Purchase Agreement

1. CLAUSE: PARTIES

• This Agreement is executed between İSP TRANSFER VE YAZILIM HİZMETLERİ A.Ş., registered at Tayakadın Neighborhood, Cephanelik Üstü Street No: 7, Apt: 2, Arnavutköy/ISTANBUL, (KÜÇÜKKÖY Tax Office No. 4811292773, [email protected]) (hereinafter referred to as the “EMPLOYER”) on the one hand, and on the other hand ... …………………………. located at ……………………………. (hereinafter referred to as the “SUPPLIER”). The EMPLOYER and the SUPPLIER shall hereinafter be referred to individually as a “Party” and collectively as the “Parties” under this Agreement.

2. CLAUSE: SUBJECT OF THE AGREEMENT

• This Agreement governs the provision of chauffeur-driven vehicles for tourism activities within and outside the city, the coordination of transfers, and the performance of non-scheduled road passenger transportation services within the scope of the Travel Agencies Law. It sets forth the obligations of the SUPPLIER, as well as the terms and conditions of collaboration and service exchange between the EMPLOYER and the SUPPLIER.

3. CLAUSE: DEFINITIONS

• SUPPLIER: The natural or legal person who will carry out the transportation activity as directed by the EMPLOYER.
• EMPLOYER: The person on whose behalf the transportation is carried out.
• TRANSPORTATION SERVICE: Non-scheduled passenger transportation activity as authorized under Laws No. 1618 and 4925.
• JOB: A transportation activity that includes the point of departure, departure time, destination, passenger name(s), and fee.
• GUEST: Passengers in the transportation service.
• SUPPLIER MANAGER: The office staff authorized by the natural or legal person performing the transportation activity, who uses the SYSTEM.
• VRC FLEET MANAGEMENT SYSTEM PASSWORD: The special key that enables access to the software developed by the EMPLOYER.
• VRC FLEET MANAGEMENT SYSTEM: The custom software used on computers and mobile phones, developed by the EMPLOYER, where the SUPPLIER enters the price of the job, daily job capacity, and vehicle/driver information.
• SUPPLIER JOB CAPACITY COMMITMENT: The commitment by the SUPPLIER to perform a certain daily number of jobs as specified in this Agreement. The number of jobs the SUPPLIER commits to perform is indicated separately for the OCTOBER–MARCH and APRIL–SEPTEMBER periods.
  
  - APRIL – OCTOBER PERIOD NUMBER OF JOBS ……………. PCS/DAY, SIGNATURE
  - NOVEMBER – MARCH PERIOD NUMBER OF JOBS …………… PCS/DAY, SIGNATURE
  
  This form is to be filled out in writing by the SUPPLIER. The EMPLOYER does not provide any guarantee regarding the number of jobs. In the event the SUPPLIER does not make a commitment, the SUPPLIER shall bear no responsibility in that regard.
• SUPPLIER SCORE: The score determined by the EMPLOYER based on GUEST feedback and EMPLOYER evaluations for the SUPPLIER within the year.
• DRIVER: The person operating the vehicle for the JOB.
• PROGRESS PAYMENT (“HAKEDİŞ”): The price of the JOB for which the SUPPLIER, via email and/or the VRC FLEET MANAGEMENT SYSTEM, has committed to perform or has accepted to perform during the APRIL–OCTOBER and NOVEMBER–MARCH periods. The SUPPLIER bears no responsibility if it has not made a commitment.
• DRIVER STATUS: The notifications marked through the PARTNER PROGRAM by the DRIVER or the SUPPLIER MANAGER at the times of JOB start, completion, and drop-off of passengers.
• MEET & GREET SERVICE: The service provided at the designated departure point in airports, hotels, or addresses for the meeting between the GUEST and the DRIVER (e.g., a special sign bearing the GUEST’s name, contact by phone, hotel lobby, etc.).

