Purchase Agreement

ARTICLE 1: PARTIES

• This agreement is entered into between İSP TRANSFER VE YAZILIM HİZMETLERİ A.Ş. (registered at [Insert current company address here], KÜÇÜKKÖY VD. 4811292773, finans@isptransfer.com) (hereinafter referred to as the EMPLOYER), and [Supplier’s address] (hereinafter referred to as the SUPPLIER). Throughout this agreement, the EMPLOYER and the SUPPLIER are each referred to as a “Party” and collectively as the “Parties”.

ARTICLE 2: SUBJECT OF THE AGREEMENT

• This agreement covers the provision of chauffeur-driven vehicles for city and intercity tourism activities, coordination of transfers, and non-scheduled passenger transportation services within the framework of Turkish legislation (1618 and 4925 numbered laws) by the SUPPLIER for the EMPLOYER, as well as the terms and conditions of cooperation between the Parties.

ARTICLE 3: DEFINITIONS

• SUPPLIER: The real or legal person responsible for carrying out the transportation assigned by the EMPLOYER.
• EMPLOYER: The company for whom the transportation is carried out and which is a party to this agreement.
• TRANSPORTATION SERVICE: All non-scheduled passenger transportation activities permitted by law.
• JOB: The transfer activity including departure and arrival locations, time, passenger names, and the fee.
• GUEST: The passenger(s) benefitting from the transfer service.
• SUPPLIER MANAGER: The authorized office personnel using the system on behalf of the SUPPLIER.
• FLEET MANAGEMENT SYSTEM: The EMPLOYER’s software used to record and manage jobs, pricing, vehicles, and driver details.
• JOB CAPACITY: The daily number of jobs the SUPPLIER commits to perform during defined periods.
• SUPPLIER SCORE: A score determined by passenger and employer evaluations during the year.
• DRIVER: The individual who physically performs the transfer.
• PROGRESS PAYMENT: The amount invoiced for completed jobs.
• MEETING SERVICE: The service facilitating the meeting of passenger and driver at the designated point.

ARTICLE 4: EXECUTION OF THE SERVICE

4.1. JOB ASSIGNMENT

• The EMPLOYER assigns jobs to the SUPPLIER via e-mail, WhatsApp, SMS, or through the Fleet Management System. Daily and next-day jobs may be notified at any hour.
• The SUPPLIER can return or reject assigned jobs, excluding those within 6 hours of transfer time, within 30 minutes of acceptance. Cancellations after this period are not accepted and any resulting losses will be borne by the SUPPLIER. If necessary, the SUPPLIER shall also cover the cost of the passenger’s flight or hotel if the cancellation results in such losses.
• The SUPPLIER must immediately share all vehicle and driver details for each job received, and notify the EMPLOYER immediately of any changes.

4.2. JOB ACCEPTANCE

• If job capacity is committed, jobs assigned within this number are automatically considered accepted by the SUPPLIER.

4.3. JOB CANCELLATION/RETURN

• Committed and accepted jobs cannot be returned or canceled except as expressly permitted herein.

4.4. VEHICLE INFORMATION

• All vehicle and driver details must be provided at least 6 hours prior to the start of each job.

4.5. COMMENCEMENT AND COMPLETION OF JOBS

• The transfer starts when approved by the driver, and ends when the guest reaches the destination and the SUPPLIER marks the status as “completed.” Any requests for alternative destinations must be approved by the EMPLOYER, and no additional fee may be charged otherwise.

ARTICLE 5: RESPONSIBILITIES

5.1. RESPONSIBILITIES OF THE SUPPLIER

• The SUPPLIER must possess the required transportation licenses (D2, B2, or A1).
• All vehicles must have valid personal accident and legal insurances.
• All activities must comply with relevant laws and regulations; the SUPPLIER is responsible for all non-compliant services.
• No extra charges outside of the agreed price may be demanded (such as fines, fuel, tolls; these are borne by the SUPPLIER).
• All drivers must be qualified and permitted to carry passengers.
• The SUPPLIER cannot transfer jobs to third parties, except as subcontractors with prior reporting.
• Where a child seat is required, the vehicle must have a suitable seat available.
• Customer data may not be shared with third parties or used for the SUPPLIER’s own marketing; a significant penalty is imposed for violations.

5.2. RESPONSIBILITIES OF THE EMPLOYER

• The EMPLOYER monitors services provided and customer satisfaction.
• Payment for invoiced jobs will be made within 3 days of receipt of the invoice.

ARTICLE 6: DELAYS AND CANCELLATIONS

6.1. DELAYS

• Waiting time is 2 hours for airport arrivals, and 15 minutes for departures from an address. After these periods, the cancellation process is initiated.
• The SUPPLIER must inform the EMPLOYER of delays or flight changes; transfer is continued or rescheduled as appropriate.

