Travel Agency Reseller 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.

When does this agreement apply?

This document applies where a travel agency sells the Platform’s tour and camp products to its own customers. In this model the agency purchases the product from the Platform at a net rate, resells it to its own customer at a price it determines, and acts as the seller vis-à-vis the end customer. The Platform acts as the supplier of the tour or camp product.

If the relationship runs the other way — that is, if the agency offers its own tours for sale on the Platform, the Platform collects payment and pays the agency after deducting its commission — the applicable document is the Travel Agency Supplier Agreement, not this one. In mixed relationships where both documents are relevant, the document matching the direction of each individual product and booking applies to that transaction.

1. Parties

This Travel Agency Reseller Agreement (the “Agreement”) is concluded between Sporara Teknoloji Ticaret A.Ş. and Esteprime Özel Sağlık Turizm ve Danışmanlık A.Ş., operating the Platform, and the travel agency whose details are recorded during the application and approval process (the “Agency”). Each is referred to as a “Party” and together as the “Parties”.

The corporate details of the companies operating the Platform are set out below:

Services on the Platform are allocated between those companies as follows: 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.. Accordingly, in respect of the tour and camp products that form the subject matter of this Agreement, the company that is a Party as supplier and that provides net rates to the Agency is Esteprime Özel Sağlık Turizm ve Danışmanlık A.Ş. (TÜRSAB Licence No: 12558). Where this Agreement refers to the “Platform”, this means Esteprime Özel Sağlık Turizm ve Danışmanlık A.Ş. as regards rights and obligations relating to tour and camp products, while Sporara Teknoloji Ticaret A.Ş. also holds rights and obligations as regards the technical infrastructure, account management and platform rules.

The Agency’s trade name, tax office and number, address, operating licence number, TÜRSAB membership number, authorised contact details and an electronic mail address suitable for service of notices are declared by the Agency in the application form and form an integral part of this Agreement. Any change to those details must be notified to the Platform in writing within seven days of the change.

2. Definitions

• Platform: the website published at https://sporara.com together with the associated mobile applications and partner interfaces.
• Agency: the travel agency party to this Agreement, holding a valid operating licence under Law No. 1618 on Travel Agencies (Seyahat Acentaları ve Seyahat Acentaları Birliği Kanunu).
• Product: the tour, camp and similar package-type sports and travel services created by the Platform and offered to the Agency for resale.
• Net Rate: the amount notified by the Platform to the Agency for each Product, excluding the Agency’s own margin and payable by the Agency to the Platform.
• Sale Price: the final price charged by the Agency to the end customer, consisting of the Net Rate plus the Agency’s own commission.
• End Customer: the natural or legal person who purchases the Product from the Agency and actually benefits from the service.
• Allotment: the participant capacity made available to the Agency for a given Product and date.
• Booking: the Agency’s use of allotment for a specific Product, date and number of participants through the partner interface or written channels.
• Voucher: the document evidencing confirmation of a Booking and entitling the participant to receive the service.
• Current Account: the account on which receivables and payables between the Parties are tracked periodically.

3. Subject matter

The subject matter of this Agreement is to set out the procedures and principles governing the resale by the Agency of tour and camp Products created by the Platform to the Agency’s own customer base, together with the rights and obligations of the Parties, the pricing and payment arrangements, the cancellation and amendment rules, the allocation of liability and the terms on which the Agreement ends.

This Agreement does not create a partnership, ordinary partnership, joint venture, commercial agency (within the meaning of the Turkish Commercial Code No. 6102), exclusive distributorship, franchise or employment relationship between the Parties. The Parties act as independent merchants and have no authority to give undertakings on behalf of one another.

4. The Agency’s licence and membership requirement

The Agency represents, acknowledges and undertakes that, as at the date of this Agreement and continuously throughout its term, it:

1. holds a valid and subsisting travel agency operating licence issued under Law No. 1618 on Travel Agencies (Seyahat Acentaları ve Seyahat Acentaları Birliği Kanunu) and the Regulation on Travel Agencies (Seyahat Acentaları Yönetmeliği);
2. is and remains a member of the Association of Turkish Travel Agencies (TÜRSAB), with its membership neither suspended nor terminated;
3. holds a licence of a class that permits it to sell the Products covered by this Agreement; and
4. holds all other permits, registrations and records required for its activities, complete and up to date.

The Agency must notify the Platform in writing immediately, and in any event within one business day, if its operating licence or TÜRSAB membership is suspended, revoked, transferred or otherwise ceases. Breach of this obligation entitles the Platform to terminate for cause without notice, in which case any unpaid amounts owed to the Agency may be withheld until set off against losses incurred or reasonably anticipated.

The Platform reserves the right to verify the licence and membership status at any time; upon request, the Agency shall provide current copies of the relevant documents within five business days.

5. Bookings and use of allotment

5.1. The Agency views Products, dates, departure points, itineraries and current allotments through the partner account assigned to it. Allotments are dynamic; a Booking becomes definitive only when confirmed by the Platform and a Voucher is issued.

5.2. When making a Booking, the Agency shall provide complete and accurate details of the number of participants, their names, contact details and any other information required for the service (age, height and weight limits, health declarations, equipment sizes, dietary requirements and the like). The Agency is responsible where the service cannot be delivered because of missing or incorrect information.

