Sales and Licence Agreement

Article 1 – Parties

1.1. SELLER

(Hereinafter "SELLER" or "VOISER".)

1.2. BUYER

(Hereinafter "BUYER". SELLER and BUYER are each a "Party" and together the "Parties".)

Article 2 – Subject and formation

2.1. The subject of this Agreement is the sale to the BUYER of a licence to use the SELLER's real-time AI simultaneous translation platform "Voiser Live" (voiser.live) within the scope, term and price set out in the annexed Order/Package Summary. Use of the service is further governed by the Terms of Service, and personal data by the Privacy Policy and the Data Processing Agreement.

2.2. The Agreement is concluded in one of two ways:

• Online purchase: the BUYER selects a package on voiser.live, reads this Agreement at checkout, ticks the acceptance box, pays by credit/debit card or bank transfer and completes the order.
• Quotation: the SELLER enters the package details of the quotation accepted by the BUYER into the BUYER's workspace. When the quotation is paid from the panel, or when the BUYER's authorised user logs in, the Agreement opens in full with the completed Package Summary and the user accepts it on behalf of the BUYER by ticking the acceptance box. The authorised users' panel is not opened for use until acceptance.

2.3. In both cases the Agreement is concluded electronically at the moment of acceptance within the meaning of arts. 1 and 14 of the Turkish Code of Obligations and has the effect of an agreement signed by the Parties; no wet-ink signature is required. If the BUYER requests a wet-ink copy, the same text is signed in two originals.

2.4. Acceptance record: the SELLER records the accepting user's name and e-mail, the workspace ID, the time of acceptance, a hashed network address and the accepted version, makes the record viewable in the BUYER's account and e-mails a copy of the Agreement to the BUYER. The Parties agree that this record is conclusive evidence under art. 193 of the Turkish Code of Civil Procedure.

2.5. The accepting user represents that they are authorised to represent the BUYER. Where the BUYER is a consumer, this Agreement also serves as the pre-contractual information form under the Turkish Distance Contracts Regulation.

Article 3 – Product and service

3.1. Voiser Live is a cloud-based software service (SaaS) that transcribes and translates speech at congresses, meetings, conferences and similar events in real time. Participants join via QR code in a browser without installing an app; several independent rooms may be opened within one event; transcripts and summaries may be generated afterwards.

3.2. The package-specific scope is set out in the annexed Order/Package Summary, which prevails in case of conflict.

3.3. A usage minute is the time a room is live, counted per minute without rounding; concurrent rooms are added together. Test and rehearsal broadcasts are also deducted from the allowance; the trial granted to new workspaces may be used for this purpose.

3.4. Broadcast and minute records are shown in real time in the panel. A business BUYER may dispute the minute count for an event in writing, with reasons, within seven (7) days; undisputed records become final.

Article 4 – Packages, add-ons and overage

• One-off package: minutes may be used across several events during the validity period; remaining minutes lapse at expiry.
• Monthly and annual subscription (where offered): a fresh allowance is granted at the start of each period (month or year); unused minutes do not roll over.
• Annual enterprise licence (quoted packages): the licence starts on the date the package is assigned to the account and is valid for the term in the Package Summary (default one year). The BUYER may use it at an unlimited number of events it organises, including events it personally organises for third parties as a professional organiser.
• Trial: new workspaces may receive a limited trial on the conditions stated at checkout; no card is required and the trial does not convert automatically into a paid package. A trial broadcast stops when the trial minutes run out.
• Add-ons: the BUYER may buy additional minute packages at any time from the panel or by written request; an add-on runs for its own term. If there are several packages, a broadcast's minutes are deducted, among the packages that cover the room's capacity, first from the trial and then from the package that expires soonest.
• A running broadcast is not cut off: if the allowance runs out during a broadcast, the broadcast continues.
• Overage (quoted packages): overage is on by default for quoted packages; once the allowance is exhausted broadcasting may continue and the excess time is calculated per minute at the hourly rate in the Package Summary and invoiced. The BUYER may switch overage off in the panel at any time; while it is off, no new broadcast can be started once the allowance is exhausted, a running broadcast is not cut off and its excess time is invoiced at the same rate.
• Packages bought online: there is no overage. No new broadcast can be started once the allowance is exhausted; the time by which a running broadcast exceeds the allowance is deducted from the allowance of the next package the BUYER buys.
• The SELLER notifies the BUYER in the panel and by e-mail at 80% and 100% of the allowance.
• The licence is non-exclusive, non-transferable and non-sublicensable; access credentials may not be rented or sold to third parties.