6.2. CANCELLATIONS

6.2.1. SUPPLIER CANCELLATIONS

• Cancellations made after 30 minutes from acceptance are entirely the responsibility of the SUPPLIER.
• In cases where the driver and passenger cannot meet, after certain waiting periods, the EMPLOYER must be informed and approval obtained before leaving the location.
• If the SUPPLIER cannot prove presence at the departure point with GPS data, no payment is made for the job.
• If the job is not completed or the passenger is dropped at an alternative destination, it is considered canceled by the SUPPLIER.

6.2.2. EMPLOYER CANCELLATIONS

• The EMPLOYER may cancel a job at any time prior to commencement; if the SUPPLIER is already at the departure point, the SUPPLIER’s losses will be compensated.

ARTICLE 7: PAYMENT

• The SUPPLIER may only request payment after issuing a valid invoice.
• No additional charges outside the application price may be demanded; in case of dispute, the EMPLOYER’s records are binding.
• Payments are made within 3 days from the EMPLOYER’s receipt of the invoice.
• Penalties may be deducted from the SUPPLIER’s receivables.

ARTICLE 8: PENALTIES

• If the SUPPLIER accepts a job but fails to deliver, a penalty twice the sale price is payable to the EMPLOYER.
• If a job is not completed or the passenger is not delivered to the destination, the full fee is payable as a penalty.
• Sending a different vehicle or staff member without notice incurs a penalty of 50% or 25% of the service fee, respectively.
• Delays of up to 10 minutes at the start of the transfer result in a 100% penalty; delays exceeding 10 minutes result in a 150% penalty.
• Failure to provide a required child seat results in a penalty equal to the service fee.
• Unauthorized sharing or marketing with customer information results in a penalty of 100,000 TL per breach.
• All penalty amounts may be deducted by the EMPLOYER from amounts payable to the SUPPLIER.

ARTICLE 9: CONFIDENTIALITY

• Both Parties agree not to disclose or use any confidential or proprietary information, trade secrets, or commercial data they acquire during and after the cooperation for any reason, except as required by law or public regulations.
• If any disclosure is required by law, the disclosing Party will consult with the other Party on the manner of such disclosure in advance.
• All legal, commercial, or technical information must be kept confidential and not shared with or used by third parties without consent.
• All intellectual property rights to data and information generated on the website or mobile application are owned by the EMPLOYER. This information may be reported and analyzed for internal use or shared with partners without violating confidentiality.
• Personal data may be processed only for the fulfillment of the service, and must be deleted after the service ends. The SUPPLIER is solely responsible for all damages resulting from improper use or failure to delete data.
• Confidentiality obligations survive termination of this agreement.

ARTICLE 10: NON-COMPETE

• All intellectual property and software rights to the application are owned by the EMPLOYER. The SUPPLIER may not compete with the EMPLOYER via the application during and after this agreement. Any violation will require the SUPPLIER to compensate all damages upon the EMPLOYER’s written request.
• Any use of customer data for marketing by the SUPPLIER or third parties is considered a breach of non-compete and subject to penalties.

ARTICLE 11: TERM OF THE AGREEMENT

• This agreement enters into force on the date of signature by both Parties and is valid for 1 year. It may be renewed by the EMPLOYER with written or WhatsApp approval for periods not exceeding three months at a time. If not renewed, the agreement will be considered terminated.
• If the SUPPLIER fails to fulfill obligations, the EMPLOYER may terminate the agreement unilaterally and seek damages.

ARTICLE 12: MISCELLANEOUS

• The invalidity of any provision does not affect the validity of the remainder.
• No amendment may be made without written agreement of the authorized representatives of both Parties.
• Delegation of obligations to third parties requires prior written approval of the EMPLOYER.
• In case of dispute, the EMPLOYER’s records and correspondence shall be conclusive evidence.
• Signature of this agreement nullifies all previous agreements between the Parties; this agreement is the only valid contract between them.
• The SUPPLIER accepts that vehicles may be tracked via location/GPS for service purposes and may not claim privacy or data protection violations.
• Istanbul Courts and Execution Offices shall have exclusive jurisdiction for any dispute arising from this agreement.

ARTICLE 13: PROTECTION OF PERSONAL DATA

• Personal data shared by the EMPLOYER may only be used for the purpose of fulfilling the service and must be destroyed after completion. Any failure to delete or misuse of data will result in the SUPPLIER being liable for all resulting damages to the EMPLOYER.

This agreement consists of 13 articles and 7 pages, and has been executed in two copies on ...../...../2025.