Last Updated: 17 April 2026
Effective Date: 17 April 2026
These Terms of Service ("Terms" or "Agreement") govern the rights and obligations of the parties in connection with the carbon accounting and sustainability management software services offered by CarbonSmart Teknoloji ve Danışmanlık A.Ş. ("CarbonSmart") through carbonsmart.io and app.carbonsmart.io, together with all related modules, APIs, integrations, plug-ins, and support services (the "Service"). Any natural or legal person who accesses, opens an account on, or uses the Service ("Customer") declares that they accept these Terms. The Agreement takes effect together with any separate master service agreement (MSA) or order form executed or to be executed between the Customer and CarbonSmart; in the event of any conflict, the MSA/order form will prevail.
1. PARTIES AND DEFINITIONS
1.1. Parties. This Agreement is entered into between CarbonSmart Teknoloji ve Danışmanlık A.Ş., with headquarters at Sanayi Mah., Teknopark Blv., Teknopark İstanbul, Pendik/İstanbul 34906, Türkiye, and the Customer using the Service.
1.2. Definitions.
(a) "Platform": All software, components, APIs, and interfaces offered by CarbonSmart as SaaS, including the modules listed below.
(b) "Module": Functional components, including Corporate Carbon Footprint (CCFP), CBAM Reporting, Product Carbon Footprint (PCF), LCA & EPD Platform, Sustainability Reporting (TSRS/CSRD/GRI), and Water Footprint.
(c) "Account": The subscription created in the name of the Customer, to which End Users are linked.
(d) "End User": The natural person authorized by the Customer to access the Platform.
(e) "Customer Data": Any data uploaded to, created on, or transmitted through the Platform by the Customer or an End User.
(f) "Subscription": The right to use the Platform, limited to the term and plan specified in the order form.
(g) "Documentation": Product manuals, API documentation, trust center pages, and the service level policy published by CarbonSmart.
(h) "DPA": The Data Processing Agreement, which forms an integral part of this Agreement.
2. FORMATION OF THE AGREEMENT AND AUTHORITY
2.1. The natural person accepting the Agreement on behalf of the Customer represents and warrants that they are authorized to legally bind the Customer. The Service is intended for B2B purposes and is directed at persons and organizations who are at least 18 years of age and acting in the course of a commercial or professional activity.
2.2. Use of the Service in a manner contrary to the laws of the Republic of Türkiye or to applicable export control or sanctions regimes is prohibited. The Customer undertakes not to provide services through the Platform to countries or persons subject to sanctions.
3. SCOPE OF THE SERVICE
3.1. CarbonSmart makes the Platform available to the Customer in accordance with the plan and modules specified in the Order Form. The Platform is offered as Cloud SaaS; Virtual Private Cloud (VPC) or On-Premise options may be provided under a separate supplementary agreement upon request.
3.2. CarbonSmart may make reasonable additions and changes to the features of the Platform in the course of service development. Changes that materially narrow the scope of the service will be announced to the Customer with reasonable prior notice.
3.3. APIs and integrations may be used within the usage limits and rate limits specified in the Documentation.
4. ACCOUNT CREATION, USERS, AND ACCESS
4.1. The Customer is responsible for the accuracy of the account information, for the confidentiality of the End User credentials, and for all activities carried out through the Account.
4.2. The Customer will keep the number of End Users within the limits specified in the Order Form. Additional users will be subject to additional fees.
4.3. The Customer will, without delay, notify CarbonSmart at info@carbonsmart.io upon noticing any suspicious access or security breach.
5. FEES, BILLING, AND TAXES
5.1. The subscription fees payable for the Service are calculated based on the plan, number of users, set of modules, and usage parameters specified in the Order Form.
5.2. Unless otherwise agreed in writing, billing is performed annually in advance. For monthly plans, billing is performed monthly in advance.
5.3. Fees are exclusive of value added tax, withholding tax, digital service tax, and any similar taxes. Such taxes are shown separately on the invoice and are payable by the Customer.
5.4. Payment may be made by credit card (via the payment service provider), wire transfer/EFT, or check, as the Customer prefers. For foreign currencies, the CBRT foreign exchange selling rate on the invoice date applies.
5.5. Default interest will accrue on amounts not paid by their due date at the CBRT short-term advance interest rate. CarbonSmart reserves the right to suspend the Service in the event of payment delay, after giving prior written notice.
6. RENEWAL, CANCELLATION, AND REFUNDS
6.1. The Subscription will automatically renew on the same terms at the end of the term specified in the Order Form unless either party provides written notice of termination at least 30 days in advance.
6.2. Under annually prepaid plans, the Customer may not request a pro-rated refund for the remaining period; however, in the event of a material breach of the agreement by CarbonSmart, the unused portion of the fees will be refunded.
6.3. Under monthly plans, the Customer may cancel the subscription effective at the end of the current invoicing period. No refunds will be made for the monthly period that has already commenced.
