Draft prepared for review by Roltek's legal counsel. Not legal advice.
Last updated: [Effective date]
Please read sections 13 (devices, safety and control), 19 (warranties) and 20 (limitation of liability) carefully. They limit our obligations and allocate risks that matter in industrial use.
1. Parties and acceptance
1.1 These terms of service (the "Terms") are an agreement between Roltek A.Ş. (Roltek Teknoloji), Megapol Çarşı Kule, Halkapınar Mah. 1203/11. Sk. No: 5-7, Kat 9, Ofis 98, 35170 Konak, İzmir, Türkiye, MERSİS no. [MERSİS no.] ("Roltek", "we") and the business that registers for or uses the Hermetry platform (the "Customer", "you").
1.2 You accept the Terms by ticking the acceptance box when you sign up, by signing an order form that refers to them, or by using the Service. The individual who accepts confirms that they are authorised to bind the Customer.
1.3 Business customers only. The Service is offered exclusively to merchants, companies, public bodies and other persons acting for their trade, business, craft or profession. It is not offered to consumers. Consumer law (including Türkiye's Consumer Protection Law No. 6502 and the EU consumer acquis) gives consumers rights, such as a right of withdrawal and protection against standard terms, that are designed for household purchases and are not compatible with an industrial platform priced and supported for businesses. If you are a consumer, you must not register. By accepting, you confirm that you act for business purposes.
2. Definitions
- Service: the hosted Hermetry platform, its APIs, the mobile app, the SCADA symbol library, documentation and any related support, as described on hermetry.com and in your order form.
- Order Form: an online plan selection or a signed order, quotation or Enterprise agreement that states the plan, add-on modules, device counts, term, fees and any service levels.
- Tenant: the separate workspace in which the Customer's data and users are held.
- Authorised User: a person the Customer allows to access its Tenant, including its employees, contractors and its own end customers.
- Customer Content: all data the Customer or its Authorised Users or devices put into the Service, including telemetry, device data, dashboards, rules, files and personal data.
- Devices: sensors, gateways, routers, controllers, phones and any other equipment connected to the Service by or for the Customer.
- DPA: our Data processing addendum. AUP: our Acceptable use policy. Both form part of these Terms.
3. Accounts and Authorised Users
3.1 You are responsible for your Authorised Users and for all activity in your Tenant, including the roles, permissions, approval rules and sign-in policies you configure.
3.2 You must keep credentials, API keys and device secrets confidential, use the security features suitable for your risk (such as two-factor sign-in, passkeys or single sign-on), and notify us without delay at info@hermetry.com if you suspect unauthorised access.
3.3 If you give your own customers access to your Tenant, you are responsible to them for that access, and you will impose terms on them that are at least as protective of Roltek as these Terms and the AUP.
4. The Service and regions
4.1 Hermetry is provided as separate deployments in the European Union, the United States and Türkiye. You choose the region when you create your Tenant. Customer Content is stored in that region and is not moved to another region for normal operation without your instruction.
4.2 An on-premises installation of Hermetry is available only under a separate Enterprise agreement, which then governs licensing, installation, updates and support; these Terms apply to it only so far as that agreement says so.
4.3 We may improve and change the Service. We will not materially reduce the core functionality of a paid plan during your current paid term. If we discontinue a feature you pay for separately, we will give you reasonable notice and a pro-rata refund of prepaid fees for it.
5. Plans and add-on modules
5.1 Free plan and trials. Where we offer a free plan or a free trial, it is limited to the device counts, features and duration shown on the pricing page, carries no service level, and may be changed or ended by us with reasonable notice. At the end of a trial your Tenant moves to the free plan or is suspended, as the pricing page states, unless you choose a paid plan.
5.2 Paid plans. Paid plans are charged per device, with volume tiers, for the term stated in the Order Form. Enterprise plans are agreed in writing and may include on-premises installation.
