Rectivity Supplier Service Agreement

RECTIVITY SUPPLIER SERVICE AGREEMENT

AGREEMENT DATE: [Date]

AGREEMENT NUMBER: [Number]

PARTIES

This Supplier Service Agreement (“Agreement”) is entered into between:

Rectivity Teknoloji Anonim Şirketi, registered address: [Address], (hereinafter referred to as “Rectivity”)

and

[Supplier Company Name], registered address: [Address], (hereinafter referred to as the “Supplier”).

Rectivity and the Supplier shall individually be referred to as a “Party” and collectively as the “Parties.”

ARTICLE 1 – SUBJECT OF THE AGREEMENT AND DEFINITIONS

1.1. The subject of this Agreement is the listing, marketing, and sale of tours, activities, events, experiences, and similar services (“Products”) provided by the Supplier through Rectivity’s mobile application, website, and other digital sales channels (“Platform”), and the regulation of the rights and obligations related to such sales.

1.2. Rectivity acts as a marketplace service provider under this Agreement. Rectivity is not the direct provider of the Products and only facilitates the listing and sale of Products in a digital environment.

1.3. “Customer” refers to any natural or legal person who purchases a Product through the Platform.

1.4. “Supplier Revenue” refers to the net amount payable to the Supplier after deducting Rectivity’s commission from the gross amount paid by the Customer.

ARTICLE 2 – TERM OF THE AGREEMENT

2.1. This Agreement shall enter into force on the date of signature and shall remain valid for a period of one (1) year.

2.2. Unless either Party provides written notice of termination at least thirty (30) days prior to the expiration of the term, the Agreement shall automatically renew for successive periods of one (1) year.

ARTICLE 3 – SUPPLIER OBLIGATIONS

3.1. The Supplier shall ensure that all Product information listed on the Platform is accurate, complete, up-to-date, and truthful.

3.2. The Supplier agrees and undertakes to provide the Products in compliance with all applicable laws and regulations, and to obtain all necessary licenses, permits, and authorizations while maintaining professional service standards.

3.3. The Supplier shall approve or reject reservation requests received through the Platform within twelve (12) hours at the latest.

3.4. The Supplier is responsible for ensuring customer safety during the performance of the Products and must maintain adequate professional liability insurance.

3.5. Price Accuracy and Update Obligation

The Supplier shall ensure that all prices listed on the Platform are accurate and up to date. Any price changes must be promptly reflected in the system. The Supplier shall be responsible for any damages, refunds, or customer claims arising from incorrect, incomplete, or outdated pricing.

3.6. Price Parity and Best Price Guarantee

The Supplier:

a) shall not offer the Products listed on the Platform at a lower price on any other online or offline sales channel, including its own website.

b) agrees and undertakes that the prices, availability, and sales conditions provided to Rectivity represent the most advantageous conditions offered across all sales channels.

c) represents that the prices provided to Rectivity constitute the best available prices, including both public and closed sales channels.

In case of violation of this obligation, Rectivity reserves the right to:

suspend the Product,

deduct the price difference from relevant reservations,

increase the commission rate,

terminate the Agreement with immediate effect.

3.7. Prohibition of Off-Platform Redirection

The Supplier shall not use customer information obtained through Rectivity to conduct direct sales, redirect customers outside the Platform, or circumvent Rectivity’s commission. Any violation of this provision shall constitute a material breach of the Agreement.

ARTICLE 4 – PAYMENT TERMS

4.1. Rectivity shall collect the payment made by the Customer.

4.2. After the successful completion of the Product, the net amount remaining after deducting Rectivity’s commission from the gross amount shall be paid to the Supplier.

4.3. Rectivity’s commission rate is %___. The commission rate may vary depending on the Supplier. Rectivity reserves the right to change the commission rate. Any such changes shall be notified to the Supplier in writing at least thirty (30) days before they become effective.

The commission shall be calculated based on the total sales amount excluding VAT for transactions conducted by the Supplier through the Platform.

4.4. Payments shall be made monthly, together with a payment statement provided to the Supplier.

4.5. Taxation and Invoicing

a) The Supplier shall be responsible for its own tax obligations.

b) The Supplier shall issue an invoice to Rectivity for the Supplier Revenue it is entitled to receive, in accordance with applicable legislation.

c) Rectivity shall issue an invoice to the Supplier for the commission amount.

ARTICLE 5 – CANCELLATIONS, REFUNDS AND COMPLAINTS

5.1. Customers shall be entitled to a full refund if they submit a cancellation request at least twenty-four (24) hours before the event.

5.2. In the case of a no-show (the customer failing to attend the event), no refund shall be issued.

5.3. The Supplier shall respond in writing to customer complaints within forty-eight (48) hours.

ARTICLE 6 – INTELLECTUAL PROPERTY

6.1. The Supplier grants Rectivity a worldwide, royalty-free, transferable license to use photographs, videos, texts, and other content related to the Products.

6.2. Rectivity shall have the right to use such content for marketing, advertising, and promotional activities.

ARTICLE 7 – DATA PROTECTION AND CONFIDENTIALITY

The Parties shall process and protect customer data in accordance with Turkish Personal Data Protection Law No. 6698 (KVKK) and applicable legislation. The Parties shall not disclose trade secrets or confidential information to third parties.

ARTICLE 8 – LIABILITY AND RIGHT OF SUSPENSION

8.1. Rectivity shall not be responsible for the performance of the Products or for the actions of the Supplier.

8.2. Rectivity reserves the right to suspend or remove a Product from the Platform in the following cases:

safety risks

serious customer dissatisfaction

violation of price parity

non-compliance with applicable laws

ARTICLE 9 – FORCE MAJEURE

Events such as natural disasters, war, pandemics, decisions of public authorities, or other circumstances beyond the control of the Parties shall be considered force majeure. In such cases, the obligations of the Parties shall be temporarily suspended.

ARTICLE 10 – TERMINATION

10.1. Either Party may terminate the Agreement immediately if the other Party fails to remedy a material breach.

10.2. The Parties may terminate the Agreement by providing thirty (30) days’ written notice.

ARTICLE 11 – PENALTY CLAUSE

In the event of a violation by the Supplier of price parity, customer safety obligations, or off-platform redirection, Rectivity reserves the right to impose a contractual penalty of up to 50% of the gross reservation amount per transaction.

ARTICLE 12 – GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by the laws of the Republic of Türkiye. Any disputes arising from this Agreement shall be subject to the jurisdiction of the Istanbul Courts and Enforcement Offices.

SIGNATURE

RECTIVITY

Name-Surname:

Signature:

Date:

SUPPLIER

Name-Surname:

Signature:

Date: