DISTANCE SELLING CONTRACT

1. PARTIES

This Distance Sales Agreement ("Agreement") is entered into between:

Seller / Service Provider

Company: ZedPay Financial Systems and Services P.J.S.C.

Registration No: 381781-5

Tax Number: 9971730211

E-mail: support@zedpay.com

Phone: +90 444 2114

Address: Oruçreis Mahallesi, Tekstilkent Caddesi, No: 12B, Blok: A, Daire: 142, KozaPlaza, Esenler, İstanbul/Türkiye

Hereinafter referred to as the "Seller" or "ZedPay".

1.2. Buyer/User

Any real or legal person who registers electronically through ZedPay's website and/or mobile applications and purchases or benefits from the services offered by ZedPay.

Hereinafter referred to as the "Buyer" or "User".

1.3. This Agreement shall be deemed concluded by and between the Parties through electronic approval, once the Buyer purchases the products and/or services offered by the Seller via the Seller's website and/or digital platforms by means of distance selling.

1.4. The Seller and the Buyer shall each be individually referred to as a "Party" and collectively as the "Parties".

2. DEFINITIONS

For the purposes of the interpretation and implementation of this Agreement, the following terms shall have the meanings set forth below:

2.1. Platform: The website, mobile applications, and all related digital systems owned and operated by ZedPay.

2.2. Seller/Service Provider: Refers to ZedPay Financial Systems and Services P.J.S.C.

2.3. Buyer/User: Any real or legal person who purchases products and/or services through the Platform or benefits from such services.

2.4. Service: All digital, financial, and technical services provided by ZedPay via the Platform.

2.5. Digital Wallet (Wallet): Refers to the digital account structure that enables the storage of funds, transfers, and payment transactions, offered to Users through business partners and authorized service providers by utilizing the financial software, technical infrastructure, APIs, and integration solutions provided by ZedPay.

2.6. Card: Refers to physical cards, virtual cards, prepaid cards, and gift cards offered to Users through business partners and authorized institutions within the scope of the technical infrastructure, software solutions, and integration services provided by ZedPay.

2.7. IBAN/Account Services: Refers to local or international IBANs, account numbers, and related fund transfer services offered to Users by business partners and authorized financial institutions through the financial technology infrastructure and integration solutions provided by ZedPay.

2.8. Payment Services: Refers to deposit, withdrawal, domestic and international transfers, card payments, QR code payments, and similar payment solutions offered by business partners and authorized service providers through the software, technical infrastructure, and integration solutions developed and provided by ZedPay.

2.9. SWAP/Currency Exchange Services: Refers to currency conversion and exchange transactions between different currencies carried out through the Platform by business partners and authorized service providers within the scope of the financial software and technical infrastructure solutions provided by ZedPay.

2.10. Escrow Services: Refers to the escrow services whereby funds are blocked subject to certain conditions and released upon fulfillment of such conditions, offered through business partners and authorized service providers by utilizing the technical infrastructure, software, and integration solutions provided by ZedPay.

2.11. eSIM Service: eSIMs, mobile lines, data packages, and related telecommunication services offered via the Platform.

2.12. API Services: Application Programming Interfaces and technical integration services provided by ZedPay to third parties or white-label partners.

2.13. White-label Services: Customized platform and services that allow third parties to use ZedPay's infrastructure under their own brand.

2.14. Fee / Commission: Fees, commissions, and other financial charges collected from the User in return for the products and services provided by ZedPay.

2.15. Electronic Approval: The electronic consent given by the User via the Platform indicating acceptance of this Agreement.

3. SUBJECT OF THE AGREEMENT

3.1. The subject of this Agreement is to determine the rights and obligations of the Parties with respect to the Buyer's purchase of and use of the digital products and services offered by the Seller through the Platform in an electronic environment.

3.2. This Agreement is concluded as a distance sales agreement and covers the Buyer's purchase or use of one or more of the digital wallet services, card services, IBAN and account services, payment and transfer services, currency exchange and SWAP transactions, escrow services, eSIM and telecommunication services, as well as API and white-label services accessed through the Platform by means of the financial software, technical infrastructure, APIs, and integration solutions provided by ZedPay.

3.3. The Buyer acknowledges and agrees that all purchases, applications, and usage transactions carried out through the Platform shall be subject to the provisions of this Agreement, and that additional agreements, terms of use, or policies may also apply depending on the nature of the relevant service.

3.4. The Seller reserves the right to partially or fully amend the scope, content, and technical features of the products and services offered through the Platform, provided that such amendments comply with applicable legislation.

4. PRODUCTS AND SERVICES OFFERED

4.1. The Seller offers the Buyer the digital products and services listed below through the Platform. The Buyer acknowledges that all or part of these products and services may be subject to different terms, technical requirements, and additional approvals depending on the nature of the service.

4.2. Digital Wallet Services - Access may be provided, through the Platform, to digital wallet services that enable Users to store funds, send and receive money, make payments, view balances, and perform similar transactions, offered by business partners and authorized service providers by means of the financial software, technical infrastructure, APIs, and integration solutions provided by ZedPay.

4.3. Card Services - Within the scope of the technical infrastructure, software solutions, and integration services provided by ZedPay, access may be provided through the Platform to physical cards, virtual cards, prepaid cards, and gift cards offered by business partners and authorized institutions. Card application, issuance, delivery, activation, and usage are subject to the relevant service terms and the processes of third-party providers.

4.4. IBAN and Account Services - Through the financial technology infrastructure and integration solutions provided by ZedPay, local and/or international IBANs and account numbers may be allocated to Users by business partners and authorized financial institutions. These services may include fund transfers, account management, and balance-related transactions.

4.5. Payment and Fund Transfer Services - By means of the software and technical infrastructure solutions developed by ZedPay, access may be provided through the Platform to domestic and international fund transfers, bank transfers, card payments, QR code payments, and similar payment solutions offered by business partners and authorized service providers.

4.6. Currency Exchange and Swap Services - Within the scope of the financial software and technical infrastructure solutions provided by ZedPay, currency exchange and SWAP transactions between different currencies may be carried out through the Platform by business partners and authorized service providers. Such transactions are subject to the transaction terms and real-time exchange rates determined by the relevant service providers.

4.7. Escrow Services - By utilizing the technical infrastructure, software, and integration solutions provided by ZedPay, access may be provided to escrow services whereby funds are blocked subject to certain conditions and released upon fulfillment of such conditions, offered by business partners and authorized service providers.

4.8. eSIM and Telecommunication Services - eSIMs, mobile lines, data packages, and related telecommunication services may be offered through the Platform. The scope and conditions of use of these services are specified in the relevant service descriptions.

4.9. API and White-label Services - The Seller may provide API access, technical integration, and white-label infrastructure services to third parties or business partners. Such services may be subject to separate agreements or special terms.

4.10. The Seller reserves the right to temporarily or permanently suspend, amend, or terminate all or part of the products and services offered, provided that such actions comply with applicable legislation.

5. FORMATION OF THE AGREEMENT

5.1. This Agreement shall be deemed concluded and shall enter into force as a distance sales agreement upon the Buyer's registration on the Platform, declaration that the Buyer has read this Agreement, and provision of electronic approval.

5.2. The Buyer represents and warrants that all information provided through the Platform is accurate, complete, and up to date, and acknowledges that any legal or financial liability arising from inaccurate or misleading information shall solely rest with the Buyer.

5.3. The Seller may condition the Buyer's access to the services on the fulfillment of identity verification, additional approvals, technical requirements, or obligations arising from applicable legislation, depending on the nature of the relevant service.

5.4. The Buyer shall be deemed to have accepted the provisions of this Agreement, as well as the relevant policies, terms of use, and disclosures published on the Platform, with respect to each transaction performed through the Platform.

5.5. The Seller reserves the right to reject or suspend the Buyer's application or service request, where deemed necessary, without being obliged to provide any justification.

6. PRICING AND PAYMENT TERMS

6.1. The prices, fees, commission rates, and, where applicable, subscription charges for the products and services offered through the Platform are published on the Platform in relation to the relevant service. The Buyer has the opportunity to review and accept the applicable pricing information prior to completing any purchase.

6.2. The Seller reserves the right to unilaterally amend the prices, commission rates, and pricing structure of the products and services, provided that such amendments comply with applicable legislation. Any changes shall become effective as of the date they are published on the Platform.

6.3. Payments may be made via debit card, credit card, digital wallet balance, bank transfer, electronic money, or other payment methods specified on the Platform.

6.4. The Buyer shall be responsible for all fees, commissions, taxes, and similar financial obligations arising from the transactions performed. Such amounts may be collected from the Buyer's account during or after the relevant transaction.

6.5. For subscription-based services, the subscription period, renewal terms, cancellation, and pricing principles shall be specified in the relevant service descriptions.

6.6. The Seller may make changes to payment methods or collection processes due to technical requirements, changes in legislation, or reasons arising from third-party service providers.

6.7. Within the scope of the legal relationship established under this Agreement, the Buyer is obliged to make all payments it is required to pay through the payment methods determined by the Seller and communicated via the Platform. In this context, the Seller has currently designated two (2) active payment methods, namely transfers made via the IBAN details communicated to the Buyer and payments made through the GATEWAY payment system.

6.7.1. IBAN Transfer - The Buyer may make payments via bank transfer or electronic funds transfer using the IBAN details communicated by the Seller. Payments made via IBAN shall become effective upon the actual receipt of the relevant amount in the Seller's account.

