Sports Centre and Operator Partnership Agreement

This English version is provided for information purposes only. This document is governed by and construed in accordance with Turkish law, and the Turkish version is the sole authentic text. In the event of any discrepancy, inconsistency or conflict between the Turkish version and this English version, the Turkish version shall prevail.

This Partnership Agreement (the “Agreement”) governs the terms on which sports centres, facilities, clubs, instructors and tour and camp operators (the “Operator”) publish listings and accept reservations on the Sporara platform. Opening an account, publishing a listing or accepting a reservation constitutes acceptance of this Agreement. It governs a commercial relationship between merchants and is not a consumer transaction. The relationship between the Platform and end users is governed separately by the Terms of Use and the applicable distance sales agreement.

1. Parties

This Agreement is concluded between, on the one side, Sporara Teknoloji Ticaret A.Ş. and Esteprime Özel Sağlık Turizm ve Danışmanlık A.Ş. operating the Sporara platform (together, “Sporara” or the “Platform”) and, on the other side, the natural or legal person opening an operator account (the “Operator”). Each is a “Party” and together they are the “Parties”.

Camp and tour services are provided by Esteprime Özel Sağlık Turizm ve Danışmanlık A.Ş.; all other services are provided by Sporara Teknoloji Ticaret A.Ş.. The company acting as counterparty for a given listing type is shown in the panel and in the order records.

2. Definitions

• Platform: the Sporara website, its mobile interfaces and the operator panel.
• Operator: the sports centre, club, instructor, tour or camp operator that publishes listings on the Platform and actually delivers the service.
• Customer: the natural person who makes a reservation through the Platform.
• Listing: the content through which a service is presented and opened to reservation; description, images, price, capacity and calendar information.
• Commission: the amount to which the Platform is entitled for its intermediary service. Earnings: the net amount payable to the Operator after deduction of commission and any withholdings.

3. Subject matter

The subject matter of this Agreement is the publication of listings by the Operator, the acceptance of reservations, and the procedures and mutual rights and obligations relating to the commission to which the Platform is entitled for its intermediary service. The Agreement enters into force when the account is approved and remains in force indefinitely, subject to the termination provisions.

4. Legal status of the Platform — intermediary service provider

The Platform acts as an intermediary service provider within the meaning of Law No. 6563 on the Regulation of Electronic Commerce (Elektronik Ticaretin Düzenlenmesi Hakkında Kanun). In respect of the Operator’s listings, the Platform is not the seller or supplier; the party actually delivering the service is the Operator. The Platform is not obliged to monitor the content provided by the Operator or to investigate whether any unlawful circumstance exists; it does not warrant the accuracy of the listing, the quality of the service or the Operator’s undertakings. The Platform’s capacity as seller of its own products and its statutory obligations regarding removal of unlawful content are reserved.

5. Operator account

1. The Operator warrants that the trade name, tax details, address and authorised person details submitted to the Platform are accurate, and updates any change without delay through the panel.
2. The Operator operates through a single account; it is solely responsible for account security and all actions taken by its authorised persons bind it.

6. Publication of listings and listing rules

1. The Operator warrants that the scope, duration, participant numbers, age limits, equipment, health and safety conditions, location and price stated in a listing are accurate, current and not misleading.
2. Images must genuinely represent the service and must not belong to another party. Indicative or open-ended prices may not be published; the listing price must show the total amount payable and any mandatory additional charges.
3. Listings may not direct users to another platform or to the Operator’s own sales channels, and may not include contact details, social media accounts, telephone numbers, e-mail addresses or QR codes. Multiple listings may not be created for the same service; content may not contain elements contrary to law or public morals.
4. The Operator shall ensure its listings comply with the current listing rules published at https://sporara.com/ilan-kurallari. Those rules form an integral part of this Agreement.
5. The Platform reserves the right not to publish, to request correction of, or to remove any listing it considers contrary to the rules or to legislation. Exercise of this right may not be construed as imposing a content monitoring obligation on the Platform.