Article 5 – Price, invoicing and payment

5.1. The price is stated in the Order/Package Summary and excludes VAT unless stated otherwise. To the extent the exemption under Provisional Art. 20 of VAT Law No. 3065 applies, the VAT rate is 0%; BUYERS established abroad are invoiced without VAT as an export of services. Invoices are issued electronically; for prices in foreign currency the Central Bank selling rate on the invoice date applies.

5.2. Card payment: payment is taken on the payment provider's secure page; card details never reach the SELLER. Card payments are collected on behalf and for the account of the SELLER by its group company Voiser AI Ltd (United Kingdom, company no. 15255746); such collection discharges the BUYER's payment obligation to the SELLER. For subscriptions (where offered) the BUYER authorises the period fee to be charged to the stored card.

5.3. Bank transfer: payment is made to the SELLER's account shown on screen or on the invoice with the BUYER's unique reference code in the description. The package is activated once receipt of funds is confirmed; transfer and currency costs are borne by the sender and a lesser amount activates entitlements pro rata. For quoted packages, add-on and overage fees are paid within ten (10) days of receipt of the invoice.

5.4. Late payment by a business BUYER bears commercial default interest under Law No. 3095; the SELLER may suspend the package if payment is more than thirty (30) days overdue. If a card charge fails the BUYER is notified and the subscription may be suspended if payment is not received within seven (7) days.

5.5. If a business BUYER does not object to an invoice in writing within eight (8) days, its content is deemed accepted (Turkish Commercial Code art. 21/2). Cancellation or postponement of an event or low attendance does not entitle the BUYER to a refund or extend the term.

5.6. The SELLER may update its tariff; changes apply to new orders and to ongoing subscriptions from the next renewal after at least thirty (30) days' notice. The price of quoted packages does not change during the licence term.

Article 6 – Delivery

The package is activated once payment is confirmed (for quoted packages also after electronic acceptance and, for advance payment, receipt of funds): usually instantly for card payments, after receipt of funds for bank transfers, within three (3) business days for quoted packages and in any event within thirty (30) days. If performance becomes impossible the SELLER informs the BUYER immediately and refunds the amount paid within fourteen (14) days.

Article 7 – Renewal, cancellation and refunds

• Monthly subscriptions renew every month and annual subscriptions every year (where offered), automatically for the same period and on the same terms unless cancelled, and the fee is charged to the stored card; for subscriptions paid by bank transfer the payment details and reference code are e-mailed before renewal and the subscription renews once payment is confirmed. For annual subscriptions the SELLER e-mails a reminder of the renewal date and price at least thirty (30) days before renewal.
• The BUYER may cancel a subscription from the panel at any time before the next renewal; cancellation takes effect at the end of the current period and that period's fee is not refunded.
• Quoted annual enterprise licences do not renew automatically; the Parties discuss renewal terms at least thirty (30) days before expiry.
• A refund may be requested for a wholly unused one-off package within fourteen (14) days of purchase; if accepted the amount is refunded via the original payment method within fourteen (14) days.
• For disruptions attributable to the SELLER that prevent delivery of the service, the BUYER's exclusive remedy is a minute credit or term extension equal to the affected time.

Article 8 – Right of withdrawal (consumers only)

8.1. A BUYER who is a consumer under Turkish Law No. 6502 may, as a rule, withdraw within fourteen (14) days without giving reasons. Because the service is performed instantly in an electronic environment it falls within art. 15/1-ğ of the Distance Contracts Regulation; by a separate checkbox at checkout the consumer requests immediate performance and acknowledges that the right of withdrawal is lost under arts. 15/1-ğ and h once the first broadcast has started.

8.2. If no broadcast has been started, the consumer may withdraw within fourteen (14) days by written notice to hello@voiser.ai or using the annexed Withdrawal Form; the price is refunded within fourteen (14) days. A BUYER purchasing for commercial or professional purposes is not a consumer and this Article does not apply.

Article 9 – Obligations of the parties

9.1. The SELLER keeps the platform operational, provides maintenance and technical support and gives notice of planned maintenance. For quoted packages, live-event support is provided via the channels in the Package Summary during event hours notified by the BUYER at least three (3) business days in advance.

9.2. The BUYER uses the platform in compliance with the law and the Terms of Service and is responsible for account security and the actions of users it invites. Large events must be scheduled in the panel in advance.

9.3. Technical prerequisites: the BUYER provides a clean line-level feed from the venue mixing desk, a stable internet connection for the broadcasting device and sufficient Wi-Fi/mobile capacity for listeners, and runs a test broadcast at least twenty-four (24) hours before each event. Where no test is made or prerequisites are not met, disruptions caused by audio, connectivity or capacity cannot be attributed to the SELLER.

9.4. In events the BUYER organises for others, the relationship with the event owner and participants belongs to the BUYER, which represents that it has obtained the necessary authority and consents.

