Distance Sales Agreement

DRAFT — MUST BE COMPLETED AND REVIEWED BY LEGAL COUNSEL BEFORE PUBLICATION. Fields left in square brackets (shipping fee, delivery time, sale price, warranty period, contracted courier) are not yet filled in.

This Distance Sales Agreement (the “Agreement”) is concluded electronically between the Seller and the Buyer identified below, pursuant to Turkish Consumer Protection Law No. 6502 and the Regulation on Distance Contracts. The Buyer declares that they read the pre-contractual information form before placing the order and accept this Agreement.

1. Parties

SELLER

• Company: Polaris Dış Ticaret Ltd. Şti.
• Address: Alipaşa Mah. Sülün Cad. Ballıoğlu İş Merkezi No: 6 İç Kapı No: 6, 59850 Çorlu / Tekirdağ, Türkiye
• Phone: +90 850 466 46 64
• Email: info@venuegrade.com
• Tax Office / Tax No: Çorlu Tax Office / 7300051767

BUYER: the natural or legal person identified by the name/company, address, email and phone provided at checkout. These details appear on the order record and the invoice.

2. Subject

This Agreement sets out the rights and obligations of the parties regarding the sale and delivery of the product and service ordered electronically by the Buyer through venuegrade.com, the characteristics and price of which are stated below.

3. Product and Service

VenueGrade Terminal: a 4.3-inch touchscreen zone terminal operating over a wireless network. It collects visitor satisfaction votes, cleaning requests and staff cleaning confirmations, and transmits the data to the Seller’s cloud infrastructure.

The product price includes one (1) year of cloud subscription, covering management panel access, mobile application access, data storage and over-the-air software updates. The Buyer may purchase additional cloud years at checkout; additional years are calculated per terminal.

Quantities, unit prices and the total are shown on the order screen and in the order summary sent to the Buyer; that information forms an integral part of this Agreement.

4. Price and Payment

Prices are displayed on the site in US Dollars (USD). PAYMENT IS COLLECTED IN TURKISH LIRA (TRY): the TRY amount is calculated at the time of order using the US Dollar FOREX SELLING rate of the Central Bank of the Republic of Türkiye (CBRT) bulletin in force at that moment.

The TRY amount so calculated is FIXED at the moment the order is confirmed and binds the parties. Subsequent exchange rate movements do not affect it; the price is not foreign-currency indexed. The rate used, the date of its bulletin and the bulletin number are recorded on the order and shown in the order summary sent to the Buyer.

The CBRT publishes its rates each business day in the afternoon. Before publication, and at weekends and public holidays, the rate of the most recent bulletin then in force applies.

• Amounts shown at checkout include VAT at the applicable statutory rate.
• Terminal unit price: [to be completed] USD (VAT included), including one year of cloud subscription.
• Additional cloud year: [to be completed] USD (VAT included), per terminal per year.
• Shipping charge: [to be completed].
• Card details are never stored by the Seller; the transaction is completed through the bank’s 3D Secure infrastructure.
• For bank transfer, the Buyer states the order number as the payment reference and uploads the receipt. The order is confirmed once the payment is verified in the Seller’s account.

5. Delivery

• The product is delivered by courier to the shipping address given at checkout.
• Delivery takes [to be completed] business days from confirmation of the order and in no case exceeds the statutory maximum of thirty (30) days.
• The Buyer must inspect the package on delivery. Damaged packages should not be accepted without a report signed by the courier.
• Additional costs arising from incorrect or incomplete details provided by the Buyer are borne by the Buyer.

6. Right of Withdrawal

A Buyer qualifying as a consumer may withdraw from the Agreement within fourteen (14) days of delivery without giving any reason and without penalty, by written notice to info@venuegrade.com or the postal address above.

• The product must be returned complete and undamaged, with its box and accessories.
• The Buyer may use the product only to the extent necessary to establish its nature and functioning, and is liable for any loss in value beyond that.
• Return shipping is borne by the Seller when sent via the Seller’s contracted courier to the return address. [Contracted courier to be completed.]
• The Seller refunds the total price and any delivery costs within fourteen (14) days of receiving the withdrawal notice.
• On withdrawal the associated cloud subscription also ends; the portion corresponding to days used may be deducted pro rata.

7. Exceptions to the Right of Withdrawal

Under Article 15 of the Regulation on Distance Contracts, the right of withdrawal does not apply to:

• Services performed instantly in electronic form that were started with the Buyer’s consent — as regards the part already performed of a cloud subscription activated with the Buyer’s express consent.
• Products configured specifically to the Buyer’s requirements.
• Products unsuitable for return on grounds of health or hygiene once unsealed.
• Buyers acting for commercial or professional purposes are not consumers; for them the withdrawal provisions above do not apply and return terms follow the commercial agreement between the parties.

8. Cloud Subscription

• The subscription starts on the date the terminal is registered in the panel and runs for one (1) year, extended accordingly if additional years were purchased.
• The term does not extend with the number of terminals; every terminal runs within the same period. The number of terminals determines the amount payable.
• If not renewed at the end of the term, panel and mobile access stop. The terminal may keep operating locally but data is not sent to the cloud.
• The Seller uses reasonable efforts to keep the service available; planned maintenance is announced in advance.

9. Warranty and Support

• The terminal carries a [to be completed]-year warranty covering manufacturing and material defects.
• Faults caused by misuse, dropping, liquid contact, unauthorised intervention or force majeure are excluded.
• Technical support is provided during the subscription term via info@venuegrade.com and +90 850 466 46 64.

10. Personal Data

Personal data processed in the order and delivery process is handled under Turkish Law No. 6698. Details are set out in the Data Protection Notice and the Privacy Policy, with which this Agreement is read together.

11. Force Majeure

In events beyond the parties’ control — natural disaster, war, mobilisation, epidemic, strike, supply chain disruption, power and communication infrastructure failures — obligations are suspended for the duration. If the impediment exceeds thirty (30) days, either party may terminate without compensation.

12. Disputes

Consumers may apply to the Consumer Arbitration Committee of their place of residence or of the transaction within the monetary limits announced annually by the Ministry of Trade, and to the Consumer Courts above those limits.

Where the Buyer is not a consumer, the Courts and Execution Offices of Çorlu, Türkiye have jurisdiction.

13. Entry into Force

The Agreement is concluded when the Buyer confirms electronically at checkout that they have read and accepted it. A copy is sent to the email address provided and kept accessible in the Buyer’s panel.