5.3 Add-on modules. Add-on modules are priced on request and are licensed for the term and scope in the Order Form.
6. Fees, VAT and invoicing
6.1 You pay the fees in the Order Form or on the pricing page for your region, in the currency of that region. Prices shown on the website include VAT where it applies; invoices state VAT separately as required by law. Withholding taxes, if any, are borne so that we receive the full invoiced amount, unless the law forbids it.
6.2 Billing happens in the Service. Fees are invoiced in advance for each billing period and are due within [14] days of the invoice date, unless the Order Form states otherwise. Card payments are processed by our payment provider.
6.3 Late payment. If an amount is not paid when due, default interest accrues without further notice at the rate under Article 2(2) of Law No. 3095 on Legal Interest and Default Interest or, where Article 1530 of the Turkish Commercial Code (TTK) applies, at the rate and with the compensation set there. We may also suspend the Service under section 17 after written notice.
6.4 Disputed invoices. You must raise any dispute about an invoice in writing within 8 days of receiving it, in line with Article 21(2) TTK, and pay the undisputed part on time.
6.5 Price changes. We may change prices with at least [30] days' notice. Changes apply from your next renewal; if you do not accept them, you may cancel before the renewal takes effect.
6.6 Fees are non-refundable except where these Terms or the law provide otherwise.
7. Term, renewal and cancellation
7.1 A paid subscription runs for the term in the Order Form (monthly or annual) and renews automatically for the same term unless either party cancels before the end of the current term. You can cancel in the Service or by writing to info@hermetry.com; cancellation takes effect at the end of the current term.
7.2 Free plans continue until you or we end them.
8. Customer Content
8.1 As between the parties, you own Customer Content. You are responsible for its accuracy and lawfulness and for having every right, notice and legal basis needed to collect it and to let us process it, including notices to your staff and other people whose data you put into the Service.
8.2 You grant Roltek a non-exclusive, worldwide, royalty-free licence, for the duration of the agreement and any export period, to host, copy, transmit, process and display Customer Content only as needed to provide, secure and support the Service and to comply with the law. We acquire no other right to Customer Content.
8.3 We process personal data in Customer Content as your processor under the DPA. Where KVKK or the GDPR applies, the DPA is the agreement required by Article 12 KVKK and Article 28 GDPR.
8.4 Statistics. We may derive aggregated and anonymised statistics from the operation of the Service (such as message rates, device counts per protocol, feature usage and performance data) to run, secure and improve it. These statistics do not identify you, your Authorised Users, your Devices or any individual, and we do not disclose them in a form that does.
8.5 EU Data Act. Where the EU Data Act (Regulation (EU) 2023/2854) applies to you, nothing in these Terms limits your rights under it, including to access and port data generated by your use of connected products and related services and to switch to another provider (section 23).
9. Acceptable use
You and your Authorised Users must comply with the Acceptable use policy. Triggering the Service's security measures on purpose, including its decoys and AI firewall, is a breach of these Terms.
10. Third-party devices and services
10.1 Hermetry Licensed Devices and other Devices are made by their manufacturers. The licence means that the Device is prepared to connect to Hermetry; it is not a warranty by Roltek for the Device. The manufacturer's warranty, safety documentation and support terms apply to the Device, including where Roltek is the manufacturer or seller, in which case the separate sales terms for that Device apply.
10.2 Third-party services you connect, such as sign-in providers, SMS and messaging gateways, mobile networks and cloud services, are governed by their own terms. We are not responsible for them.
11. AI features
11.1 The Service includes features that use artificial intelligence, including the AI firewall, an assistant, and (on our community forum) machine translation and a help bot powered by Anthropic's Claude.
11.2 AI output can be incomplete or wrong. Translations and assistant answers are aids; you must check them before relying on them, in particular before changing a Device, a rule or a safety-relevant setting.
11.3 The AI firewall makes automated security decisions on network traffic, sessions and accounts (for example slowing or blocking requests that look like an attack) and records the reason for each. It does not send commands to industrial Devices by itself; on Devices it can only suggest actions for a person to approve. If a block affects legitimate use, contact us and a person will review it.
