personalized Security Features linked to the Customer (for detailed information, see the "Authorization" section of the GPSA below).
  4. 3.5.6.Transactions in foreign currency are based on UPT's exchange rate prevailing at the time of conversion (exchange rates apply immediately and without separate notice). The prevailing exchange rates will be shown to the Customer on the Account screen at the time of conversion.
  5. 3.5.7.The status of the Payment Orders in the Customer's Account can be viewed by the Customer at any time by logging into the UPT mobile application.
  6. 3.5.8.In the event that the Customer is a payer/debtor, the Customer is obliged to provide detailed and precise information about the payee/creditor in order for the Payment Transaction to be carried out by following the details of the Payment Order entered into the System by the Customer. If deemed necessary by the payee's/creditor's payment services provider, the Customer acting as Payer/Debtor may be requested by UPT to enter additional data that will allow the Customer to proceed with the processing of the Payment Order. The Customer shall be solely responsible for entering the correct additional information.
  7. Unless UPT is aware of and can prove that the Payment Transaction has been received by the payee's/creditor's payment services provider - in which case the payee's/creditor's payment services provider shall be responsible for the proper execution of the Payment Transaction - UPT shall be responsible for the proper and duly execution of the Payment Transaction in accordance with the GPSA and the Law No. 6493 on Payment and Securities Settlement Systems, Payment Services and Electronic Money Institutions. In the event that the Payment Transaction has not been executed at all or has not been executed in a timely and proper manner and in accordance with the GPSA, UPT shall be obliged to:
  1. 3.5.10.Payment Orders issued by the Customer shall be executed by UPT within the following time periods:  
  1. 3.5.11.If the amounts are received by UPT into the Customer's account by 12.00 noon at the latest, such amounts shall be credited by UPT to the Customer's Account on the same Business Day at the latest; if the amounts are received by UPT after 12.00 noon, such amounts shall be credited to the Customer's Account on the following Business Day at the latest.
  2. 3.5.12.The Customer shall provide UPT with complete, accurate, clear and complete Payment Orders. These orders shall contain the information necessary for the execution of the payment transaction (name of the beneficiary, account number, amount, etc.). UPT shall be entitled to act in accordance with and rely on the information contained in the Payment Orders issued by the Customer. In the event that an incorrect Payment Order is submitted by the Customer or incorrect data are specified in the Payment Order and the Payment Transfer has not yet been executed following such a Payment Order, the Payment Order may be cancelled by the Customer without recovery of the Commission Fee.
  3. 3.5.13.Payment Orders shall be executed by UPT based on the Unique Identifier and not on the basis of the name and/or address of the Beneficiary. If UPT executes the Payment Order on the basis of the Unique Identifier specified by the Customer, such Payment Order shall be deemed to have been executed correctly. The name or address of the Customer or Beneficiary is not a Unique Identifier, even where such information is required by law or regulation. UPT shall not be obliged to check for inconsistencies between the Unique Identifier provided by the Customer and other information that may identify the Beneficiary, such as his/her name or address. If the Unique Identifier specified by the Customer does not belong to the Beneficiary intended by the Customer, UPT is not responsible for the consequences arising from the execution of the Payment Order. However, upon request, UPT shall exercise reasonable efforts to reimburse amounts in connection with the Payment Transaction executed. Any reasonable expenses incurred by UPT in connection with such reimbursement may be charged to the Customer.
  4. 3.5.14.In the event that UPT refuses to execute the Payment Transaction initiated by the Customer (more information on the grounds for such refusal can be found in Article 3.9 below of the GPSA), UPT shall inform the Customer of such refusal, specifying the reasons for such refusal and, if permitted under applicable law, shall guide the Customer on how to correct the identified errors. The Customer shall be notified no later than the periods specified in Article 3.5.11. If the grounds of refusal to execute the Payment Transaction are reasonable, UPT may charge the Customer for the improper issuance of the Payment Order that caused the failure to execute the Payment Transaction.
  5. 3.5.15.The Customer shall be obliged to notify UPT if it becomes aware that money has been credited to or deducted from its Account by mistake or otherwise without legal basis. The customer does not have the right to dispose of money that does not belong to him. In such cases, UPT shall be entitled to deduct funds from the Customer's Account without the Customer's instruction, and the Customer irrevocably consents thereto. In the event that the amount of funds in the Customer's Account is not sufficient to debit the funds erroneously credited to the Customer's Account, the Customer unconditionally undertakes to repay such funds to UPT within 3 (three) Business Days from the receipt of UPT's request in this respect. In the event that the Customer fails to timely return the funds erroneously credited to the Customer's Account, the Customer shall, upon UPT's request, pay UPT a daily penalty of 0.05 percent per day for each day the time limit has been exceeded.
  6. 3.5.16.By accepting the GPSA, the Customer hereby agrees to monitor the Account Balance on an ongoing basis and to ensure that the Balance required for the execution of the Customer's Payment Orders is available after the Payment Order has been issued. UPT does not undertake to monitor the Balance of the Customer's Account and does not undertake to notify the Customer in any way in this regard.
  7. 3.5.17. The Account Balance and history can be checked by the Customer by logging into the Customer's Profile. Information on the executed and cleared transactions is provided by UPT in the Customer's Account Summary available through the Profile. The Customer shall be able to log in to his/her Profile and view this information free of charge or download it at the chosen intervals. Information on all Commission Fees and other fees deducted from the Customer's Account during the selected period is also available.
  8. 3.5.18.If a third party Channel is used for the initiation of any Payment Order, the Customer shall be deemed to have consented to the execution of the Payment Order upon receipt of the relevant Payment Order by UPT.
  9. UPT shall be entitled to set requirements and limitations on the use and form of the Payment Order and to issue further instruction.
  1. 3.6.Information Provided After the Payment Transaction