6.4. Given the B2B nature of the Service, the right of withdrawal specific to distance contracts under Consumer Protection Law No. 6502 does not apply to the Customer; however, statutory rights are reserved in the exceptional cases where the Customer qualifies as a consumer.
7. CUSTOMER OBLIGATIONS
7.1. The Customer represents and warrants that the data uploaded to the Platform is accurate, up-to-date, and lawful; that it does not infringe the rights of third parties; and that, where it includes personal data, the relevant disclosure and legal grounds have been satisfied.
7.2. The Customer agrees not to use the Platform in any of the following ways:
(a) For purposes contrary to law, morality, or public order.
(b) To distribute malicious software, attempt cyberattacks, or disable security measures.
(c) To examine, reverse engineer, decompile, or disassemble the Platform's source code (except to the extent permitted by mandatory applicable law).
(d) To replicate the Platform in order to produce a similar service or to develop a competing product.
(e) To carry out automated abuse, scraping, or load testing in a manner that exceeds API limits (except with prior written permission).
(f) By concealing identity, using another person's account, or creating fake accounts.
7.3. The Customer is obliged to comply with applicable legislation, including KVKK, GDPR, UK GDPR, Electronic Commerce Law No. 6563, Internet Law No. 5651, and other relevant laws.
8. CarbonSmart OBLIGATIONS AND SERVICE LEVEL
8.1. CarbonSmart undertakes to provide the Platform with a target monthly uptime of 99.9%. Scheduled maintenance windows, force majeure events, and outages caused by the Customer are excluded from this calculation.
8.2. If the committed uptime is not achieved, the Customer will be granted service credits on the monthly subscription fee according to the following scale. Service credits are the Customer's sole and exclusive remedy.
(a) Below 99.9% – down to and including 99%: 10% of the monthly fee.
(b) Below 99% – down to and including 95%: 25% of the monthly fee.
(c) Below 95%: 50% of the monthly fee.
8.3. CarbonSmart will provide response times appropriate to the support plan selected by the Customer through its support channels (email, in-Platform support); and will conduct backup, monitoring, and security processes as set out in the Documentation.
9. INTELLECTUAL PROPERTY RIGHTS
9.1. All intellectual property rights in the Platform, including software code, interface design, algorithms, data models, the emission factor library, documentation, logos, and trademark rights, belong to CarbonSmart. This Agreement grants the Customer a non-exclusive, non-transferable, and non-sublicensable right of use, limited to the term and scope specified in the Order Form.
9.2. The Customer retains all rights in the Customer Data. The Customer grants CarbonSmart a non-exclusive, sublicensable (only in favor of subprocessors) right of use, to the extent necessary for the provision, hosting, backup, technical support, and improvement of the Service. Anonymized and aggregated usage data may be used for the development of the Platform and for industry benchmarking, in a manner that does not reveal the Customer's identity.
9.3. Feedback. With respect to suggestions, comments, and improvement proposals voluntarily provided by the Customer in connection with the Service ("Feedback"), CarbonSmart is deemed to be granted a perpetual, worldwide, royalty-free, transferable, and sublicensable right of use; the Customer will not assert any copyright claim in this regard.
10. PROCESSING OF CUSTOMER DATA
10.1. CarbonSmart acts as a data processor on behalf of the Customer with respect to personal data contained within Customer Data. The conditions of processing are set out in the DPA.
10.2. CarbonSmart publishes the list of subprocessors on its trust center page. In the event a new subprocessor is added, the Customer will be notified in advance and the Customer's reasonable right of objection is reserved.
10.3. Upon termination of the subscription, the Customer's right to export its data is preserved for 90 days from the termination date. At the end of this period, the data will be permanently deleted or anonymized.
11. CONFIDENTIALITY
11.1. The parties undertake to protect the commercial, technical, financial, operational, and other confidential information shared under the Agreement; to use it only in the performance of the Agreement; and to share it only with employees and consultants who need to know and who are subject to confidentiality obligations.
11.2. The confidentiality obligation will continue for five (5) years after termination of the Agreement. With respect to information constituting trade secrets, the obligation is indefinite.
11.3. Information whose disclosure is required by legal authorities will not constitute a breach of confidentiality; however, the disclosing party will, to the extent legally permitted, give the other party prior notice.
12. DISCLAIMER OF WARRANTIES
12.1. The Platform is provided "as is" and "as available." To the maximum extent permitted by mandatory applicable law, CarbonSmart provides no express or implied warranty as to merchantability, fitness for a particular purpose, uninterrupted/error-free operation, or non-infringement of the rights of third parties.
12.2. Platform outputs (including carbon footprint calculations, CBAM declarations, and TSRS/CSRD reports) must be reviewed by the Customer and validated by appropriate experts before any official declaration, regulatory submission, or public disclosure. The Customer is responsible for the consequences of using Platform outputs.
