1. Parties and Purpose
These Terms and Conditions (“Terms”) govern the use of the platform (“Platform”) at https://platform.omniens.com, operated by [Arvato Lojistik A.Ş.].
The Platform is a software service that enables e-commerce businesses to manage orders, inventory, products, sales channels, warehouses, and fulfillment processes, and to integrate with marketplaces, e-commerce websites, ERP systems, carriers, and other business partners.
Any individual or legal entity that accesses, creates an account on, or uses the Platform (“User” or “Customer”) is subject to these Terms.
Fees, module scope, service levels, and commercial terms relating to the Platform may be set out in separately executed agreements, order forms, or proposals. If such documents conflict with these Terms, the provisions specifically agreed between the parties for the relevant subject matter will take precedence.
2. Account Creation and Authorization
2.1. Access to the Platform may require the creation of a User account and the provision of accurate, current, and complete information.
2.2. The User is responsible for protecting account information and access credentials. Any suspected unauthorized access involving a User account must be reported to Omniens without delay.
2.3. The Customer is responsible for managing the users, roles, and access permissions under its account and for ensuring that its employees and authorized individuals use the Platform appropriately.
2.4. The Customer is responsible for obtaining the necessary authorizations and connection permissions for marketplaces, ERP systems, e-commerce websites, carriers, or other third-party systems accessed through the Platform.
2.5. Users may not access another person's account without authorization or engage in activities intended to bypass access controls, weaken system security, or adversely affect the operation of the Platform.
3. Scope of Service
3.1. Omniens provides software services for order, inventory, product, sales-channel, warehouse, and integration processes through the modules purchased by or made available to the Customer.
3.2. Platform features, integration scope, user counts, transaction limits, support terms, fees, and service levels may be specified in the applicable commercial agreement or order documents.
3.3. A free trial, promotion, pilot, or temporary access to a free module does not mean that the relevant services will be provided indefinitely and free of charge, unless otherwise agreed in writing.
3.4. Omniens may make updates to improve the Platform's functionality, security, and performance. For changes that materially affect the core services contractually secured for the Customer, the applicable contractual provisions and legislation will be taken into account.
3.5. Omniens provides software services. Unless undertaken under a separate written agreement, it is not the seller of the Customer's products, a marketplace, carrier, payment institution, accounting service provider, or physical warehouse operator.
4. Integrations and Third-Party Services
4.1. The Platform may integrate with marketplaces, e-commerce infrastructure, ERP systems, e-document providers, carriers, and other third-party services.
4.2. Integrations depend on the availability of the relevant third-party systems, their API and technical requirements, usage limits, authorizations, and service policies.
4.3. Integrations may be disrupted by outages, maintenance, API changes, account restrictions, revoked access, or termination of services in third-party providers' systems. Omniens does not guarantee that it can fully prevent circumstances outside its control, but will take reasonable action within its contractual obligations.
4.4. The Customer represents that it has the necessary accounts and usage rights for the systems it integrates and is authorized to obtain the permissions required for the connection.
4.5. The rules of the relevant third parties and the Customer's own commercial obligations apply to the Customer's marketplace accounts, product content, prices, promotions, orders, inventory records, invoices, and shipment transactions.
4.6. The outcome of transactions performed through an integration may need to be separately verified by the relevant third-party system. The Customer must carry out reconciliation and control procedures for critical operational transactions.
5. Customer Responsibilities
The Customer is responsible for:
- the accuracy and lawfulness of data it uploads to or processes through the Platform;
- the accuracy of product information, prices, inventory, orders, invoices, deliveries, and customer contact details;
- the permissions, licenses, authorizations, and third-party accounts required to use the Platform;
- the actions of its employees and authorized users;
- its own legal obligations relating to the processing of personal data;
- compliance with third-party system terms and applicable legislation;
- protecting account information, regularly reviewing access permissions, and reporting unauthorized use; and
- establishing appropriate controls and reconciliation mechanisms for critical data transfers and operations between its own systems and the Platform.
The Customer may not use the Platform for unlawful activities, unauthorized data collection, infringement of intellectual property, circumvention of security controls, or violation of third-party rights.
6. Order, Inventory, and Operational Data
6.1. Omniens may process, synchronize, transform, and transmit data received from sources authorized by the Customer to relevant integrated systems, according to the scope of the purchased services.
6.2. Data processing or its appearance in a receiving system may be delayed due to transfer frequency, integration method, third-party API limits, network conditions, and the operation of source systems.
6.3. For commercially critical processes such as inventory and order management, the Customer must perform controls appropriate to the scope of service and, where necessary, compare records with source systems.
6.4. Unless expressly committed in an agreement, Omniens does not guarantee that every transaction will be processed in real time, without errors or interruption, or take effect immediately in third-party systems.
6.5. The scope of backup, export, and retention of Customer data is determined under the service agreement, technical documentation, and applicable data-protection provisions. The Customer must take appropriate backup and retention measures for records under its responsibility.