3.6.1 Following the deduction of the relevant amount from the Account following the Customer's Payment Order, UPT shall provide the Customer with the following information, which may be made available to the Customer through its Profile:

Information that allows the Customer to identify the payment transaction, including the amount transferred, the date, the payment information provided by the Customer and the Unique Identifier of the payee/creditor;

3.6.2 If the Customer is the payee/creditor, UPT shall ensure that the Customer receives the following information regarding the incoming Payment Transaction:

  1. 3.7.Date of Record and Value Date

3.7.1 When any amount in TRY is received by UPT to be credited to the account, this amount shall be credited by UPT on the same Business Day. In this case, the Value Date is the same as the Date of Record. When UPT receives any amount in any currency other than TRY to be credited to the Account, the Date of Record may differ from the Value Date.

3.7.2 When any Payment Transaction is executed by UPT from the account, the Account shall be debited by UPT on the Business Day on which the execution is initiated by UPT in accordance with Article 3.5.2. In this case, the Value Date is the same as the Date of Record.

  1. 3.8.Cancellation of Payment Orders

Unless otherwise specified in the Payment Services Documentation, Payment Orders shall be irrevocable upon receipt by UPT. However, Payment Orders received by UPT through any Channel with any scheduled execution date may be cancelled by the Customer via the UPT mobile application, provided that such cancellation is received by UPT one Business Day prior to the Closing Time of the scheduled execution date.

  1. 3.9.Rejection, Suspension and Transmission of Payment Orders
  1. UPT may (in whole or in part) (i) refuse to execute or transmit any Payment Order or (ii) suspend the execution or transmission of any Payment Order if:
  1. In cases referred to in Article 3.9.1, UPT shall not be liable for any loss and/or damages resulting from the non-execution of the Payment Order or the failure to execute the Payment Order in a timely manner.
  2. Unless prohibited under applicable laws or regulations, UPT shall notify the Customer of any refusal by UPT to execute or transmit any Payment Order and, if applicable, the reasons for such refusal and the procedure for correcting factual errors that led to the refusal. UPT may charge the Customer for notification of rejection of any Payment Order as set forth in the Tariffs and Terms and Conditions. The Customer shall be notified of this matter at the latest within the periods specified in Article 3.5.11.
  3. UPT may create reservation records in relation to Payment Transactions. If any Payment Order is received on a day that is not a Business Day or after the Closing Time, a reservation record, if applicable, shall be created immediately and execution shall commence on the next Business Day. A reservation record decreases or increases the Available Balance by the amount of the Payment Transaction to which the reservation record relates.
  1. 3.10.Currency of the Account and Execution of Payment Orders in Foreign Currency
  1. 3.10.1.Accounts may be opened in EUR, GBP, USD and TRY. The Balance in the Account is held in the currency specified in the Agreement.
  2. 3.10.2.GBP account opening is dependent on opening a European Account only.
  3. 3.10.3.Payment Orders can be executed in TRY, EUR, GBP and USD. Payment Orders in other currencies shall be rejected by UPT.
  4. 3.10.4. In the event of payment or receipt by the Customer of amounts denominated in any currency other than the currency of the Account, UPT shall debit or credit the Account with the equivalent value of such amounts in the currency of the Account. Such equivalent value shall be determined based on an exchange rate determined by UPT.
  5. 3.10.5.UPT may change the exchange rates at any time with immediate effect and without prior notice. Exchange rates are determined by UPT on a daily or more frequent basis. Information on the current rate is available in UPTION, UPT's mobile app, in the Exchange Rate Information section.
  6. 3.10.6.UPT shall not be liable for any loss and/or damage incurred by the Customer as a result of the non-execution or improper execution of any Payment Order, if such non-execution or improper execution is caused by any intervention or act or omission as required under or pursuant to any law, order, regulation, decree or administrative act (whether enacting or amendment thereof) and/or any order of any government, central bank or any other body claiming to have such authority. In addition, UPT shall not be liable for any loss and/or damage incurred by the Customer as a result of confiscation, expropriation, sequestration, appropriation, seizure, or suspension of the Account or the Balance by the government, central bank or any other body claiming to have such authority in the country using the relevant currency or in the country where such Account is held.
  7. 3.10.7. In order to maintain the Balance and to make Payment Transactions in a currency other than the legitimate currency of the jurisdiction in which the Account is held, UPT shall maintain a correspondent account with any bank or Payment Services Provider (PSP) in the country where such currency is used. In the event that the agreement between UPT and such bank/Payment Services Provider (PSP) relating to the correspondent account expires or is terminated for any reason whatsoever, the Agreement and/or Payment Service relating to the Account may be terminated by UPT with immediate effect.
  1. 3.11.Suspension of the Account
  1. 3.11.1.UPT shall be entitled to suspend (block) the Account and payment instruments issued to the Customer in the following cases:
  1. 3.11.2.The foregoing list is not exhaustive and UPT shall be entitled to suspend the use of the Services by the Customer on any other grounds if deemed necessary by UPT to protect the interests of the Customer and/or UPT and/or UPT's other Customers. In any case, UPT shall be entitled to suspend the Account for a reasonable period of time, which shall not be longer than 30 (thirty) days, and to extend such period of time for the same duration, without any limit. The suspension of the use of the Services shall be terminated as soon as the grounds for such restriction cease to exist. In certain cases, depending on the gravity of the situation, the above conditions may result in unilateral termination of the Agreement by UPT with immediate effect.
  2. 3.11.3.As long as UPT has the right to do so under applicable law, depending on the grounds that led to the suspension, UPT may disclose the conditions relating to the suspension of the Account and accordingly instruct the Customer on how to remedy the current situation.
  3. 3.11.4.UPT shall not be liable for any loss or damage incurred by the Customer in connection with the suspension of the use of the Services, provided that UPT has a justified reason for the suspension of the use of the Services by the Customer.
  1. 3.12.Payments by Third Parties

The Customer cannot prevent payments from being credited to the Customer's Account. However, UPT shall be entitled to such a right (e.g. where requested due to requirements relating to the prevention of money laundering and the financing of terrorism).