7. Capacity, availability and calendar

1. The Operator must keep its calendar, capacity and availability up to date; a slot shown as open in the panel is a binding commitment towards the Customer. The Operator is responsible for reservations that cannot be honoured due to capacity errors, double booking or an out-of-date calendar.
2. The Operator may close a listing to reservation at any time without giving reasons, but must honour in full all reservations taken up to that moment. After confirmation, any change to essential elements such as place, date, time, scope or instructor is subject to the Customer’s approval.

8. Permits, licences, insurance and regulatory compliance

1. The Operator warrants that it holds all permits, licences and authorisations required by law, that they remain valid throughout the term, and that they will be produced on request.
2. Where the nature of the activity so requires, valid liability insurance and any other mandatory insurance must be kept in force; this obligation is material for high-risk activities such as diving, rafting, air sports, climbing and motor sports.
3. An Operator offering tour and camp services additionally warrants compliance with travel agency and tourism legislation, and is solely responsible for occupational health and safety legislation in respect of its personnel.
4. If a permit, licence or insurance policy expires, is cancelled or suspended, the Platform must be notified without delay; the relevant listings may be removed.

9. Service standard, instructor competence and safety

1. The Operator delivers the service with the scope and quality described in the listing, applying professional care. It warrants that the instructors, coaches, guides and skippers delivering the service hold the necessary competence, certification and experience and that their certifications remain valid.
2. Equipment must be maintained, safe and compliant with applicable standards. Activity-specific risks and participation prerequisites (swimming ability, health declaration, age, experience) are stated in the listing; participants who do not meet them may not take part. For services aimed at children, enhanced care applies regarding accompaniment, supervision and parental consent.
3. Civil and criminal liability for any accident, injury or damage occurring during delivery rests solely with the Operator, who agrees to meet claims directed at the Platform on that ground and to indemnify it on first demand.

10. Price and commission

1. The listing price is set by the Operator; campaigns and discounts are run only within the framework approved by the Operator.
2. The commission rate is defined in the operator panel and can be viewed at any time; it may differ by listing type. Rate changes are notified in advance and apply prospectively only; if the Operator does not accept a change, it may close its listings to reservation or terminate this Agreement.
3. The commission rate and amount are frozen at the moment the order is created; for each order item the applicable rate, the commission amount and the net amount payable to the Operator are recorded separately. Subsequent rate changes do not affect past orders.
4. Commission is calculated on the total amount collected from the Customer. The Operator issues its service invoice in accordance with applicable legislation; the Platform issues an invoice to the Operator for the commission. Stamp duty and all taxes relating to the Operator’s activity are borne by the Operator.

11. Earnings and payout process

1. Entitlement arises upon actual and complete delivery of the service; items whose service date has not passed, that have been cancelled or that are subject to an ongoing refund process are excluded.
2. Earnings are calculated on the net amount frozen in the order item and are transferred, in payout periods, to the bank account notified by the Operator through the panel; the periods and payment calendar are published in the panel. Each batch statement shows the gross amount, commission, deductions and net amount.
3. Where there is concrete indication that the service was not properly delivered, that a Customer dispute exists or that fraud is suspected, the Platform may withhold the earnings relating to that order item until the matter is resolved; any withholding is notified with the amount and reason and resolved within a reasonable period.
4. The Platform reserves the right to set off its receivables in respect of commission, refunds, recourse or contractual penalties against earnings. On termination, settled earnings are paid in the first ordinary period.

12. Cancellation, amendment and allocation of refund liability

1. As a rule the Operator may not cancel a confirmed reservation; cancellation is permitted only on an objective and documentable ground such as adverse weather, a risk to life and safety or an official prohibition, and with the earliest possible notice.
2. For cancellations attributable to the Operator (including capacity errors, double booking, closure of the facility, absence of the instructor and listings that do not reflect reality), the full amount paid by the Customer is refunded. The Operator may not claim any commission or earnings in respect of such a refund; the Platform reserves its right of recourse for the refunded amount and any transaction costs.
3. An alternative date or an equivalent service replaces a refund only with the Customer’s express acceptance. For cancellations attributable to the Customer, the conditions published in the listing and Article 13 apply; the Operator shall cooperate with the Platform in resolving disputes.