4. CLAUSE: OPERATION OF THE TRANSPORTATION SERVICE

4.1. JOB ASSIGNMENT

• 4.1.1. The EMPLOYER shall communicate the details of the transportation activity to the SUPPLIER via WhatsApp, email, or SMS, and/or send and notify the JOB through the VRC FLEET MANAGEMENT SYSTEM.
• 4.1.2. The SUPPLIER may be notified of the jobs on the same day or for the following day at any hour of the day.
• 4.1.3. Except for those jobs with a transfer time less than 6 hours away, once the SUPPLIER has accepted an assigned or chosen job, the SUPPLIER may return (IADE) or refuse (RED) the job within a maximum of 30 minutes after acceptance.
• 4.1.4. Any returns or refusals requested by the SUPPLIER after 30 minutes have elapsed from acceptance of the job will not be accepted. Otherwise, the SUPPLIER is responsible for any damages that may arise. The EMPLOYER may recourse any losses to the SUPPLIER. This cost may not exceed the transfer sale price; furthermore, in cases where the passenger misses a flight or incurs hotel accommodation expenses, the SUPPLIER shall be deemed to have preemptively accepted the cost of flight tickets or hotel bills issued in the passenger’s name.
• 4.1.5. The EMPLOYER publishes and notifies newly received jobs at all hours of the day. The SUPPLIER may select any of these jobs at will.
• 4.1.6. For every accepted job, the SUPPLIER must immediately share vehicle and driver information with the EMPLOYER. In the event of a change in vehicle or driver, the SUPPLIER must notify the EMPLOYER promptly or make the relevant update in the system. Otherwise, in particular if this results in the passenger missing a flight, liability is borne by the SUPPLIER according to Clause 4.1.4.

4.2. ACCEPTANCE OF THE JOB

• 4.2.1. If the SUPPLIER has made a job capacity commitment, any job in the number indicated by the SUPPLIER sent by the EMPLOYER is deemed accepted by the SUPPLIER.

4.3. REFUSAL AND RETURN OF THE JOB

• 4.3.1. The SUPPLIER is deemed to have accepted and committed in advance to perform without error the number of daily jobs the SUPPLIER has undertaken pursuant to this Agreement. Once a job is accepted, it cannot be returned.

4.4. VEHICLE INFORMATION

• 4.4.1. The SUPPLIER must share vehicle and driver information with the EMPLOYER at least 6 hours before the start of the job.

4.5. INITIATION AND COMPLETION OF THE JOB

• 4.5.1. The job begins when the SUPPLIER sets the “DRIVER STATUS” to start, and finishes when the GUEST arrives at the destination followed by the SUPPLIER’s notification of “COMPLETED.” If the GUEST requests a different destination, it cannot be fulfilled without the EMPLOYER’s approval, and no additional fee may be claimed.
• 4.5.2. If the meet & greet service is provided by someone other than the SUPPLIER, the job is considered to have commenced at the point of meeting with the passenger. When the departure point is a hotel or address, or where the meet & greet service is provided by the SUPPLIER, the SUPPLIER contacts the GUEST, meets them, and updates the STATUS. When the “COMPLETED” status is set, the job ends.