  1. 3.13.Authorization

3.13.1 All payments must be authorized prior to their execution. Payment Orders are authorized by the Customer by verifying the Payment Order following the instructions issued by UPT.

3.13.2 Personalized Security Features shall be used by the Customer to authorize the payment, i.e. a long-term password and a one-time password received via SMS shall be entered. With respect to the Personalized Security Features, the Customer shall be obliged to perform the following:

  1. 3.13.3. UPT shall be entitled to block Personalized Security Features if deemed necessary for security reasons. Such blocking may be temporary or permanent. UPT shall be entitled to act in the foregoing manner under applicable law. The blocks shall be lifted as soon as the grounds for blocking have expired.
  2. 3.13.4.UPT shall be entitled to require additional transactions to be performed by the Customer for the verification of the Customer's Payment Order and such transactions may not be directly indicated in the Account. If UPT exercises such right, the Customer shall be instructed by e-mail through the address used to register with UPT. All authorizations performed on the Account shall be deemed to have been performed by the Customer and to have the same valid legal consequences as a wet signature on a hard copy of the document. Such authorization shall be considered as the appropriate means of proof that the Payment has been authorized, in which case the Customer shall not be entitled to object to such Payment.
  3. 3.13.5.If the amounts have been taken out of the Account and the Payment has not been authorized by the Customer, UPT shall be obliged to perform the following as soon as practicable, but no later than the end of the Business Day following the day on which UPT becomes aware that such unauthorized Payment has been made:
  1. 3.13.6.All unauthorized Payments made on the Customer's Account must be reported by the Customer to UPT.
  1. 3.14.Debit Cards

3.14.1 The Customer may apply to UPT for a debit card by submitting an application request via the UPT mobile application. Credit cards will not be issued by UPT.

3.14.2 The debit card to be issued to the Customer upon the Customer's request shall be linked to the Customer Account and Balance. The Customer may use the debit card within the limits set by UPT and spend up to the amount of the balance in his/her account.

3.14.3 A debit card shall be issued by UPT for the Customer upon the Customer's request, using the Customer details received from the Customer during the process of starting to work with the Customer. A debit card shall be issued for the Customer only if all of the conditions are met, which include the requirement that (i) UPT should have sufficient information about the Customer to make a decision on issuing the debit card for the Customer and (ii) UPT should make a favorable decision on the issuance of the debit card.

3.14.4 The physical debit card shall be delivered to the courier for delivery to the Customer's registered address within approximately two weeks from the date of receipt of the Customer's request for the issuance of the debit card. UPT shall not be liable if the card does not reach the customer due to courier and/or other force majeure. The Customer shall be able to check information about the issued debit card and its status via the UPT mobile application. UPT may request an alternative address other than the Customer's registered address for the delivery of the card either by contacting the Customer or through the UPT mobile application.

3.14.5 The customer must set a PIN code (password) via the UPTION application to activate the physical card. The PIN code of the debit card can be changed by the Customer via the UPT mobile application. Among other obligations of the Customer pursuant to the GPSA, the Customer shall be obliged to, inter alia, (i) protect the card against the effects of temperature and electromagnetic fields as well as physical damage, (ii) keep the PIN code confidential (memorize the PIN code and destroy the PIN envelope), not to write the PIN code on a card, on paper or on anything usually stored on the card or not to keep the PIN code in any other way, and (iii) in case of loss or theft, to notify UPT by contacting the Call Center at 0850 724 08 78 and/or to block the card via UPTION, UPT's mobile application.

3.14.6 Fees imposed by the owners of online merchants may be charged separately to the Customer. This information must be communicated in online shops.

3.14.7 The Customer shall have the right to refuse the use of the card at any time by notifying UPT. UPT shall be notified 30 calendar days in advance of any such refusal. In cases where the Customer does not wish to renew the card, he/she must notify UPT at least 1 (one) month prior to the expiry date of the card. In the event that the Customer fails to notify UPT in a timely and proper manner of its intention to discontinue the use of the card, the card shall be automatically renewed by UPT and UPT shall be entitled to charge the Customer for the issuance/renewal of the card. The payment card is automatically renewed provided that at least one transaction has been performed using the debit card within the last 2 (two) months, excluding the last month of the card validity period.

3.14.8 UPT shall issue the Customer a card of the same type as the expired (blocked, lost, damaged) card. In the event that such cards are no longer distributed by UPT, the card that most closely matches the Customer, the card’s functionality and features shall be generated. UPT can close the customer's existing card and issue a new card at any time.

3.14.9 In the event that the PIN code is not entered correctly by the Customer four times in a row or if it appears that the card may be subject to unauthorized use, UPT shall have been entitled to cancel the card without any negative consequences to UPT. In this case, the service provision shall be renewed by the decision of the UPT. In cases where the provision of services has been suspended due to the fault of the Customer, the Customer may be charged the Commission Fee specified in UPT's price list (including the fee for issuing the new card) for the renewal of the provision of services.