13. Compliance with the withdrawal and cancellation policy

The policy granted by the Platform to Customers is as follows, and the Operator agrees to comply with it:

• For leisure, entertainment, sport and recreation services that must be provided on a specific date, there is no statutory right of withdrawal under Article 15/1-(g) of the Regulation on Distance Contracts (Mesafeli Sözleşmeler Yönetmeliği).
• Notwithstanding this, the Platform grants Customers, of its own volition and as a matter of commercial policy, a contractual right of withdrawal of 30 days, exercisable within 30 days of purchase and in any event until the service begins.
• Where that right is exercised, actual and documentable deductions arising from hotels, flights, vehicles, pitches, seat allocations or sports centres, together with a transaction fee, are deducted from the refund.

The Operator may not refuse withdrawal requests and must substantiate every deduction it asks to be applied to a refund with documentation showing that the cost was actually incurred (cancellation notice, supplier invoice, penalty tariff and similar). Undocumented deduction claims are disregarded and the refund is made in full; that amount is then set off against the Operator’s earnings.

14. Customer communication and prohibition of off-platform diversion

1. Communication between the Operator and the Customer is conducted, as far as possible, through the messaging and notification tools provided by the Platform.
2. The Operator may not direct a Customer obtained through the Platform to purchase the same or a similar service outside the Platform; diversion to its own sales channels or to third-party platforms through listings, messages, e-mail or on-site communication is prohibited. A lower price than the one published on the Platform may not be offered directly.
3. Customer contact details obtained through the Platform may not be used for the Operator’s marketing or transferred to third parties. Breach of this Article is a material breach; the Platform may remove listings, suspend the account, terminate for cause and claim its damage, including loss of profit.

15. Reviews and ratings

1. Customers may leave ratings and reviews; these are published subject to verification that the service was received. The Operator may not interfere with the content of reviews left about it and may not request that a negative review be removed or hidden.
2. The Operator may not offer any benefit in exchange for a positive review, create fake reviews, or cause negative reviews to be left about competitors.
3. The Platform may remove reviews containing insults, unlawful content or reviews found to be fake; the final assessment rests with the Platform. The Operator may respond to reviews using the reply tool provided by the Platform.

16. Intellectual property and content licence

1. All rights in the Platform’s software, design, trade marks, logos, domain names and database belong to the Platform or its licensors; this Agreement grants the Operator no proprietary right.
2. The Operator warrants that it owns, or is authorised to use and sub-license, the text, photographs and videos it uploads, and grants the Platform over them a worldwide, royalty-free, transferable and sub-licensable non-exclusive licence, limited to promoting the Platform, publishing the listing and marketing it in digital channels. The licence covers reproduction, distribution, performance, communication to the public and resizing and cropping for adaptation to the relevant medium, and terminates prospectively when the listing is removed. The Operator is liable for claims brought against the Platform alleging infringement of third-party intellectual or industrial property rights.

17. Protection of personal data

The Parties undertake to comply with Law No. 6698 on the Protection of Personal Data (Kişisel Verilerin Korunması Kanunu). The Platform is the data controller in respect of its own activities; the controllers are identified below.

1. In respect of Customer data transferred to it, the Operator is a separate and independent data controller; it is not a data processor of the Platform and is responsible for fulfilling its own duty to inform and for responding to data subject requests.
2. The Operator may process Customer data accessed through the Platform solely to deliver the service, ensure safety and comply with statutory obligations; such data may not be used for marketing, profiling, commercial electronic messages or transfer to third parties.
3. The Operator shall implement appropriate technical and organisational measures and shall not retain data longer than necessary; special categories of data such as health declarations may be processed only to the extent required by the activity.
4. A data breach affecting data obtained through the Platform must be notified to the Platform without delay and in any event within 24 hours. If an administrative fine is imposed on the Platform as a result of the Operator’s breach, the right of recourse is reserved.