13. LIMITATION OF LIABILITY
13.1. To the maximum extent permitted by mandatory applicable law, CarbonSmart's total compensation liability arising under or in connection with the Agreement shall not exceed the total subscription fees actually paid to CarbonSmart by the Customer in the twelve (12) months preceding the event giving rise to the claim.
13.2. CarbonSmart shall not be liable for loss of profits, loss of revenue, loss of data (provided that backup obligations have been fulfilled), loss of reputation, loss of anticipated savings, or any indirect, special, punitive, or consequential damages.
13.3. The above limitations do not apply to liabilities arising from CarbonSmart's intent or gross negligence, death or personal injury, personal data breaches caused by gross negligence, or liabilities that cannot be limited under mandatory legislation.
14. INDEMNIFICATION
14.1. The Customer undertakes to indemnify and hold harmless CarbonSmart from any damages (including reasonable attorneys' fees) arising from claims, lawsuits, and administrative actions brought against CarbonSmart due to the unlawfulness of the Customer Data, infringement of third-party rights, or breach of the Agreement by the Customer.
14.2. CarbonSmart will defend the Customer against third-party claims that the Platform, in its independent use, infringes the intellectual property rights of third parties, and will indemnify damages awarded by a final court judgment, provided that the Customer gives prompt written notice, leaves the defense to CarbonSmart, and provides reasonable cooperation.
15. TERMINATION
15.1. Either party may terminate the Agreement by written notice if the other party fails to remedy a material breach within 30 days, or in the event of bankruptcy, composition with creditors, liquidation, or serious insolvency.
15.2. CarbonSmart may suspend the Service without delay and terminate the Agreement upon determining that the Customer is misusing the Service, has become the source of a cyberattack, or threatens information security.
15.3. In the event of termination, refund of fees paid for the unused portion is conditional only on termination due to a material breach by CarbonSmart. No refunds will be made in cases of termination caused by the Customer.
15.4. Following termination, the 90-day period provided for the Customer to export its data is reserved.
16. FORCE MAJEURE
16.1. Events outside the parties' reasonable control, such as natural disasters, epidemics, war, terrorism, strikes, general internet infrastructure outages, decisions of public authorities, censorship, widespread cyberattacks (including DDoS), and outages of electrical and telecommunications backbones, will be deemed force majeure events. Delay in performance during force majeure will not constitute a breach; the affected party will notify the other party of the situation within a reasonable time.
17. DISPUTE RESOLUTION AND GOVERNING LAW
17.1. This Agreement is governed by the laws of the Republic of Türkiye. The parties agree to seek resolution of any dispute arising under the Agreement through good-faith negotiations in the first instance.
17.2. In disputes that cannot be settled by reconciliation, the Istanbul Anatolia Courts and Enforcement Offices shall have exclusive jurisdiction.
17.3. For commercial disputes falling within the scope of Law No. 7155, the provisions on mediation as a precondition for litigation will apply.
17.4. The provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) do not apply to this Agreement.
18. CHANGES AND NOTICES
18.1. CarbonSmart may update the Terms from time to time. The current text is published at carbonsmart.io/legal-terms. Material changes will be announced at least 30 days in advance via in-Platform notification or to the Customer's registered email address.
18.2. The Customer who objects to the changes may terminate the Agreement within the 30-day notice period. Continuing to use the Service after the end of this period constitutes acceptance of the changes.
18.3. Official notices will be made to the contact details registered in the Customer's Account or to the KEP address.
19. ASSIGNMENT
19.1. The Customer may not assign its rights and obligations under the Agreement to third parties without CarbonSmart's prior written consent. CarbonSmart may assign the Agreement to its successors in cases of restructuring, including merger, division, change of legal form, or sale of a business or commercial unit.
20. MISCELLANEOUS PROVISIONS
20.1. Severability. If any provision of the Agreement is found to be invalid or unenforceable, this will not affect the validity of the other provisions; the invalid provision will be deemed replaced with a valid provision that most closely reflects the parties' original intent.
20.2. Effect of Waiver. The failure or delay of any party to exercise any right does not constitute a waiver of that right.
20.3. Independent Parties. The parties are independent contractors. The Agreement does not create a partnership, agency, or employment relationship.
20.4. Entire Agreement. The Agreement, the Order Form, the DPA, the Privacy Policy, the Cookie Policy, the KVKK Disclosure Notice, and the annexes constitute the entire agreement between the parties; they supersede prior oral or written statements and agreements.
20.5. Language. The Turkish text of the Agreement is the original. Translated texts are for informational purposes; in the event of any conflict, the Turkish text will prevail.
20.6. Contact. All notices regarding the Agreement may be sent to the following addresses:
CarbonSmart Teknoloji ve Danışmanlık A.Ş., Sanayi Mah., Teknopark Blv., Pendik/İstanbul 34906
Email: info@carbonsmart.io