3.14.10 The use of the Card shall be restricted by UPT if UPT determines or suspects that the Card may be subject to unauthorized use or may be used in a manner other than for its intended purpose. In cases where the card is used at any ATM and the ATM does not return the card, the representative of the sales or service point authorized to accept card payments for goods or services shall have the right to retain the card.

3.14.11 Payment transactions carried out abroad using the card may be made in any other legitimate foreign currency.

3.14.12 Contactless payment functionality shall be available on debit cards issued by UPT for Customers. The contactless payment function shall be activated when the Customer performs a card transaction confirmed by the PIN.

3.14.13 The Customer shall be able to use his/her UPT debit card to withdraw and deposit funds from his/her Account through ATMs and to make online payments using POS (point of sale) devices or through virtual POS environment.

3.14.14 The card shall be valid until the last day of the month of the year indicated on it.

  1. 4.Fees

4.1.1 The fees applicable to the Payment Services shall be set out in the Tariffs and Terms and Conditions to be published on the Website. In relation to Payment Transactions, the applicable fees shall be shown to the Customer on the screen after each confirmation of the Payment Transaction by the Customer.

4.1.2 Unless agreed otherwise in writing, the Customer shall be obliged to pay UPT for the Payment Services and other services as listed in the Tariffs and Terms and Conditions.

4.1.3 The Customer must maintain sufficient Available Balance in the Account in order to fulfill its financial obligations against UPT on the date on which such obligations become due and payable.

  1. All Fees payable in respect of the Payment shall be specified prior to the authorization of the Payment Order. By signing the Agreement, the Customer authorizes UPT to charge the applicable Fees for the execution of Payment Orders during the term of the Agreement. The applicable fees shall be deducted upon execution of the Customer's Payment Order. The following amounts shall be debited to the Customer by UPT, which shall be due and payable:
  1. The Customer shall be obliged to ensure that sufficient funds are available in its Account to pay the applicable Fees in respect of the execution of the Payment Order issued. By signing the Agreement, the Customer declares and undertakes that he/she is aware that UPT shall be entitled to reject the Customer's Payment Order if there are insufficient funds in his/her Account.
  2. The amount due shall be debited, without prejudice to UPT's right to debit another Account of the Customer at its sole discretion and authority. If the amount in such currency is not available in the Account, the required amount shall be converted by UPT from the Base Currency or any other currency available in the Account. Conversion is based on UPT's exchange rates prevailing at the time of the execution of the Payment Transaction. In the event that there are no funds in the Account or there are insufficient funds to be debited, UPT shall be entitled to debit such amounts to other accounts of the same Customer, including any other currency of its choice available in the relevant accounts.
  3. Fees for UPT Services are deducted from the Customer Account. If the amounts in the Account are less than the amount specified in the Payment Order and the price of the UPT Service, the Payment Transfer shall not be executed.
  4. The debited amounts can be checked by the Customer on the Statement and/or via the Website and/or UPTION, UPT Mobile Application.
  5. All payments to be made to UPT under the Payment Services Documentation shall be calculated and made without set-off, deduction or counterclaim.
  6. Unless expressly stated otherwise, all amounts stated or referred to in any Payment Services Document and payable to UPT are exclusive of value added tax. If value added tax is applicable, an amount equal to the amount of such tax shall be payable by the Customer to UPT (in addition to the principal amount and at the same time as payment of the principal amount). Any fees due in connection with the payment shall be specified prior to the authorization of the Payment Order.
  7. In case the Customer uses the UPTION Card abroad, the transaction amounts are reflected to UPT in USD at the exchange rates applied by international card system organizations (Mastercard, Visa, etc.), with the addition of the organization's costs and commissions, if any. The amount information received by UPT in USD is converted at the USD selling rate determined by UPT for UPTION Card transactions, which is prevailing at the time the debit record is reflected to the card, and is then reflected to the account to which your card is linked.
  8. Account opening, operating and commission fees are disclosed in the Tariffs and Terms and Conditions available on the Website.
  9. Fees may be imposed by any bank or other Electronic Money transfer system for transferring funds from the Customer's UPT Electronic Money Account to the Customer's bank account, card or electronic money account in another electronic payment system, as well as for transferring funds from any bank account, card or other electronic payment system to the UPT Electronic Money Account.
  1. 5.Intellectual Property Rightssome text
    1. 5.1.The title to the software and/or applications required by UPT to provide Services to the Customer shall be owned by UPT (or, as the case may be, by Aktif Yatırım Bankası A.Ş., the parent company of UPT). Proprietary rights and other intellectual property rights that may be related to the software and any other application shall exclusively belong to UPT Ödeme Hizmetleri ve Elektronik Para A.Ş.
    2. 5.2.Customer is hereby granted a personal, non-exclusive and non-transferable license to use and install the software provided by UPT in connection with any Payment Service. However, no title or intellectual property rights are transferred to the Customer. This license grants only the right to install the software on the Customer's computer and use it in connection with any Payment Service, for the purposes set forth in these Terms and Conditions and unless otherwise specified by UPT, and is limited to the period during which the Customer is authorized to use any Payment Service.
    3. 5.3.All rights, including title, copyrights and intellectual property rights, relating to UPT products, as well as any information, advice and/or (other) services provided, shall belong to UPT and the person who has granted UPT the right to use them.
    4. 5.4.The Customer is not permitted to modify, copy, distribute, transfer, display, publish, sell or license UPT products (the content of the products) or to produce or use any work derived from such products or to create any link, hyperlink or deep link from any UPT mobile application or Website.
  1. 5.5.Trade names, marks and logos (or similar marks) owned by UPT and appearing on UPT products are the property of UPT. The use of such trade names, marks and logos by the Customer is not permitted without the prior written consent of UPT.
  2. 5.6.In the event of any of the foregoing cases set forth in this Article 5 of the GPSA, the Customer shall be obliged to indemnify UPT for any direct and indirect loss or damage incurred by UPT in relation to such case. Notwithstanding the aforementioned provision, such a case shall constitute a material breach of the GPSA and shall entitle UPT to terminate the GPSA and any other agreements that may have been entered into with the Customer which are considered as a separate part of the GPSA, notwithstanding the terms of the GPSA relating to such termination, with immediate effect and to block access to the Customer's Account, other software and/or applications if deemed necessary by UPT to protect its intellectual property and to prevent further loss or damage by UPT.
  1. 6.Confidentialitysome text
    1. 6.1.The Parties shall be obliged to treat all information relating to the contractual relationship between the Parties as confidential, regardless of how such information was obtained. The obligation of confidentiality shall apply unless otherwise agreed in writing and except to the extent such information is required to be disclosed by the relevant Party pursuant to laws, regulations or any decision of a public authority, or to the extent such information is already in the public domain and such disclosure cannot be considered a breach of contract by the other Party.
    2. 6.2.UPT shall be entitled to disclose information about the Customer to third parties, subcontractors and other companies, provided that such disclosure is required for the performance by UPT of its obligations under the GPSA.
    3. 6.3.In the event that the GPSA is no longer valid as a result of a material breach by the Customer of the GPSA and/or the relevant agreements between the Parties or as a result of the Customer facilitating or assisting or encouraging Fraud, UPT may be obliged to notify the relevant authorities of the Customer and such notification shall not be considered a breach of the confidentiality obligation.
  1. 7.Communicationsome text
    1. 7.1.UPT shall be entitled, at its sole discretion and authority, regardless of the method by which the Agreement is concluded, to communicate with the Customer in one or more of the following ways:
  1. 7.2.The Customer's contact details shall be obtained from the Customer during the process of starting to work with the Customer. Changes in contact details shall be notified by the Customer to UPT at least five Business Days in advance.
  2. 7.3.The Customer shall communicate with UPT in the following ways:
  1. 8.Languagesome text
    1. 8.1.Communication between UPT and the Customer shall be carried out in Turkish or English, depending on the Customer's preference.
    2. 8.2.UPT may provide that communications and documents from the Customer in any language other than the language agreed under Article 8.1 shall be translated into Turkish or English by a sworn translator at the Customer's expense.
  1. 9.Liabilitysome text
    1. 9.1.Without prejudice to any other limitations of liability set forth in the Payment Services Documentation, UPT shall be liable against the Customer for direct losses and/or damages incurred by the Customer only when such losses and/or damages are caused by the gross negligence and/or negligent conduct of UPT and only to the extent such losses and/or damages were foreseeable by UPT at the time of breach of the Agreement.
    2. 9.2.UPT is not liable for indirect or consequential losses or damages, regardless of whether UPT's liability is based on the Payment Services Documentation, the provision of Payment Services, tort or any other grounds.
    3. 9.3.The Customer undertakes that all acts and actions performed by the Customer in connection with the conclusion of the Agreement shall be in accordance with applicable law.
    4. 9.4.Responsibility for the accuracy of the data, orders and documents submitted to UPT rests entirely with the Customer.
    5. 9.5.All losses and damages relating to unauthorized Payments resulting from the failure to comply with the following shall be borne by the Customer:

