Terms of Service & Membership Agreement

This Terms of Service and Membership Agreement ("Agreement") is executed between Vellium ("Company", developer and operator of Operis platform; Operis is a product of Vellium), with headquarters at Büyükdere Cad. No: 199 Istanbul, Turkey, and the individual or legal entity accessing or registering on the platform web application, mobile interfaces, and API infrastructure ("User").

1. 1Independent Discovery & Matching Model: Operis is an independent, open discovery network operating with 0% platform commissions, connecting independent professionals ("Contractor / Freelancer") across software engineering, product design, translation, consulting, and content creation with clients requiring specialized services ("Client / Employer").
2. 2Hosting Provider & Intermediary Status: Operis strictly acts as a "Hosting Provider" under Law No. 5651 Art. 5 and an "Intermediary Service Provider" under Law No. 6563 Art. 9.
3. 3No General Obligation to Pre-Screen: Pursuant to mandatory statutory provisions, Operis is under no general legal obligation to actively investigate, pre-audit, or verify whether user listings, proposals, deliverables, or linked third-party repositories are lawful or free of defects. Users maintain personal liability for information submitted; Operis reviews and acts upon formal notices of infringement in accordance with applicable laws.

1. 1Non-Financial Entity Status: Operis is not a bank, payment institution, electronic money issuer, or escrow custodian under Law No. 6493 or central bank regulations.
2. 2Zero Commission & Zero Custody: No monetary balances, escrow deposits, retainers, or payment holds are managed on the platform. Operis charges 0% platform commission on project transactions.
3. 3Direct Bilateral Settlement: All monetary transactions, milestone disbursements, and invoices between Client and Contractor are settled directly between the parties through external banking networks (IBAN, SWIFT, FAST, EFT) or mutually agreed lawful payment rails.
4. 4Tax & Regulatory Compliance: Value Added Tax (VAT), withholding tax, income tax, corporate tax, stamp duty, self-employment receipts, and statutory invoicing requirements remain strictly between the counterparties. Operis does not issue invoices on behalf of users and does not act as a tax intermediary.

1. 1Non-Party Status: Operis is not a party, guarantor, surety, or performance agent of any service contract, work contract, or consulting agreement executed between Client and Contractor. In the event of non-performance, delayed completion, defective deliverables, non-payment, or contractual breach, the sole and direct counterparty is the contracting user.
2. 2No Commercial Guarantee: Operis provides no commercial guarantee regarding deliverable quality, deadlines, or counterparty solvency. Parties enforce rights directly against each other.
3. 3Statutory Rights Reserved: Nothing in this section shall exclude or limit liability arising from the Platform's own willful misconduct or gross negligence under applicable law, nor shall it prejudice non-waivable statutory consumer rights.

1. 1User Culpability: Users remain personally responsible for their own intentional acts, negligent breaches of this Agreement, infringement of third-party rights, or violations of applicable legislation.
2. 2Proportionate Indemnification: If final administrative fines or judicial judgments are imposed on Operis due to a User's culpable breach or unlawful conduct, the User shall indemnify Operis for proven direct damages and reasonable legal expenses in proportion to their fault.

1. 1Independent Status: Nothing in this Agreement or platform use creates an employer-employee, master-servant, or principal-agent relationship under Turkish Labor Law No. 4857 or Social Insurance Law No. 5510, unless a separate bilateral employment contract is executed.
2. 2Not an Employment Agency: Operis is not a private employment bureau under Law No. 4904. Operis does not guarantee placement, job offers, or income.
3. 3Autonomy: Users act as independent contractors and self-employed professionals, freely determining their own work schedule, methodology, and physical location.

1. 1Deliverable Fitness: Operis provides no warranty that deliverables created by Contractors are bug-free, continuous, or devoid of vulnerabilities.
2. 2Inspection Duty: Inspection, code review, penetration testing, and acceptance verification of deliverables are the sole responsibility of the Client.

1. 1Economic Rights Transfer: Statutory assignment or licensing of economic rights (processing, reproduction, distribution, representation, public transmission under FSEK Articles 21–25) must be documented in writing between the parties with explicit enumeration under FSEK Art. 52.
2. 2Moral Rights: Statutory moral rights (paternity, integrity) remain inalienable under FSEK; parties regulate exercise permissions in their bilateral agreements.
3. 3Platform Display License: Users grant Operis a limited, non-exclusive, royalty-free license solely to host, index, and display project listings and public portfolio metadata on the platform.

1. 1Maximum Extent Permitted by Law: To the maximum extent permitted by applicable law, subject to mandatory rules under TBK Art. 115 regarding gross negligence and willful misconduct, Operis shall not be liable for any indirect, incidental, special, or consequential damages, or loss of profits arising out of platform access.
2. 2Measured Liability: Any liability of Operis shall be determined in accordance with mandatory provisions of applicable laws. Statutory consumer rights and non-waivable remedies remain reserved.

1. 1Governing Law: This Agreement and any dispute arising from platform usage are governed exclusively by the laws of the Republic of Turkey.
2. 2Jurisdiction: For disputes arising between User and Operis, Istanbul (Caglayan) Courts and Enforcement Offices have jurisdiction, subject to mandatory consumer and venue statutes.
3. 3Electronic Evidence under HMK: Pursuant to Turkish Code of Civil Procedure No. 6100 Articles 193 and 199, Operis server access logs, database timestamps, and SHA-256 digital integrity digests constitute admissible electronic evidence, without prejudicing statutory judicial evaluation.

This Agreement becomes effective upon user electronic registration or confirmation of the applicable acceptance checkbox. Current terms remain accessible on the Platform.