5. CLAUSE: LIABILITIES

5.1. LIABILITIES OF THE SUPPLIER

• 5.1.1. It is mandatory for the SUPPLIER to hold a passenger transportation license (D2 – B2 certificate or A1) issued by the Directorate General of Road Transport and Maritime Affairs.
• 5.1.2. The SUPPLIER shall perform the job with its own vehicles or vehicles under its operation. The SUPPLIER must have Compulsory Seat Personal Accident Insurance for all such vehicles.
• 5.1.3. The SUPPLIER is obligated to obtain all necessary liability insurance under Law No. 4925 dated 10/07/2003 against any accident that may occur during the job. If passengers traveling in the vehicle suffer bodily injuries at any time between the point of departure and the destination, including stops, the SUPPLIER shall be responsible for all damages incurred by both the passenger and third parties.
• 5.1.4. All transportation services performed by the SUPPLIER shall comply with the laws and regulations in effect, using appropriate conditions, documentation, and vehicles.
• 5.1.5. The SUPPLIER warrants that its vehicles are fully qualified to perform road passenger transportation, and that the SUPPLIER is authorized to provide such transportation services under all relevant laws, ministries, and regulations.
• 5.1.6. The SUPPLIER cannot demand any additional fee other than the fee specified for the JOB (including traffic fines, administrative fines, compensation claims, fuel, staff, bridge, and road tolls, and other necessary expenses incurred to carry out the accepted job). All such costs are borne by the SUPPLIER.
• 5.1.7. If the SUPPLIER’s staff operate the vehicles under an employment contract or any other type of contract, the SUPPLIER must assume all Social Security (SGK) or accident liabilities. The SUPPLIER must ensure that personnel wear a plain-colored shirt (white, black, blue, or navy) or black trousers while providing the service.
• 5.1.8. The SUPPLIER warrants that none of its personnel has any condition preventing them from performing road passenger transportation.
• 5.1.9. The EMPLOYER shall not be liable for any occupational accidents suffered by the SUPPLIER’s personnel. Although the EMPLOYER bears no responsibility under this Agreement, it reserves the right of recourse against the SUPPLIER for any compensation that might be claimed against the EMPLOYER.
• 5.1.10. If an accident occurs during the course of a JOB, the SUPPLIER is responsible for paying any occupational accident entitlements for its personnel.
• 5.1.11. In the event of an accident during the JOB, the SUPPLIER bears full liability. Any claims made against the EMPLOYER remain subject to recourse against the SUPPLIER.
• 5.1.12. If the GUEST receives incomplete service, the SUPPLIER is solely responsible under the Consumer Protection Law. Any claims brought against the EMPLOYER in this regard remain subject to recourse against the SUPPLIER.
• 5.1.13. The SUPPLIER agrees, declares, and undertakes to promptly pay any compensation or other payments to be collected from the EMPLOYER upon written notification by the EMPLOYER.
• 5.1.14. The SUPPLIER may not assign the job to third parties. However, during the performance of the job, the SUPPLIER may use a subcontractor (an “alt tedarikçi”) under the same conditions and rules. The SUPPLIER shall provide a monthly report of the jobs assigned to third parties, including the relevant license plates and driver details.
• 5.1.15. The SUPPLIER may not demand the fees it has earned from the EMPLOYER without issuing an invoice.
• 5.1.16. Vehicles must be equipped with a baby seat for the EMPLOYER’s jobs requiring a baby seat.
• 5.1.17. The SUPPLIER must submit any information and documentation requested by the EMPLOYER within 3 days without delay. The EMPLOYER reserves the right of recourse to the SUPPLIER for any related refunds arising from lack of documentation.
• 5.1.18. During the GUEST’s pick-up, the SUPPLIER must open the vehicle door and assist with loading and unloading baggage.
• 5.1.19. The SUPPLIER must promptly implement in its vehicles and personnel any requirements the EMPLOYER has notified in writing.
• 5.1.20. The SUPPLIER shall promptly inform the EMPLOYER of any problems that may occur in connection with the JOB.
• 5.1.21. The SUPPLIER must maintain the necessary arrangements for 24/7 communication through the phone and email address it has provided.
• 5.1.22. The SUPPLIER shall make every effort to achieve the highest SCORE and, upon being notified of a decreased SCORE, shall take the necessary measures. The SUPPLIER acknowledges in advance that the EMPLOYER may increase or decrease the amount of JOBS based on the SCORE, and that a low SCORE may be used as grounds for termination.
• 5.1.23. Any contractual penalties payable by the SUPPLIER under this Agreement may be set off against amounts due to the SUPPLIER.

5.2. LIABILITIES OF THE EMPLOYER

• 5.2.1. Monitoring the service performed by the SUPPLIER.
• 5.2.2. Inquiring into the GUEST’s satisfaction with the service and investigating any issues to find a solution.
• 5.2.3. Paying the invoices issued by the SUPPLIER and accepted by the EMPLOYER within 3 days on the due date.

6. CLAUSE: DELAYS AND CANCELLATIONS

6.1. DELAYS

• 6.1.1. The waiting time for a passenger arriving at the airport on time is 2 hours. For hotel or address departures, the waiting time is 15 minutes. If these waiting times are exceeded, the SUPPLIER must proceed with the cancellation procedure outlined below.
• 6.1.2. For non-scheduled airport arrivals obtained from the application and/or with written approval (including flight delays, etc.), the SUPPLIER must inform the EMPLOYER of any delays. The SUPPLIER may provide a new vehicle or continue with the same vehicle. For delays and flight postponements lasting more than 2 hours but less than 1 hour beyond the normal arrival time, the SUPPLIER shall not be entitled to any additional payment. The SUPPLIER remains obligated to serve the same passenger for this delayed job.