9.6. In relation to the products/services offered by UPT through third parties, the Customer shall not hold UPT liable for the risks that it may face in the event of supply/failure to supply the service/product, exercise of/failure to exercise its rights, or cancellation/refund of the relevant service/product. UPT's function in these transactions is merely to act as an intermediary between the customer and the company offering the relevant product/service.

  1. 10.Use of the Website and Mobile Applicationsome text
    1. 10.1.UPT does not undertake that the Website will always be available, uninterrupted or complete. The information contained on the Website does not constitute advice.
    2. 10.2.UPT shall not be liable for any loss or damage resulting from the use of electronic means of communication, including, but not limited to, losses and damages resulting from non-delivery of electronic communications or delays in delivery of electronic communications, interception or manipulation of electronic communications by third parties or computer software used for electronic communications, and transmission of viruses.
    3. 10.3.The Website or Mobile Application may contain links to external Internet sites operated by any third party or such external sites may contain links to the Website or Mobile Application. UPT shall not be responsible for the operation, use or content of such third party Internet sites.
  1. 11.Indemnificationsome text
    1. 11.1.UPT shall be indemnified by the Customer immediately, in cash and in full upon demand by the Customer against all direct, indirect and/or consequential damages, losses, expenses and costs (including litigation costs) arising against UPT from or in connection with the following:
  1. 12.Force Majeuresome text
    1. 12.1.Notwithstanding the foregoing, UPT shall not be liable for any loss or damage incurred as a result of failure to comply with its obligations in connection with circumstances beyond its control. Even where stricter liability rules apply, UPT shall not be liable for any loss or damage incurred as a result of:
  1. 12.2.The exclusion of UPT from liability in case of Force Majeure does not apply in the following cases:
  1. 13.Terminationsome text
    1. 13.1.After termination in accordance with the GPSA and the Agreement, the Customer shall be deemed to be in a contractual relationship with UPT and the GPSA shall be deemed to be in force for the Customer with respect to the provision of the Payment Services until the conclusion of the Agreement between the Parties.
    2. 13.2.The Customer shall have the right to terminate the Agreement without paying any additional consideration within a period of 30 (thirty) calendar days following the date of execution of the Agreement. If the Customer wishes to terminate the Agreement as provided in this Article, the Customer must send a notice of waiver to UPT by e-mail. At least the following information should be included in the waiver notice: The Customer's name, last name, personal code (if provided), date of birth, nationality, residential address and the date and number of the Agreement and the waiver notice must be signed. Failure to comply with the requirements for the waiver notice shall result in the waiver notice being rejected. The Customer shall be solely responsible for specifying the required data and information and for ensuring that such data is accurate and complete. The Customer understands that failure to do so may result in the expiration of the period during which the Customer may exercise its right to waive the Agreement.