12. Beta features
Features labelled beta, preview or in development are provided for evaluation, without any service level or warranty, may change or be withdrawn at any time, and must not be used for production or safety-relevant purposes.
13. Devices, safety and control
13.1 Hermetry is not a safety system. It is a monitoring, visualisation and supervisory platform that depends on networks, mobile operators and cloud infrastructure that can fail or be delayed. It is not designed, certified or intended to be a safety instrumented system, an emergency shutdown, a fire or gas system, a life-support system or any other function where failure could cause death, injury, environmental damage or major property damage. You must not use the Service as the only means of protection for life, health, safety, the environment or critical process control.
13.2 You remain solely responsible for the design, installation, operation, maintenance and safety of your Devices, sites and processes, including local controls, hard-wired interlocks, safety relays, emergency stops, fail-safe states and manual overrides that work independently of the Service, and for compliance with the occupational health and safety, machinery and sector rules that apply to you.
13.3 You are responsible for your field Devices, their firmware where you control it, SIM cards and data plans, site networks, power and physical security.
13.4 Rules, automations, schedules, commands and firmware updates sent to Devices through the Service are created by you and executed on your instruction. You must test them before use in production and limit them to what is safe if they run late, twice or not at all.
13.5 Approval workflows, four-eyes rules, quarantine of new Devices, staged rollouts and similar features are aids that help you apply your own procedures. They do not guarantee that a command, update or decision is correct or safe, and they do not replace your own risk assessment and supervision.
14. Availability and support
14.1 We will use reasonable care and skill to keep the Service available and secure. Any service level, including availability targets, support hours, response times and service credits, applies only where stated in your Order Form or on the plan page for your plan. Where a service level provides credits, those credits are your sole remedy for the failure they cover.
14.2 We may carry out planned maintenance and will announce it in advance on our status page where practicable. We may carry out urgent maintenance without notice to protect the Service.
15. Intellectual property
15.1 The Service, its software, symbol libraries, documentation, designs and the Hermetry name and marks belong to Roltek or its licensors and are protected by intellectual property laws, including Law No. 5846 on Intellectual and Artistic Works. Subject to these Terms and payment of fees, we grant you a non-exclusive, non-transferable right for the term to use the Service for your internal business purposes and to provide your own services to your customers through your Tenant.
15.2 You must not copy, modify, reverse engineer or decompile the Service except where the law expressly permits it; extract the symbol library or other content for use outside the Service; or build a competing product using the Service.
15.3 White-label and custom domain options let you show your own brand to your users. They do not transfer any rights in the Service.
16. Feedback
If you give us suggestions or feedback, we may use them freely and without obligation to you, provided that we do not disclose your Confidential Information or identify you without consent.
17. Suspension
17.1 We may suspend all or part of the Service, limited to what is reasonably necessary, if: (a) an amount remains unpaid 14 days after a written reminder; (b) your use breaches the AUP or threatens the security, integrity or availability of the Service, other customers or third parties; or (c) suspension is required by law or an authority.
17.2 We will give prior notice where practicable, and otherwise as soon as possible, and will restore the Service once the cause is resolved. For safety-related Tenants we will, where we can, suspend only the affected users, Devices or features rather than the whole Tenant.
18. Confidentiality
18.1 "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or should reasonably be understood to be confidential, including Customer Content, pricing in an Order Form, security information and product plans.
18.2 The receiving party will use Confidential Information only to perform the agreement, protect it with at least reasonable care, and disclose it only to its personnel, affiliates, sub-processors and advisers who need to know it and are bound by equivalent duties. These duties do not apply to information that is or becomes public without breach, was already lawfully known, is independently developed, or is lawfully received from a third party. Disclosure required by law or an authority is permitted after notice to the other party where lawful.
18.3 These duties continue for five years after the end of the agreement, and for trade secrets and Customer Content for as long as they remain confidential.