6.2. CANCELLATIONS

6.2.1. SUPPLIER CANCELLATIONS

• 6.2.1.1. Once the SUPPLIER has accepted a job, it may not cancel it after 30 minutes have elapsed since acceptance. In such cases, the EMPLOYER shall pass on any costs and/or contractual penalties charged to the EMPLOYER to the SUPPLIER. The SUPPLIER is liable for all costs associated with this job.
• 6.2.1.2. If the GUEST and the SUPPLIER’s vehicle fail to meet, the SUPPLIER must contact the EMPLOYER after 1 hour for airport pick-ups and 15 minutes for hotel or address pick-ups. Once the EMPLOYER is informed, the EMPLOYER will contact the GUEST and relay information to the SUPPLIER. The waiting time is 2 hours at the airport and 30 minutes at an address. The SUPPLIER may not leave the starting point or cancel the job without obtaining approval from the EMPLOYER. Contractual penalties remain in force. The EMPLOYER shall pay the SUPPLIER an additional fee equal to 1/8 of the job price for every 15 minutes beyond the allotted waiting time.
• 6.2.1.3. Once the JOB has started, if the GUEST or the EMPLOYER cancels it, the SUPPLIER is entitled to the fee provided it has GPS records and has satisfied all pre-trip communication with the EMPLOYER. If the SUPPLIER cannot prove via GPS that it was at the departure point, the SUPPLIER shall have no claim to payment; if GPS shows that the SUPPLIER was indeed at the departure point, the SUPPLIER is entitled to 0.8 of the no-show fee.
• 6.2.1.4. If the SUPPLIER fails to complete the JOB or ends it at a location other than the designated destination, the SUPPLIER is deemed to have cancelled the job.

6.2.2. EMPLOYER CANCELLATIONS

• 6.2.2.1. The EMPLOYER may cancel the job at any time prior to its commencement. If the SUPPLIER has already arrived at the departure point, the SUPPLIER shall be compensated by the EMPLOYER for the lost income.

7. CLAUSE: PAYMENT

• 7.1. The SUPPLIER may not demand payment without issuing an invoice for the service rendered, as required by the Tax Procedure Law (VUK).
• 7.2. Apart from the fee stated in the APPLICATION for the JOB, the SUPPLIER may not demand additional payment from the EMPLOYER. In the event of a dispute, the EMPLOYER’s records shall prevail.
• 7.3. If the services provided by the SUPPLIER do not match the EMPLOYER’s records, the EMPLOYER’s records shall be determinative.
• 7.4. Payment to the SUPPLIER must be made within 3 days of the EMPLOYER’s receipt of the invoice. Should the payment day fall on a holiday, payment will be made on the next official business day.
• 7.5. The SUPPLIER must pay without objection any contractual penalties arising from this Agreement. The EMPLOYER reserves the right to set off such penalties against the SUPPLIER’s receivables.

8. CLAUSE: CONTRACTUAL PENALTY

• 8.1. If the SUPPLIER fails to provide the service despite having accepted the job, it shall pay the EMPLOYER a contractual penalty equal to twice the sales price of the JOB.
• 8.2. If the SUPPLIER fails to complete the JOB and/or the destination is not reached, it shall pay a contractual penalty equal to the total sales price of the JOB.
• 8.3. If the SUPPLIER sends a different vehicle from the one previously notified to the EMPLOYER (without operational notice), the SUPPLIER shall pay 50% of the service fee as a contractual penalty.
• 8.4. If the SUPPLIER sends a different staff member than the one originally reported to the EMPLOYER to carry out the job, the SUPPLIER shall pay 25% of the service fee as a contractual penalty.
• 8.5. For delays up to 10 minutes from the scheduled job start time, the SUPPLIER shall pay a 100% penalty; for delays of 10 minutes or more, the penalty is 150%.
• 8.6. If the SUPPLIER fails to equip the vehicle with a baby seat where required, it shall pay a contractual penalty equal to 100% of the service fee.
• 8.7. If the SUPPLIER, through itself or its employees, uses the customer’s information (phone number, email, etc.) for its own marketing activities, it shall pay a contractual penalty of TRY 100,000. If it is determined that the SUPPLIER has shared customer information with third parties, it shall pay the same amount as a penalty.
• 8.8. The EMPLOYER reserves the right to set off all contractual penalties under the Agreement against the SUPPLIER’s account.

