Distance Sales Agreement

1.1. SELLER

Company Name: Ordibu Yazılım ve Ticaret Limited Şirketi

MERSIS No: 0645085006400001

Trade Registry No: 269381

Address: Akdeniz Mh., Cumhuriyet Bulvarı No:120, 35210 Konak/İzmir

Email: [email protected]

Phone: +90 539 600 05 32

1.2. BUYER

Buyer information consists of billing profile data entered by the BUYER during the purchase process and/or obtained from platform account information. Buyer details include: full name or company name, email address, billing address, tax identification number or national ID number, and contact information.

Under this Agreement, the BUYER is the authorized user performing the purchase on behalf of the tenant account registered on the ORDIBU platform.

Platform: The web-based software-as-a-service (SaaS) infrastructure operated by Ordibu Yazılım ve Ticaret Ltd. Şti. under the ORDIBU™ brand.

SES: Smart Education System — The education management system application within the Platform.

Tenant: An institutional customer account with an independent workspace on the Platform.

Usage Right/Capacity: A numerical unit allocated for the use of specific features on the Platform (user count, storage space, AI usage, email sending, online exam capacity, etc.).

Feature: Digital service units available for purchase on the Platform, including User Capacity, Storage Space, AI Usage Service, Email Sending Service, and Online Exam Attendance Service.

Package: A ready-to-sell unit containing a specific amount of usage right/capacity for a Feature, offered at a set price.

Pro-rate: A pricing calculation method applied proportionally to the remaining time when purchases are made mid-subscription period.

iyzico: The payment infrastructure service provider (payment institution).

3.1. The subject of this Agreement is the determination of the mutual rights and obligations of the parties, within the framework of Law No. 6502 on Consumer Protection and the Distance Contracts Regulation, regarding the sale of digital services and usage rights offered electronically by the SELLER through the ORDIBU platform.

3.2. The BUYER declares that they have read, understood, and accepted all articles of this Agreement before completing the purchase.

3.3. This Agreement is deemed concluded upon the BUYER's electronic confirmation.

4.1. The services subject to this Agreement are entirely digital in nature and do not require physical delivery. All services are categorized as "virtual products" (VIRTUAL).

4.2. Types of digital services available for purchase through the Platform:

a) User Capacity: The number of teacher, student, parent, and other user accounts that can be assigned to a tenant account.

b) Storage Space: Disk capacity allocated for file upload and storage through the Platform (in GB).

c) AI Usage Service: A digital service provided for the use of artificial intelligence features (question generation, analysis, evaluation, etc.) within the Platform.

d) Email Sending Service: A digital service provided for sending notification emails to parents, students, and staff through the Platform.

e) Online Exam Attendee Capacity: The maximum number of users who can simultaneously participate in an online exam.

4.3. Technical details, quantity, unit, and current price of each service type are clearly displayed on the purchase screen.

4.4. The SELLER reserves the right to make changes to service types, package contents, and pricing. Changes do not affect currently active periods.

5.1. Prices are determined in the currency corresponding to the country specified in the BUYER's billing profile. The total amount including all taxes (VAT, GST, etc.) is clearly displayed to the BUYER before payment is confirmed.

5.2. Payment is processed via credit card or debit card through the iyzico payment infrastructure. During payment, the BUYER's card information is processed exclusively by iyzico in compliance with PCI DSS standards; the SELLER does not store card information.

5.3. Installment options: Payment may be made in 1, 2, 3, or 6 installments, subject to the BUYER's card and bank permissions. Installment availability may vary by bank and card type.

5.4. Exchange rate: When the original pricing currency of the service differs from the BUYER's payment currency, conversion is performed at the current exchange rate at the time of payment. The applied rate is displayed to the BUYER before payment.

5.5. Pro-rate calculation: For additional purchases made mid-subscription period, proportional pricing based on the remaining number of days may apply. Pro-rate details are displayed to the BUYER before payment.

5.6. Tax rates vary by country (Türkiye: 20% VAT). The applied tax name, rate, and amount are displayed separately before payment.

5.7. An invoice is automatically generated following successful payment and issued using the BUYER's billing profile information. Invoices can be viewed on the platform and downloaded as PDF.

6.1. All purchased digital services are automatically assigned to the relevant tenant account upon receipt of payment confirmation from iyzico to the SELLER.

6.2. Delivery time: Instantaneous upon payment confirmation (instant activation). No waiting period is required for the service to become available.