By signing the Agreement, the Customer declares and undertakes that it acknowledges that in the event of termination of the Agreement in accordance with this provision, the fees paid by the Customer to UPT under the Agreement for the Services provided to the Customer prior to the receipt of the notice of waiver shall not be refunded to the Customer.

  1. 13.3.UPT shall be entitled to terminate the Agreement by giving at least 60 (sixty) days prior written notice of termination to the Customer.
  2. 13.4.UPT shall be entitled to terminate the Agreement with immediate effect if so provided under applicable legal regulations (e.g., subject to requirements for the prevention of money laundering or the prevention of the financing of terrorism, and international sanctions requirements).
  3. 13.5.The Customer shall be liable to indemnify UPT for all direct and indirect losses and damages incurred by UPT in connection with the termination of the Agreement for any reason whatsoever.
  4. 13.6.In the event of termination of the Agreement, the amounts held in the Customer's Account shall be transferred to the Customer's bank account or to an account in another electronic payment system specified by the Customer. UPT shall be entitled to deduct from the Account any amounts due to be paid by the Customer to UPT, governmental authorities or third parties, and all unpaid penalties, damages and losses and other amounts incurred by UPT due to the fault of the Customer. In the event that sufficient funds are not available in the UPT Electronic Money Account, the Customer undertakes to credit the relevant amounts to the Customer's UPT Electronic Money Account without delay, and in any event no later than 5 (five) Business Days following UPT's written request. If UPT is unable to reimburse the Customer for reasons beyond its control, it shall notify the Customer immediately thereof. The Customer shall immediately indicate another account or provide additional information necessary for the reimbursement of the funds (realization of the Payment).
  5. 13.7.Termination of the Agreement shall not relieve the Customer from the obligation of due performance of all obligations arising prior to termination of the Agreement.
  6. 13.8.Even in the event of termination of the Agreement, the Agreement shall continue to apply with respect to any outstanding claims at the time of termination of the Agreement.
  1. 14.Notice of Fraud and Security Threatssome text
    1. 14.1.In the event of misuse of data related to the provision of the Services, suspected or actual Fraud or security threats, the Customer shall be notified by UPT via its registered e-mail, phone and/or other means of telecommunication. UPT may request the Customer to provide UPT with data known to UPT in order to properly verify the Customer's identity. In the event that the Customer is informed via phone about the Fraud and/or Security Threat, such phone call shall be recorded. UPT shall be entitled to suspend the use of the UPT Electronic Money Account and the execution of the Customer's Payment Orders or Payments for the period necessary to ascertain whether any Fraud and/or Security Threat exists.
    2. 14.2.For the purpose of the Agreement, a security threat is defined as the risk of incomplete or inadequate internal processes or external events that have or may have a negative impact on the availability, integrity and confidentiality of information and communication technology (ICT) systems and/or payment service information. This includes risks associated with cyber-attacks or insecurity.
  1. 15.Confidentiality and Data Protectionsome text
    1. 15.1.All necessary measures must be taken by the Customer to ensure that the username and password of the Account are always kept secure and never disclosed to third parties. UPT shall never request the Customer to disclose the Customer's password or username to UPT or any third party.
    2. 15.2.In the event of loss of the password or disclosure of the password(s) through no fault of the Customer or UPT or if an actual threat to the Customer's Profile has arisen or may arise, the Customer undertakes to immediately change the password or, if it is not possible for the Customer to change the password, to notify UPT thereof immediately (within one calendar day at the latest). UPT shall not be responsible for any consequences that may arise due to failure to notify.
    3. 15.3.Upon receipt by UPT of notice from the Customer as provided in the GPSA, access to the Customer's Profile and provision of UPT services shall be immediately suspended until UPT transmits a new password to the Customer or a new password is created.
    4. 15.4.In the event that any request is received by the Customer for disclosure of the Password or other login details anywhere other than the Website or Mobile Application, the Customer must not disclose the Password or other login details for any reason whatsoever and must immediately notify UPT of such incident.
    5. 15.5.In the event that the Customer fails to comply with this obligation and/or fails to prevent such incident when it could have done so and/or commits such acts intentionally or through its own negligence, responsibility for any loss or damage incurred by other persons as a result of such acts or omissions of the Customer rests entirely with the Customer and the Customer undertakes to indemnify the Customer for such loss or damage.
    6. 15.6.UPT recommends that the UPT Account password be changed on a regular basis to mitigate the risk of any breach of security in the Account. No one must be permitted by the Customer to access the Account or to monitor anyone accessing the Account.
    7. 15.7.Since the Customer's mobile phone number and email address will be used for sending one-time pin codes to authorize Payment or may be used to reset passwords or to contact the Customer regarding the security of the UPT Electronic Money Account, all reasonable care must be taken by the Customer to ensure that the mobile phone number (which will also be used for sending one-time pin codes), email address and long-term password used as the user ID to log into the Account are kept secure and accessible only by the Customer. UPT must be immediately notified by the Customer if the mobile phone number and e-mail address are compromised.