9. CLAUSE: CONFIDENTIALITY

• 9.1. Throughout the term of this Agreement and even after its termination, the Parties shall not disclose any trade secrets, private, or confidential information concerning the other Party—except for information already in the public domain—nor any information concerning its shareholders, managers, or affiliated groups, nor any written or verbal information they may have learned about each other, whether directly or indirectly, to any third party, nor use such information in any way. Otherwise, the EMPLOYER shall be entitled to claim compensation.
• 9.2. Notwithstanding the above, if either Party is required by law or by the regulations of a public authority to disclose or announce such information, it shall, prior to making such disclosure or announcement, consult with the other Party regarding its form and content.
• 9.3. During all activities carried out under this Agreement, the Parties agree and undertake to keep confidential all legal, administrative, commercial, industrial, and/or technical information, know-how, and commercial or trade secrets relating to each other, and not to disclose or cause them to be disclosed to any third party without the written consent of the other Party.
• 9.4. The EMPLOYER owns all intellectual property rights in the data and information generated by using the Website and the Mobile Application under this Agreement. The EMPLOYER may compile reports using such information without disclosing the SUPPLIER’s confidential information or may use such data or reports itself and/or share them with its business partners or any third parties, whether for a fee or free of charge. Such actions shall not constitute a breach of the confidentiality obligations set forth herein.
• 9.5. In the event that personal data relating to the EMPLOYER’s customers is shared with the SUPPLIER under this Agreement, the SUPPLIER shall only use such data for the purposes and duration of this Agreement. The SUPPLIER shall not process, transfer, or transmit such personal data abroad for any other purpose. If this Agreement is terminated for any reason, the SUPPLIER shall permanently destroy/erase such personal data. Furthermore, such data, being communicated for the performance of the services under this Agreement, may not be used in any marketing activities. The SUPPLIER shall be solely responsible for any damages, as well as any administrative, criminal, or civil sanctions, that the customer, the EMPLOYER, or third parties may incur as a result of any violation of these obligations. If such a claim is directed against the EMPLOYER, the SUPPLIER shall indemnify the EMPLOYER for any and all damages.
• 9.6. The obligations set forth under this clause shall remain in effect even after this Agreement terminates, for any reason whatsoever.

10. CLAUSE: NON-COMPETITION

• 10.1. The Application has been developed by the EMPLOYER, and all images, software, and industrial property rights belong to the EMPLOYER. Under this Agreement, even if the Agreement expires, the SUPPLIER shall not compete with the Application controlled by the EMPLOYER. Otherwise, the SUPPLIER agrees, declares, and undertakes to compensate the EMPLOYER fully for all losses and damages upon the EMPLOYER’s written request.
• 10.2. If the SUPPLIER, or its employee or a third party on its behalf, attempts to market or sell to the customers whose information is shared by the EMPLOYER, thereby engaging in direct competition, this shall constitute a breach of competition. The SUPPLIER agrees, declares, and undertakes in advance to pay the contractual penalty specified in Clause 8.7.

11. CLAUSE: TERM OF THE AGREEMENT

• 11.1. The cooperation under this Agreement commences upon execution by the Parties and remains in effect for 1 year from the date of signature.
• 11.2. At the end of that 1-year term, the Agreement may be renewed in additional 3-month periods (not exceeding 3 months each), upon written confirmation via email or WhatsApp from the EMPLOYER. If not renewed, the Agreement shall be deemed to have been terminated by the EMPLOYER.
• 11.3. If the SUPPLIER fails to fulfill its obligations, the EMPLOYER may unilaterally terminate the Agreement at any time and reserve the right to claim damages for all losses incurred.

12. CLAUSE: OTHER PROVISIONS

• 12.1. The invalidity of any provision of this Agreement shall not affect the validity of the remaining provisions.
• 12.2. This Agreement may not be amended except by the written mutual consent of the duly authorized representatives of the Parties. Any notice by the EMPLOYER regarding changes to vehicles or personnel is not subject to this restriction.
• 12.3. The assignment by the SUPPLIER of its obligations under this Agreement, or the performance of these obligations by third parties, shall be subject to the EMPLOYER’s prior written approval.
• 12.4. In the event of any dispute, the EMPLOYER’s company records and correspondence shall serve as conclusive evidence.
• 12.5. The execution of this Agreement does not constitute a guarantee by the EMPLOYER with regard to the provision of any work.
• 12.6. In case of any dispute, the Istanbul Courts and Enforcement Offices shall have jurisdiction.
• 12.7. This Agreement, executed by the authorized representatives of the Parties below, is valid and binding upon the Parties. Upon signing this Agreement, any and all previous agreements between the Parties shall be deemed rescinded, and this Agreement shall supersede all prior agreements. The Parties acknowledge, represent, and warrant that this Agreement constitutes the only valid agreement between them.
• 12.8. Under this Agreement, the SUPPLIER may track vehicles, including location and GPS. Consequently, the SUPPLIER may not assert a violation of privacy or Personal Data Protection Law (KVKK) on these grounds.

13. CLAUSE: PROTECTION OF PERSONAL DATA

• 13.1. Any personal data about the customers/passengers shared by the EMPLOYER may not be processed or collected in any manner by the SUPPLIER. The SUPPLIER must destroy all personal data belonging to the customer/passenger once the service is completed.
• 13.2. The SUPPLIER shall be liable for any damages the EMPLOYER may incur due to the SUPPLIER’s use/failure to destroy/processing of personal data.

This Agreement, consisting of 13 (thirteen) clauses and 7 pages, has been drawn up in two copies and signed on ...../...../2024.