18. Confidentiality

The Parties shall treat as “Confidential Information” the trade secrets, pricing and commission terms, know-how, and Customer and sales data learned in the course of the business relationship; they undertake to protect it during and after the term, not to share it with third parties and to use it solely for performance of the Agreement. Information that has become public, or that must be disclosed under law or a court decision, falls outside this scope.

19. Force majeure

Events beyond the Parties’ control, unforeseeable and rendering performance impossible, are deemed force majeure: natural disaster, epidemic, war, terrorism, strike and lockout, decisions of official authorities, general infrastructure failures and large-scale cyber attacks. The affected Party shall give written notice without delay. If the event exceeds 30 days, either Party may terminate by written notice. Force majeure does not extinguish earnings obligations that have already accrued and fallen due.

20. Limitation of liability

1. The Platform’s activity is limited to publishing listings, enabling communication and providing reservation and payment infrastructure. It does not warrant the performance, quality or outcome of the service and does not act as guarantor.
2. The Operator is solely liable for performance, defective or non-performance and any damage arising during delivery. The Platform’s right of recourse is reserved in respect of all claims directed at it on those grounds.
3. Where the Platform is at fault, its aggregate liability is limited to the commission collected from the relevant Operator in the 12 months preceding the date the claim arose; this limit does not apply to intent or gross negligence. The Parties are not liable to each other for indirect damage or loss of profit; this does not affect the Operator’s liability arising from a breach of Article 14.

21. Suspension and termination

1. The Platform may remove listings and suspend the account where there is a serious risk to Customer safety, non-compliance with legislation or the listing rules, repeated complaints, suspicion of fraud, or where a permit, licence or insurance policy ceases to be valid; suspension is notified with reasons and the Operator is given an opportunity to respond.
2. In the event of a breach, the Platform shall request in writing that it be remedied within 7 days; if it is not, the Agreement may be terminated. Breach of Articles 8, 9, 13, 14 and 17 is a material breach giving rise to a right of immediate termination.
3. If either Party becomes insolvent, files for bankruptcy, applies for composition with creditors or enters liquidation, the other Party may terminate immediately. Either Party may also terminate without giving reasons on 30 days’ prior written notice.
4. On termination the Operator must perform all reservations taken up to that date; Article 12 applies to those not performed. Termination does not affect the provisions on accrued earnings, confidentiality, personal data, intellectual property and indemnity.

22. Notices

Notices shall be made in writing. The addresses and e-mail addresses registered in the panel are deemed the addresses for service; unless a change is notified, notice sent to the previous address is valid. Ordinary notices, approvals and requests may be made through the panel and the registered e-mail addresses. Notices concerning default, termination and rescission shall be made through a notary public, by registered mail with return receipt, or through the registered electronic mail (KEP) system.

23. Prohibition of assignment

The Operator may not assign or transfer its rights and obligations under this Agreement without the Platform’s written consent. The Operator may not have the service performed by a subcontractor; it is delivered under the Operator’s own organisation and responsibility. The Platform may assign this Agreement to its affiliates or, on a transfer of business, to the acquiring legal entity.

24. Governing law and dispute resolution

This Agreement is governed by the laws of the Republic of Türkiye. The Istanbul (Çağlayan) Courts and Enforcement Offices have jurisdiction over any dispute arising from its interpretation or application. Before commencing proceedings the Parties shall negotiate in good faith; the provisions on mediation as a procedural precondition in commercial actions are reserved.

25. Miscellaneous and entry into force

1. The invalidity of any provision does not affect the remaining provisions. A Party’s failure or delay in exercising a right does not constitute a waiver of that right.
2. This Agreement, together with the documents it refers to (the listing rules and the commission and payout terms published in the panel), forms a single whole and supersedes all prior understandings on the same subject.
3. The Platform may amend this Agreement; material amendments are notified through the panel and the registered e-mail address at least 30 days before they take effect, and the Operator may terminate within that period if it does not accept them.
4. No partnership, agency or employment relationship is created between the Parties; they are independent merchants. The current text is published at https://sporara.com/spor-merkezi-uyelik.