6.3. In exceptional cases where activation is delayed due to technical failure or system maintenance, assignment is completed within a maximum of 24 (twenty-four) hours.

6.4. Physical delivery, shipping, or logistics processes are not applicable.

6.5. Delivery is deemed complete upon successful assignment of the usage right to the relevant tenant account.

7.1. Pursuant to Article 53 of Law No. 6502 on Consumer Protection and Article 15(ğ) of the Distance Contracts Regulation, the right of withdrawal cannot be exercised for contracts regarding services whose performance has commenced before the expiry of the withdrawal period, with the consumer's consent.

7.2. As purchased digital services are instantly activated simultaneously with payment confirmation, the performance of the service commences at the moment of payment.

7.3. The BUYER acknowledges, declares, and undertakes that they are aware, prior to completing the purchase, that service assignment will occur instantly upon payment confirmation, that the performance of the service will commence immediately, and that therefore no right of withdrawal exists.

7.4. The BUYER acknowledges that they have been informed of this matter during the payment process and have given their consent.

8.1. While falling within the scope of the right of withdrawal exception stated in Article 7, the SELLER may, in good faith, consider refund requests in the following limited circumstances:

a) When the purchased service could not be activated at all due to a technical error.

b) When a duplicate (double) payment has been made.

c) When the SELLER unilaterally terminates the service or renders it unusable.

8.2. The evaluation and acceptance of refund requests is at the SELLER's discretion.

8.3. No refunds are made for partially or fully consumed services and capacities.

8.4. If a refund is approved, the refund amount is returned to the credit card or bank account used for payment, within the processes of the payment institution (iyzico). Refund processing time may vary depending on the bank and card type.

8.5. The BUYER wishing to request a refund should send an email to [email protected] stating the order number and reason for the refund.

9.1. Obligations of the SELLER:

a) To provide the service subject to the Agreement in accordance with the stated specifications.

b) To complete the service assignment following payment confirmation.

c) To issue the invoice in a timely manner and make it accessible on the platform.

d) To protect the BUYER's personal data within the scope of the KVKK Disclosure and Privacy Policy.

9.2. Obligations of the BUYER:

a) To provide accurate and current billing information during the purchase.

b) To fulfill payment obligations in a timely manner.

c) To use the purchased services only within the scope of the relevant tenant account and in compliance with the platform terms of use.

d) To take necessary measures to ensure account security and prevent unauthorized access.

9.3. Purchased services and capacities cannot be transferred to other tenant accounts or third parties, gifted, or converted to cash.

10.1. Personal data collected during the payment process (billing profile information, IP address, transaction records) is processed within the scope of the SELLER's KVKK Disclosure and Privacy Policy.

10.2. Payment card information is under no circumstances stored by the SELLER. Card information is processed in a secure environment by the payment institution (iyzico), which holds PCI DSS Level 1 certification.

10.3. Billing information is retained for the legally required retention periods pursuant to Tax Procedure Law No. 213 and related legislation.

10.4. The BUYER may exercise their rights regarding the processing of their personal data in accordance with the procedure specified in the KVKK Disclosure and Privacy Policy.

11.1. Circumstances beyond the control of the parties that are unforeseeable and unavoidable (natural disasters, war, terrorism, epidemics, changes in legal regulations, internet infrastructure outages, payment institution failures, etc.) are considered force majeure.

11.2. In the event of force majeure, the parties are released from their obligations to perform; this situation does not give rise to any claim for compensation.

11.3. If the force majeure situation persists for more than 30 (thirty) days, either party may terminate the agreement without compensation.

12.1. The laws of the Republic of Türkiye shall apply to disputes arising from this Agreement.

12.2. For disputes up to the monetary threshold announced by the Ministry of Trade, the Provincial or District Consumer Arbitration Committees at the BUYER's or SELLER's place of residence shall have jurisdiction; for disputes exceeding this threshold, Consumer Courts shall have jurisdiction.

12.3. The BUYER may file complaints and objections with the Consumer Arbitration Committees or Consumer Courts at the place of their residence or where the consumer transaction was conducted, within the aforementioned monetary limits.

13.1. This Agreement consists of 13 (thirteen) articles in total and enters into force upon electronic confirmation by the BUYER.

13.2. The Agreement text is retained by the SELLER in digital format from the date of confirmation for the period required by applicable legislation.

13.3. The SELLER reserves the right to update this Agreement in line with legislative changes, service scope updates, or commercial requirements. The current text is published on the platform.