6.7.2. GATEWAY Payment System - The Buyer may make payments through the GATEWAY payment system integrated into the Platform. The GATEWAY payment system is a technical payment infrastructure that enables payments made using debit cards, credit cards, or similar digital payment instruments to be securely processed through the relevant payment service providers and for the transaction result to be reflected in the Buyer's account.

7. DELIVERY AND PERFORMANCE

7.1. The majority of the services provided under this Agreement are of a digital nature, and the performance of such services shall be deemed completed electronically upon the Buyer's purchase, application, or completion of the relevant activation process.

7.2. Access to digital wallet services, IBAN and account services, payment and transfer services, currency exchange and SWAP transactions, escrow services, as well as API and white-label services shall be provided to the Buyer through the Platform by means of the financial software, technical infrastructure, APIs, and integration solutions provided by ZedPay, following the fulfillment of the relevant technical and regulatory requirements.

7.3. With respect to physical card services, the production and delivery of the card shall be carried out by business partners and authorized institutions within the framework of the technical infrastructure and integration solutions provided by ZedPay, in accordance with the timeframes and methods determined by such parties. Delivery periods may vary depending on the delivery address and applicable logistical processes.

7.4. Access to virtual card and eSIM services shall be provided electronically, without the need for physical delivery, following the completion of the required verification and activation procedures, by means of the technical infrastructure and software solutions provided by ZedPay.

7.5. The Buyer acknowledges that temporary disruptions may occur during the performance of the services due to technical failures, maintenance works, infrastructure upgrades, or force major events.

8. RIGHT OF WITHDRAWAL

8.1. The Buyer acknowledges that the products and services provided under this Agreement are predominantly digital in nature, are performed electronically and instantly or within a short period of time, and therefore fall within the exceptions to the right of withdrawal under the applicable distance sales legislation.

8.2. The Buyer expressly acknowledges, represents, and agrees that all services accessed through the Platform by means of the financial software, technical infrastructure, APIs, and integration solutions provided by ZedPay — including but not limited to digital wallet services, card services (physical and virtual), IBAN and account services, payment and fund transfer services, currency exchange and SWAP transactions, escrow services, eSIM and telecommunication services, as well as API and white-label services — constitute electronically performed digital services, and that no right of withdrawal applies to such services.

8.3. By purchasing or applying for any service and upon commencement of performance, the Buyer irrevocably waives any right of withdrawal and confirms that such waiver is made with the Buyer's explicit consent.

8.4. Virtual cards, digital wallets, eSIM services, account and IBAN allocations, fund transfers, payment transactions, currency conversions, and similar services are digital services provided electronically within the scope of the technical infrastructure and software solutions supplied by ZedPay and, by their nature, are non-returnable and non-refundable. Accordingly, no right of withdrawal may be exercised in respect of such services.

8.5. With respect to physical cards, once the card application has been submitted, the card has been personalized, or the activation process has commenced, the right of withdrawal shall cease, as access to the relevant services is provided through the technical infrastructure and integration solutions supplied by ZedPay.

8.6. The Buyer confirms that they have read, understood, and accepted the provisions of this Article, and that they have been duly informed that no right of withdrawal applies.

9. RIGHTS AND OBLIGATIONS OF THE USER

9.1. The Buyer acknowledges and agrees that all information and documents provided during registration and use of the services are accurate, complete, and up to date, and that any legal, administrative, or financial liability arising from inaccurate or misleading information shall solely rest with the Buyer.

9.2. The Buyer agrees to use the Platform and the services solely for lawful purposes and in compliance with applicable legislation, the provisions of this Agreement, and all policies, rules, and disclosures published on the Platform.

9.3. The Buyer is responsible for maintaining the confidentiality of their user account, login credentials, passwords, authentication tools, and security elements. The Buyer shall be liable for all consequences arising from unauthorized use of such information.

9.4. The Buyer represents that all transactions and activities conducted through the Platform are performed by the Buyer or duly authorized by the Buyer, and accepts full responsibility for the outcomes of such transactions.

9.5. The Buyer agrees not to engage in any activity that may compromise the security of the Platform or the Seller, disrupt the operation of the services, or infringe upon the rights of third parties.

9.6. The Buyer acknowledges that the services offered through the Platform may involve financial risks, including but not limited to currency fluctuations, transaction delays, technical failures, and risks arising from third-party service providers, and accepts such risks.

9.7. The Buyer agrees to timely fulfill identity verification, information update, and similar obligations required under applicable legislation.

10. RIGHTS AND OBLIGATIONS OF THE SELLER

10.1. The Seller shall use reasonable efforts to provide the products and services under this Agreement in accordance with applicable legislation and the provisions of this Agreement.

