Distance Sales Agreement

1. Parties

1.1. Seller

• Legal name: [legal name]
• Address: [address]
• MERSİS number (Turkish central trade registry): [MERSİS]
• Trade registry number: [trade registry no]
• Tax office and number: [tax office / tax no]
• Phone: [phone] · KEP (registered electronic mail address under Turkish law): [KEP address]
• Email: merhaba@kaldera.ai (the domain is being brought online)

1.2. Buyer

The natural or legal person purchasing the service. Name or legal name, address, email and phone details are the information declared by the Buyer during the order and shown in the order summary.

2. Subject of the agreement

The subject of this agreement is to set out the rights and obligations of the parties, under Turkish Law No. 6502 on Consumer Protection and the Mesafeli Sözleşmeler Yönetmeliği (the Turkish Distance Contracts Regulation), in respect of the digital service whose characteristics and sale price are stated below and which the Buyer orders electronically through the Seller's website and console.

Where the Buyer is not a consumer (a purchase for commercial or professional purposes), the provisions specific to consumer legislation do not apply; the relationship between the parties is then governed by the Terms of Use.

3. Essential characteristics of the service

• The service is a GPU compute service used over remote access; it involves no delivery of a physical product.
• Usage is metered by the second; it is not rounded up to the minute or the hour.
• Alongside the compute charge, storage and network traffic are metered as separate items and shown as separate lines on the invoice.
• The unit price is the price shown in the console at the moment the order is placed and stated in the order summary. Marketplace prices change over time; the price of an offer applies at its value at the moment of order for the duration of the workload started on that offer.
• For example: 1,800 seconds on a card with a unit price of $0.42/hr costs $0.21. These figures are illustrative; the current price is visible in the console.

4. Service price and payment

1. The total price is shown in the order summary and on the invoice inclusive of all taxes.
2. Payment is made by prepaid balance top-up or end-of-period collection, through the payment service provider the Seller works with. Card details are not stored on the Seller's systems.
3. The Buyer may define a periodic hard budget cap; when the cap is reached, workloads are paused safely. This is a product for limiting spend, not something that removes the obligation to pay.
4. If payment does not go through, the Seller may suspend the service; interest and costs applicable in the event of default are subject to legislation.

5. Performance period and start of performance

1. The service is digital and performed immediately: performance begins the moment the Buyer starts a workload, and metering starts that same second.
2. A prepaid balance top-up is completed when the balance reaches the account; the balance turns into service as it is used.
3. The maximum performance period required by legislation is met by immediate performance, given the nature of the digital service. If performance cannot take place because of a technical obstacle, the Buyer is informed and the amount collected is refunded.

6. Right of withdrawal

1. If the Buyer is a consumer, they have, as a rule, the right to withdraw within 14 days of the conclusion of the agreement, without giving a reason and without paying a penalty.
2. Exception: the Turkish Distance Contracts Regulation lists among the exceptions to the right of withdrawal services performed instantaneously in an electronic environment and intangible goods delivered to the consumer instantaneously. GPU compute falls within that scope, so the right of withdrawal cannot be exercised for it.
3. For that reason, before starting a workload the Buyer separately confirms that they approve performance beginning immediately and understand that they will lose the right of withdrawal once performance is complete. Performance does not begin without that confirmation.
4. The right of withdrawal is reserved for performances not yet begun: for unused balance, the Buyer may give notice of withdrawal within 14 days.
5. Notice of withdrawal can be given in writing to merhaba@kaldera.ai or through the console. On withdrawal, the amount is refunded to the payment instrument within the period laid down in legislation, counted from receipt of the notice.

7. Refund and credit policy

1. Unused balance: on request, refunded to the payment instrument within the rules of the legislation and of the payment provider.
2. Unbilled time is not a refund: seconds that fail the health check never enter any line item, so they are never charged and there is no refund process to run.
3. Corrections to a closed period: time identified after a period has closed as time that should not have been billed is reflected on the next invoice as a credit line, and its breakdown can be viewed in the console.
4. Defective service: in the event of defective performance, the Buyer's elective rights under Turkish consumer legislation are reserved.
5. Errors originating in the Buyer's own workload (bad code, out-of-memory, misconfiguration) are not grounds for a refund while the infrastructure is working.

8. Invoice

The invoice is issued in compliance with legislation as an e-Arşiv fatura — Türkiye's electronic archive invoice, filed with the tax administration and delivered digitally — and is sent to the email address on the Buyer's account; it can also be downloaded from the console. The invoice shows the items in the period (compute, storage, network traffic and any credit line) separately. The Buyer must keep their invoice details accurate and current.

9. Complaints, disputes and remedies

1. The Buyer may first seek a resolution by writing to merhaba@kaldera.ai.
2. A Buyer who is a consumer may apply, within the monetary thresholds set each year by the Ticaret Bakanlığı (the Turkish Ministry of Trade), to the Tüketici Hakem Heyeti (consumer arbitration committee) of their place of residence or of the place where the transaction was made, and, for disputes above those thresholds, to the Tüketici Mahkemesi (Consumer Court).
3. Where the Buyer is not a consumer, the [competent courts and enforcement offices] have jurisdiction over disputes.
4. In a dispute, the Seller's system logs and its metering and health check data may be used as evidence; the Buyer can access those records through the console and dispute them.

10. Personal data

The Privacy and KVKK Disclosure Notice applies to personal data processed during the order and payment process, and the Cookie Notice applies to data stored in the browser.

11. Force majeure

In cases of force majeure such as natural disaster, a widespread infrastructure or power outage, cyber attack or a change in legislation, performance is suspended for the duration of the impediment. If the impediment exceeds a reasonable period, either party may terminate the agreement; in that case the price of performances not delivered is refunded.

12. Entry into force

This agreement is concluded and enters into force when the Buyer confirms electronically that they have read and accepted it. The preliminary information form and this agreement are sent to the Buyer electronically together with the order summary and are retained by the Seller.