9.5. The BUYER reports disruptions immediately during the live broadcast and in any case in writing within forty-eight (48) hours after the event, supported by panel records.

Article 10 – Intellectual property and event content

10.1. All intellectual and industrial property rights in the platform belong to the SELLER; this Agreement grants only a right of use.

10.2. Transcripts, translations, audio and summaries generated at events ("Event Content") belong to the BUYER. The SELLER processes them only to perform the service, does not use them to train AI models, and its personnel access them only within a support ticket opened by the BUYER. Raw audio is never stored permanently by the SELLER; the records the live translation provider keeps for a limited period for abuse monitoring are described in the Privacy Policy.

10.3. Event Content is AI output; accuracy is not guaranteed and it is not an official translation. Under art. 50 of the EU AI Act the SELLER indicates in the interface that outputs are AI-generated and marks exported files in a machine-readable manner; where outputs are published to the public, the BUYER provides any required disclosure.

10.4. The BUYER is responsible for the lawfulness of content spoken and uploaded and indemnifies the SELLER against third-party claims (including reasonable legal fees) arising from it or from failure to obtain consent.

10.5. The BUYER may not use the "Voiser" trademark without permission. The SELLER may name a business BUYER and its logo in its reference list; the BUYER may object by written notice.

Article 11 – Confidentiality and personal data

11.1. The Parties do not disclose commercial, technical and financial information learned under this Agreement to third parties except as required by law; this obligation survives termination.

11.2. With respect to Event Content the BUYER is the controller and the SELLER the processor; informing participants and obtaining any necessary consent is the BUYER's responsibility. Details are set out in the Data Processing Agreement accepted together with this Agreement.

Article 12 – Limitation of liability

12.1. The SELLER provides the service with reasonable care and is not liable for disruptions caused by internet infrastructure, third-party providers or the BUYER.

12.2. The SELLER's total liability is limited to the fees paid by the BUYER in the twelve (12) months preceding the event giving rise to the claim; indirect damages, loss of profit and loss of reputation are excluded. Wilful misconduct, gross negligence (Turkish Code of Obligations art. 115) and mandatory consumer-protection rules are reserved.

12.3. Unless expressly stated in the Package Summary, the SELLER does not commit to any specific availability, latency or accuracy rate; statements in marketing materials are informational. In critical sessions translation output must not be used on its own and human interpreters should be provided where necessary; the SELLER is not liable for damage arising from translation errors.

Article 13 – Term and termination

13.1. The Agreement enters into force on the date of acceptance and remains in force for the term of the package or subscription.

13.2. If a Party breaches its obligations and fails to cure within fifteen (15) days of written notice, the other Party may terminate. If the licence is transferred, rented or resold the SELLER may suspend the account immediately and terminate for cause; fees are not refunded.

13.3. The BUYER may export Event Content before termination and within thirty (30) days thereafter; records are downloaded individually from the panel and a bulk export is provided on request.

13.4. For quoted packages the Agreement may not be changed to the BUYER's disadvantage during the licence term; for other packages changes follow the notice and acceptance procedure in Article 17 of the Terms of Service.

Article 14 – Force majeure and notices

14.1. Events beyond the Parties' control that make performance impossible constitute force majeure; obligations are suspended for their duration and the Parties review the Agreement if they last more than thirty (30) days.

14.2. The addresses in Article 1 are the notice addresses; ordinary correspondence may be by e-mail, KEP and panel notifications.

Article 15 – Disputes

This Agreement is governed by the laws of the Republic of Türkiye. The Parties first try to resolve disputes through discussion; commercial disputes are referred to mandatory mediation under art. 5/A of the Turkish Commercial Code. The Istanbul (Çağlayan) Courts and Enforcement Offices have jurisdiction. The rights of a BUYER who is a consumer in Türkiye to apply to consumer arbitration committees and consumer courts are reserved.

Article 16 – Records and entry into force

16.1. The SELLER keeps order, pre-contractual information, acceptance, payment and performance records for at least three (3) years and for ten (10) years for commercial bookkeeping purposes.

16.2. This Agreement and its annexes constitute the entire agreement between the Parties on its subject and supersede prior quotations, e-mails and presentations. Invalidity of one provision does not affect the others. The Agreement was accepted electronically by the BUYER (acceptance record: [Acceptance date/time] · [User] · [Workspace] · Version 5.0). In case of discrepancy between the Turkish and English versions, the Turkish version prevails.

Annex 1 – Order / Package Summary

Annex 2 – Withdrawal form (consumers only, Article 8.2)

To: Voiser Teknoloji Limited Şirketi, hello@voiser.ai. I hereby withdraw from the contract for the sale of the following service. Order No. / Date: ………… Name: ………… Address: ………… Date: ………… Signature (paper notice only): …………

Signatures