7. Fees and Payment
7.1. Platform usage fees, module charges, integration fees, and any additional service fees are set out in the proposal, order form, or agreement reached between the parties.
7.2. Invoicing, payment terms, consequences of late payment, price changes, and taxes are governed by the applicable commercial documents.
7.3. If payment obligations for paid services are not met, Omniens may exercise the notice, restriction, and termination rights permitted by the agreement and applicable legislation.
7.4. The terms, scope, and duration of free use or promotions may be communicated separately. Changes to these terms apply without prejudice to the parties' existing contractual rights.
8. Intellectual Property Rights
8.1. Intellectual property rights in the software, source code, design, interface, brand, logo, documentation, and other elements of the Platform belong to their respective rights holders.
8.2. The Customer is granted a non-transferable, non-exclusive right to use the Platform, limited to the term and scope of the agreement. This right does not transfer ownership of the Platform or its source code to the Customer.
8.3. The Customer may not copy the Platform, reverse engineer it, attempt to obtain its source code, or modify the software or create derivative products, except as permitted by law.
8.4. Rights in data uploaded to the Platform by the Customer and content belonging to the Customer remain with the Customer or the relevant rights holders. The Customer authorizes the processing and transfer of such data to the extent necessary to provide the service.
9. Information Security and Personal Data
9.1. Omniens implements appropriate technical and organizational measures for information security and personal data protection in accordance with the nature of the service provided and applicable legislation.
9.2. Personal data processed during use of the Platform is handled under the Omniens Privacy and Personal Data Protection Policy, relevant privacy notices, and any data processing agreement between the parties.
9.3. If the Customer transfers to the Platform data relating to its customers, employees, suppliers, or other individuals, the Customer is responsible for ensuring that the legal conditions required to lawfully obtain and transfer that data are met.
9.4. Depending on the nature of the Customer data, the Customer may be the data controller and Omniens may be a data processor to the extent that it acts on the Customer's behalf and in accordance with its instructions. Omniens's processing for its own account management, billing, security, and service-relationship purposes is assessed separately.
10. Service Continuity and Maintenance
10.1. Omniens will make reasonable efforts to ensure that the Platform operates securely and reliably.
10.2. Temporary service disruptions may occur due to scheduled maintenance, updates, technical failures, infrastructure issues, cybersecurity incidents, force majeure, or third-party outages.
10.3. If the parties have entered into a separate service-level agreement (SLA), that agreement takes precedence on matters such as availability, response times, and service credits.
10.4. Omniens will take appropriate action within its contractual obligations to mitigate the effects of service interruptions and restore the service to operation.
11. Limitation of Liability
11.1. The parties' liability is determined in accordance with mandatory applicable legislation and their agreements.
11.2. Subject to its own fault and liabilities arising under mandatory legislation, Omniens will not be liable for consequences arising from third-party system outages outside its control, inaccurate or incomplete Customer data, incorrect Customer configurations or unauthorized transactions, or the Customer's failure to meet its obligations to third parties.
11.3. No provision will be interpreted to exclude liabilities that cannot be limited under applicable legislation or to restrict rights arising under mandatory rules of law.
11.4. Any specific provisions agreed between the parties concerning liability caps, indemnification, indirect damages, and service credits will be assessed under the relevant agreement.
12. Suspension and Termination
12.1. The parties' rights to terminate or not renew the agreement and to suspend the service are primarily governed by the relevant service agreement.
12.2. In the event of a security risk, unauthorized access, unlawful use, risk of harm to third-party systems, or a serious breach of contract, Omniens may take temporary measures that are necessary and proportionate to the nature of the risk. The Customer will be notified where reasonably possible.
12.3. Upon termination of the service, export, retention, and deletion of Customer data will be handled in accordance with the relevant agreement, applicable legislation, and the parties' data protection obligations.
12.4. Termination of the agreement does not extinguish payment obligations accrued up to the termination date or provisions that by their nature should continue to apply.
13. Force Majeure
Events beyond the parties' reasonable control that prevent or materially delay the performance of obligations, including natural disasters, war, acts of terrorism, widespread infrastructure failures, decisions of public authorities, and similar events, will be assessed under applicable legislation and the relevant agreement. The affected party will inform the other party where reasonably possible and take reasonable measures to mitigate the effects.
14. Changes to the Terms
Omniens may update these Terms in response to legislation, service scope, security requirements, or operational needs. The updated text and its effective date will be published on the Platform. Changes that materially affect the Customer's contractual rights will be considered in light of the relevant agreement and applicable legislation.
15. Governing Law and Disputes
These Terms are governed by the laws of the Republic of Türkiye. Disputes will be subject to the competent courts and enforcement offices determined according to the parties' status and the nature of the dispute, as well as mandatory provisions of applicable legislation.
16. Contact
For questions or notices relating to these Terms:
Company: ARVATO LOJİSTİK A.Ş.
Address:
Email: info@omniens.com
Website: https://platform.omniens.com
Note: Any specific service agreement, order form, data processing agreement, and service-level agreement relating to the Platform will be read together with these Terms within their respective scope.