    8. 15.8.Regardless of whether the Customer uses a public, shared or own computer to access the Account, the Customer must always ensure that the Customer's login details are not stored or cached or otherwise saved by the browser. The Customer must never use any function that allows login details or passwords to be stored on the computer used by the Customer.
    9. 15.9.UPT shall be entitled to record telephone calls with the Customer. The Parties agree that phone calls and messages transmitted by post, e-mail and other means of telecommunication may be considered as evidence in the settlement of disputes between the Parties. By entering into this Agreement, the Customer hereby acknowledges that he/she is aware and agrees that phone calls made by him/her or his/her representatives will be recorded by UPT. The Customer also has the right to record and retain telephone calls and other correspondence.
  1. 15.10..The Customer agrees that his/her personal data will be managed by UPT for the purpose of provision of services to the Customer and fulfillment of other responsibilities under this Agreement. The Parties hereby guarantee the security of the personal data received during the conclusion of this Agreement and that the personal data will be used to the extent necessary for the conclusion/performance of this Agreement. The aforementioned personal data may not be disclosed to third parties without the consent of the data subject, except as provided by law or under this Agreement.
  2. 15.11.Data retention and protection issues are governed by the "Privacy Policy", which constitutes an Annex to the Agreement, which the Customer undertakes to read and comply with.
  3. 15.12. The Customer hereby grants UPT the right to take necessary measures, including, but not limited to, filing requests directly with or through third parties, to verify the Customer's identity and the accuracy of other data provided by the Customer.
  4. 15.13. The Customer agrees that the Customer's Electronic Money Account number and the personal data required for the Payment Transfer may be identified and shown to another UPT Customer intending to perform a Payment Transfer to the Customer if another UPT Customer enters the Customer's confirmed identifier (name, last name, bank account, e-mail address).
  5. 15.14. Upon the Customer's consent, the Customer's data may also be transmitted to payment initiation or account information service organizations. UPT may deny access by account information service providers or payment initiation service providers to the Customer's Account based on objective and duly justified grounds relating to unauthorized or unjustified access to the Account acquired by the account information service provider or payment initiation service provider, including unauthorized or unjustified initiation of a Payment Transaction. In such cases, UPT shall inform the Customer about the denial of access to the Account and specify the reasons for such action. Unless the provision of such information would compromise security measures or is prohibited by law, such information must be communicated to the Customer, if possible, prior to the denial of access to the Account and no later than after the denial of access.
  6. 15.15. UPT shall be entitled to transfer all material information collected about the Customer and the Customer's activities to other law enforcement agencies, public authorities, and to other financial institutions if required by the legislation and for the purpose of determining whether there has been or will be a breach of the GCSA and relevant legislation.
  7. 15.16. The information, documents and records obtained during the customer profiling phase within the scope of the remote communication tool shall be retained electronically in UPT systems for a period of 10 years.
  8. 15.17. The User acknowledges that all personal data transferred to UPT in any and all means including but not limited to communication forms filled in electronically, written or verbal communications exchanged with UPT via electronic media including this Agreement, electronic mails, faxes or letters sent to UPT via electronic mail system, all kinds of information and documents, information and documents shared via phone or directly with UPT, and personal data shared verbally, in writing or electronically in any other way are collected by UPT, in whole or in part, by automated or non-automated methods, in accordance with Articles 1 and 2 of Law on the Protection of Personal Data ("LPPD"), and that such data may be used for performing and/or executing the payment services and business activities offered by UPT, planning and/or executing the sales processes of the services, developing and diversifying the products and services, marketing and advertising the products and services, and carrying out the necessary activities to enable the relevant persons to benefit from these activities, providing information about products and services, measuring users' satisfaction with products and services, handling requests and complaints, conducting necessary quality and standard audits, planning, auditing and/or performing information security processes, determining and implementing commercial and business strategies, planning and/or performing business continuity activities, following up processes related to finance, accounting and invoicing, following up legal processes, ensuring that data is accurate and up-to-date, and ensuring the security of Company operations.
  9. 15.18. Due to the rights and obligations of the Customer regarding this information, documents and records obtained within the scope of the remote communication tools, the Customer may apply to UPT to learn whether personal data related to him/her are processed or not, to request information regarding this if personal data are processed, to learn the purpose of processing personal data and whether they are used in accordance with their purpose, to learn the third parties to whom personal data are transferred domestically or abroad, to request correction of personal data in case of incomplete or incorrect processing, to request deletion or destruction of personal data within the framework of the conditions stipulated in the relevant legislation, to request notification of the third parties to which the personal data were transferred of correction, deletion and destruction procedures performed in accordance with the relevant legislation, to object to any result against himself/herself derived as a result of the analysis of the processed data solely by automatic systems, and to demand compensation for damages in case of damage due to unlawful processing of personal data.