19. Warranties and disclaimers
19.1 Each party warrants that it has the power to enter into the agreement. We warrant that the Service will perform materially as described in its documentation during a paid term. If it does not, and you tell us within 30 days of becoming aware, we will correct the non-conformity or, if we cannot do so within a reasonable time, either party may terminate the affected subscription and we will refund prepaid fees for the remaining term.
19.2 Except as stated in these Terms and to the extent permitted by law, the Service is provided "as is" and "as available". We do not warrant that it will be uninterrupted or error-free, that telemetry will arrive without delay or loss, that AI output will be accurate, or that the Service is fit for a purpose we have not agreed in writing. The free plan, trials and beta features are provided without any warranty.
20. Limitation of liability
20.1 Unlimited liability. Nothing in these Terms limits or excludes liability: for wilful misconduct or gross negligence (any prior agreement excluding it is void under Article 115 of the Turkish Code of Obligations No. 6098 (TBK)); for death or personal injury caused by negligence; for fraud; or for any other liability that cannot be limited or excluded by law.
20.2 Excluded losses. Subject to section 20.1, neither party is liable for indirect or consequential loss, loss of profit, revenue, business or goodwill, loss of production or downtime, or the cost of procuring substitute services, however arising.
20.3 Data. Subject to section 20.1, our liability for loss or corruption of Customer Content is limited to restoring it from our most recent available backup in line with our backup duties. You are responsible for exporting and keeping your own copies of data that you need to retain.
20.4 Cap. Subject to section 20.1, each party's total liability arising from or in connection with the agreement in any 12-month period, whether in contract, tort or otherwise, is limited to the fees paid and payable by the Customer for the Service in the 12 months before the event giving rise to the claim. For the free plan and trials, where no fees are paid, our liability is limited to the liability that cannot be excluded under section 20.1.
20.5 The cap does not apply to your obligation to pay fees, or to your liability under section 21.
20.6 Each party must take reasonable steps to mitigate its loss. The allocation of risk in this section reflects the fees and is an essential basis of the agreement.
21. Indemnities
21.1 By you. You will defend and indemnify Roltek against third-party claims, fines and reasonable costs arising from Customer Content, your breach of the AUP or of applicable law, your Devices and processes, or commands, rules and automations executed on your instruction.
21.2 By us. We will defend you against third-party claims that the Service, as provided by us, infringes that party's intellectual property rights, and pay the amounts finally awarded or agreed in settlement. If such a claim is made or likely, we may modify the Service so it no longer infringes, obtain a licence, or terminate the affected Service and refund prepaid fees for the remaining term. This does not apply to claims arising from Customer Content, third-party products, or your combination or modification of the Service.
21.3 The party seeking indemnity must notify the other promptly, let it control the defence and settlement (no settlement may admit fault of the indemnified party without its consent), and give reasonable help at the indemnifying party's cost.
22. Termination
22.1 Either party may terminate the agreement with immediate effect by written notice if the other party materially breaches it and does not cure the breach within 30 days of notice, or if the other party becomes insolvent, enters bankruptcy, a composition with creditors (*konkordato*) or a similar procedure, to the extent the law permits termination on that ground.
22.2 On termination, your right to use the Service ends, and all unpaid fees for the period until termination become due. If you terminate for our uncured breach, we refund prepaid fees for the remaining term.
22.3 Sections that by their nature should survive, including 8.4, 15, 18, 20, 21, 23 and 26, survive termination.
23. Data export, switching and deletion
23.1 During the term you can export Customer Content in machine-readable formats through the Service and its API.
23.2 For [30] days after the end of the agreement (the "export period"), we will keep Customer Content and allow you to export it, in read-only access where needed. After the export period we delete Customer Content from active systems, and from backups as they rotate, unless the law requires us to keep it. We will confirm deletion on request.