10.2. The Seller does not warrant that the Platform will operate uninterrupted or error-free. The Buyer acknowledges that temporary disruptions may occur due to technical failures, maintenance works, infrastructure improvements, interruptions caused by third-party service providers, or force major events.

10.3. The Seller has the right to take necessary technical and administrative measures to ensure the security of the services. In this context, the Seller may restrict, suspend, or terminate access to the services, temporarily or permanently, where deemed necessary.

10.4. The Seller may request additional information and documents from the Buyer within the scope of legal obligations, risk management, security considerations, or compliance processes.

10.5. The Seller reserves the right to unilaterally amend, update, or terminate the scope, content, and technical features of the products and services offered through the Platform, provided that such actions comply with applicable legislation.

10.6. With respect to services provided by third parties, the Seller shall only be liable to the extent that it acts as an intermediary or service provider, and shall not be held directly liable for the acts or omissions of such third parties.

11. LIMITATION OF LIABILITY

11.1. The Seller shall not be liable for any indirect, special, incidental, or consequential damages arising from the use of the services under this Agreement, including but not limited to loss of profit, loss of revenue, loss of data, loss of business, or reputational damage.

11.2. The Buyer acknowledges that financial transactions carried out through the Platform by means of the financial software, technical infrastructure, APIs, and integration solutions provided by ZedPay inherently involve certain risks, and agrees that the Seller shall not be held liable for any losses arising from currency fluctuations, market conditions, transaction delays, circumstances attributable to third-party service providers, or technical failures.

11.3. The Seller shall not be liable for any damages arising from the acts or omissions of third-party service providers, including banks, payment institutions, card schemes, telecommunication operators, and similar entities.

11.4. In any event, the Seller's total liability under this Agreement shall be limited to the total amount paid by the Buyer to the Seller for the relevant service.

11.5. The Seller shall not be held liable for any failure or delay in the performance of its obligations under this Agreement due to force majeure events.

12. PERSONAL DATA PROTECTION AND CONFIDENTIALITY

12.1. The Seller processes the Buyer's personal data in compliance with applicable legislation and solely for the purposes of providing and improving the services under this Agreement and fulfilling legal obligations.

12.2. The Buyer expressly consents to the processing, storage, and sharing of their personal data by the Seller with third-party service providers located domestically and/or abroad, within the scope of applicable legislation and the privacy policy published on the Platform.

12.3. The Seller shall take the necessary technical and administrative measures to ensure the confidentiality and security of personal data; however, the Buyer acknowledges that security risks inherent to the nature of the internet and electronic systems cannot be entirely eliminated.

12.4. The Buyer acknowledges that detailed information regarding the processing of personal data is available through the Privacy Policy and relevant disclosure texts published on the Platform.

12.5. The Parties agree not to disclose any confidential information obtained within the scope of this Agreement to third parties and to use such information solely for the purposes of this Agreement.

13. TERM AND TERMINATION OF THE AGREEMENT

13.1. This Agreement shall enter into force on the date it is electronically approved by the Buyer and shall remain in effect until terminated by either Party.

13.2. The Buyer may terminate this Agreement at any time by closing their account through the Platform. However, obligations arising from transactions performed prior to the termination date shall remain unaffected by such termination.

13.3. The Seller reserves the right to immediately terminate this Agreement or suspend the services in cases of legal non-compliance, security risks, compliance obligations, detection of suspicious transactions, breach of this Agreement by the Buyer, or other circumstances deemed necessary by the Seller.

13.4. Upon termination of this Agreement for any reason, the Buyer's obligations and liabilities accrued up to the termination date shall survive.

13.5. Termination of this Agreement shall not affect provisions which by their nature are intended to survive termination.

14. AMENDMENTS

14.1. The Seller reserves the right to amend, update, or modify this Agreement unilaterally, provided that such amendments comply with applicable legislation.

14.2. Any amendments to this Agreement shall be notified to the Buyer by being published on the Platform and shall become effective as of the publication date or the specified effective date.

14.3. If the Buyer continues to use the Platform after the amendments enter into force, the Buyer shall be deemed to have accepted such amendments.

14.4. If the Buyer does not accept the amendments, the Buyer has the right to discontinue use of the Platform and close their account.

15. GOVERNING LAW AND JURISDICTION

15.1. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Türkiye.

15.2. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the Courts and Enforcement Offices of Bakırköy.

16. EFFECTIVE DATE

16.1. This Agreement shall enter into force on the date it is electronically approved by the Buyer through the Platform.

16.2. The Buyer declares that they have read, understood, and accepted all provisions of this Agreement electronically and of their own free will.

16.3. This Agreement is concluded electronically through the Platform and shall be legally binding upon the Parties.