15.1 UPT Ödeme Hizmetleri Ve Elektronik Para A.Ş. has the rights and obligations to process and use this information, documents and records obtained within the scope of the remote communication tools for the purposes of verifying the identity of the customers, executing the agreement processes, using them in all kinds of products and services it offers in the capacity of payment service and electronic money institution, and verifying the identities of those who perform transactions and those on whose behalf or account transactions are performed before the transaction is performed in case of transactions made or intermediated by UPT.

  1. Miscellaneous Provisions
  1. 2.10. Use of Forms and Formats

16.10.1 In relation to the Payment Services, the Customer shall be required to use the forms and formats provided or specified by UPT, if applicable, which are duly completed, are legible and which bear a wet or Electronic Signature (printed, online or electronic) or have any other form of identification required by UPT, as applicable.

16.10.2 UPT shall be entitled to declare the forms (instruction forms) and formats invalid and to amend such forms or formats. In this case, UPT shall inform the Customer about the forms or formats declared invalid and the new forms or formats to be used. UPT shall not be liable for any loss and/or damage incurred by the Customer due to forms (instruction forms) or formats declared to be invalid or to have been used incorrectly.

16.10.3 UPT may prescribe special and/or additional requirements regarding the use of forms (instruction forms) or formats for the security of the Payment Services and Payment Transactions or with respect to Payment Orders other than those issued using forms (instruction forms) or formats made available by UPT.

  1. Customer and Third Parties

16.11.1 UPT shall not be a party to any underlying legal relationship between the Customer and any third party.

16.11.2 Persons who are not parties to the Payment Services Documentation are not entitled to enforce such document (any provision of such document) or to benefit from such document (any provision of such document).

  1. 2.12. Evidence

16.12.1 Unless the Customer provides evidence to the contrary, the information contained in UPT's records shall be deemed to constitute conclusive evidence between UPT and the Customer. UPT is under no obligation to retain its records for a period longer than the statutory record retention period.

16.12.2 Communications in any form between UPT and third parties, including Statements, Payment Orders, announcements and reports regarding UPT's products and services, as well as any other form of written or electronic communications between the Customer and UPT may be evidenced by UPT by means of written or electronic reproduction and/or retrieval of a copy of the communication from UPT's system. Such communications and any reproductions or copies thereof shall constitute conclusive evidence between UPT and the Customer, unless the Customer provides evidence to the contrary.

  1. 2.13. Subcontracting/Subcontracts

The provision of Payment Services or (a part of) activities related thereto may be assigned by UPT to third parties by means of subcontracts.

  1. 2.14. Taxes and Charges

All taxes and charges relating to the relationship between the Customer and UPT, under any name whatsoever and by whomsoever assessed, shall be borne by the Customer. In the event that the Customer is required by law or legislation to withhold or deduct any amount from any amount payable by the Customer to UPT, the Customer shall pay any additional amounts necessary to reach the amount to be received by UPT in the absence of such withholding or deduction.

  1. 17. Governing Law and Disputes

17.1.1. Governing Law

Except as otherwise provided under the GPSA or any other Payment Services Document, the relationship between the Customer and UPT with respect to the Account and the Payment Service, including the Payment Services Documentation and any non-contractual obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of the Republic of Turkey.

  1. 17.2.Disputessome text
    1. 17.2.1.Disputes between UPT and the Customer shall be resolved by negotiation.

17.2.2. The Customer shall be entitled to file a complaint with UPT. Complaints may be submitted to UPT via e-mail notification at the e-mail address [destek@upt.com.tr].

17.2.3. UPT shall respond to the Customer's complaints in writing or using another permanent medium within 15 Business Days from the date of receipt of such complaint. In exceptional cases, for reasons beyond UPT's control, UPT shall be permitted to send a preliminary response to the Customer, specifying the reasons for the delay and the time period within which UPT's final response will be received by the Customer. The period for the delivery of a final response shall in any event not exceed 35 (thirty-five) Business Days from the date of receipt of the complaint, unless this is due to reasons beyond UPT's control.

17.2.4. Complaint handling is free of charge. The parties agree that complaints will be submitted, handled and responded to in Turkish and English.

17.2.5. UPT shall have internal procedures to fairly and promptly handle complaints in accordance with applicable law.

17.2.6. Unless otherwise agreed between the parties, if the Customer is not satisfied with UPT's final response, the Customer shall have recourse only to the courts. The Parties hereby declare, acknowledge and undertake that they have fully read, understood and accepted this GPSA.

17.2.7. If retail customers have filed a written application with UPT regarding a dispute arising from the services provided by UPT (which is of an individual nature and therefore does not fall within the scope of commercial activity) within 2 years at the latest from the date of the transaction or action subject to the dispute and such application has not been answered within 20 days from the date of application, the Customer shall be entitled to submit an application to the Retail Customer Arbitration Committee of the Association of Payment and Electronic Money Institutions of Turkey ("TÖDEB") once this 20-day response period is over. If the application has been answered unfavorably or if the answer given is not sufficient, the Customer shall be entitled to submit an application to the Retail Customer Arbitration Committee of the Association of Payment and Electronic Money Institutions of Turkey ("TÖDEB") within 60 days from the date of response, in accordance with the Regulation on the Principles and Procedures Regarding the TÖDEB Retail Customer Arbitration Committee.

17.2.8. The application form for TÖDEB Retail Customer Arbitration Committee may be accessed via https://todeb.org.tr/hakemheyetibasvuruformu/  or https://www.todeb.org.tr website. The form can be submitted electronically via https://www.todeb.org.tr  by filling in the relevant information and uploading the required documents. The Customer may access all detailed information regarding the application to TÖDEB Retail Customer Arbitration Committee at (https://todeb.org.tr/sayfa/bireysel-musteri-hakem- heyeti/56/ ).

  1. Declaration of Beneficial Owner

I hereby declare that I am a "real beneficiary" as defined in Article 15 of the "LAW NUMBER 5549 ON THE PREVENTION OF LAUNDERING OF PROCEEDS OF CRIME" published in the Official Gazette dated 18 October 2006 and numbered 26322, that I have opened an account with UPT in this capacity and that I will perform the transactions under this Agreement on my own behalf and account. I hereby agree and declare that if I act on my own behalf but on the account of another person, I will notify UPT in writing in accordance with the Law No. 5549 and the sub-regulations issued on the basis of such law of the person on whose account I perform transactions and the identity details of such person and his/her authorization status for such transactions prior to the execution of the transaction.

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