23.3 Switching (EU customers). Where Chapter VI of the EU Data Act applies, you may ask to switch to another provider or to your own infrastructure with a notice period of at most two months. We will then support the switch during a transition period of 30 days (which we may extend once if technically unfeasible, with reasons), provide exportable data and digital assets, and keep them available for at least 30 days after the transition period. Switching charges will not exceed those permitted by the Data Act.
24. Force majeure
Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, earthquakes, epidemics, war, terrorism, government action, sanctions, large-scale internet or power failures, failures of mobile networks, and cyberattacks that could not be prevented with measures appropriate to the state of the art. The affected party must notify the other and use reasonable efforts to mitigate. If the event continues for more than 60 days, either party may terminate the affected subscription and we will refund prepaid fees for the remaining term. This section does not excuse payment obligations.
25. Export control and sanctions
25.1 Each party will comply with the export control and sanctions laws that apply to it, including those of Türkiye, the United Nations, the European Union (including Regulation (EU) 2021/821 on dual-use items), the United Kingdom and the United States.
25.2 You confirm that you and your Authorised Users are not the subject or target of sanctions, are not owned or controlled by such a person, and will not use the Service in or for an embargoed country or region or for a prohibited end use, including military or weapons end uses. We may suspend or terminate the Service immediately where continuing it would breach sanctions.
26. General
26.1 Governing law. The agreement and any non-contractual obligations arising from it are governed by the laws of the Republic of Türkiye, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods.
26.2 Jurisdiction. Subject to any mandatory mediation required by law before a commercial claim is brought (Article 5/A TTK and Law No. 6325), the İzmir (Central) Courts and Enforcement Offices have exclusive jurisdiction. Either party may seek urgent interim relief from any competent court.
26.3 Assignment. You may not assign or transfer the agreement without our prior written consent, which we will not withhold unreasonably for a transfer to a successor of your business. We may assign it to an affiliate or to a successor of the Hermetry business, with notice to you.
26.4 Subcontracting. We may use subcontractors and sub-processors to provide the Service and remain responsible for them; for personal data the DPA applies.
26.5 Notices. We send notices to the e-mail address of your Tenant's owner or administrators, or in the Service. You send notices to info@hermetry.com, or for notices of breach, termination or legal claims also by registered mail or KEP to our address. Notices sent by e-mail are received on the next business day.
26.6 Evidence. In line with Article 193 of the Code of Civil Procedure No. 6100, the parties agree that our electronic records, audit logs and system records are evidence in disputes, without prejudice to your right to prove otherwise.
26.7 Entire agreement. The Order Form, the DPA, the AUP and these Terms form the entire agreement between the parties on its subject and replace earlier proposals and understandings. Terms in your purchase orders or procurement portals do not apply, even if accepted by clicking.
26.8 Order of precedence. In case of conflict: (1) the Order Form, (2) the DPA (for the processing of personal data), (3) these Terms, (4) the AUP and documentation.
26.9 Severability and waiver. If a provision is invalid, the rest remains in force and the invalid provision is replaced by a valid one closest to its purpose. A failure to enforce a right is not a waiver.
26.10 Independent parties. The parties are independent contractors. Nothing creates a partnership, agency or employment relationship.
26.11 Language. These Terms are drawn up in English. If we provide a translation, the English version prevails unless the law requires otherwise.
27. Changes to these Terms
27.1 We may change these Terms to reflect changes in the law, the Service or our business. We will notify you of changes that are material and adverse to you at least 30 days before they take effect, by e-mail or in the Service.
27.2 If you do not accept such a change, you may terminate the affected subscription before it takes effect, and we will refund prepaid fees for the remaining term. Otherwise, the changed Terms apply from your next renewal, or earlier if you accept them. Changes required by law, or that only benefit you, may take effect immediately.
28. Contact
Questions about these Terms: info@hermetry.com, or Roltek A.Ş., Megapol Çarşı Kule, Halkapınar Mah. 1203/11. Sk. No: 5-7, Kat 9, Ofis 98, 35170 Konak, İzmir, Türkiye.