5.3. Allotments are not exclusive; the Platform may continue to sell the same Product through its own channels and other resellers. Where block allotment is assigned to the Agency, the terms of the allocation, the option period and the rules on the release of unused allotment shall be agreed separately in writing.

5.4. The Agency may not unilaterally amend a confirmed Booking. Requests such as participant substitutions and date changes are subject to the Platform’s approval and may give rise to actual supplier-side costs.

5.5. The Agency must pass on to the End Customer, in full, all Product-specific conditions such as minimum participant numbers, age limits, health requirements, skill-level requirements and equipment rules.

6. Net rates, commission and freedom to set prices

6.1. The Platform notifies the Net Rate applicable to the Agency for each Product through the partner interface or by written notice. Unless expressly stated otherwise, Net Rates are quoted inclusive of taxes, and the notice shall clearly identify the services included in and excluded from the rate.

6.2. The Agency freely determines the Sale Price by adding a commission of its own choosing to the Net Rate. The Platform does not interfere with the Agency’s Sale Price and does not impose a minimum resale price.

6.3. The limits on that freedom are as follows:

• The Agency may not set the Sale Price below the Net Rate, nor sell at a loss in a way that undermines price integrity in the Platform’s own sales channels.
• The Agency may not advertise the Product under the Platform’s brand at a price lower than that applied in the Platform’s own channels; this restriction does not apply to sales made under the Agency’s own brand, unless reference is made to the Platform’s brand.
• The Agency may not run campaigns on price comparison sites, marketplaces or search engine advertising that use the Platform’s brand name as a keyword in order to target the Platform’s own sales directly.
• As part of its information duty, the Agency shall make clear to the End Customer that the price offered is the Agency’s own price and that a different price may apply in the Platform’s own channels.

6.4. Changes to Net Rates apply to Bookings created after the date of notification; the Net Rate of a confirmed Booking shall not be changed, save in cases of force majeure or mandatory supplier-side changes.

7. Payment, reconciliation and current account

7.1. The Agency collects payment directly from the End Customer. In that case the Agency shall pay the Net Rate for each confirmed Booking to the Platform within the payment term agreed in writing between the Parties, running from the date of the invoice. Where no term has been agreed, payment shall be made no later than seven days before the start date of the service.

7.2. At the Agency’s option, a Booking may instead be opened through the Platform’s payment infrastructure. In that case the Platform collects payment, retains the Net Rate by way of set-off and pays the difference between the Sale Price and the Net Rate to the Agency in the payout period following performance of the service.

7.3. At the end of each calendar month the Parties shall reconcile the Bookings, cancellations, refunds and payments for that period. The reconciliation statement is prepared by the Platform and sent to the Agency. The Agency shall raise any objection, with reasons and supporting documents, within seven days of receipt; failing objection within that period, the statement is deemed accepted.

7.4. A current account relationship is established between the Parties. The Platform is entitled to set off any due receivables from the Agency against amounts payable to the Agency.

7.5. In the event of default in payment, the Platform may claim default interest from the date of default in accordance with the provisions of Law No. 3095 on Statutory Interest and Default Interest (Kanuni Faiz ve Temerrüt Faizine İlişkin Kanun) applicable to commercial transactions, and may suspend the Agency’s ability to create new Bookings until the debt is cleared. Suspension does not release the Agency from its obligations in respect of existing confirmed Bookings.

7.6. Invoices are issued on the basis of the tax details declared by the Parties and in accordance with tax legislation. The Agency is responsible for issuing invoices or other documents to the End Customer in its own name.

8. The Agency’s responsibility and information duty towards the End Customer

8.1. In this model the distance sales contract with the end customer is concluded between the Agency and the End Customer. The Agency bears all obligations arising as seller and as package tour organiser or retailer under Law No. 6502 on Consumer Protection (Tüketicinin Korunması Hakkında Kanun), the Regulation on Distance Contracts (Mesafeli Sözleşmeler Yönetmeliği) and the Regulation on Package Tour Contracts (Paket Tur Sözleşmeleri Yönetmeliği).

8.2. Before the sale, the Agency shall provide the End Customer, on a durable medium, with at least the following: the nature and scope of the service, the itinerary, the departure point and time, the duration, accommodation and transport details, items included in and excluded from the price, the total price, payment terms, cancellation and amendment rules, minimum participant numbers, health and safety warnings, required documents and complaint channels.

8.3. The Agency may not alter or abridge the itinerary, the included and excluded services or the restrictions set out on the Platform’s Product page, and may not present the Product otherwise than as it is actually delivered. The Agency is responsible for consumer claims and administrative sanctions arising from misleading presentation.

8.4. The Agency shall collect from the End Customer the participant details and, where applicable, the health declarations required for performance of the service, and shall transmit them to the Platform together with the Booking.

8.5. The Agency handles End Customer requests and complaints at first instance. Where a defect in performance originates from the Platform or its suppliers, the Agency shall forward the complaint with supporting documents to the Platform without delay, and the Platform shall assume responsibility to the extent of its own fault.

9. Cancellations, amendments and passing on the contractual withdrawal policy

9.1. For package tours, accommodation, transport and leisure services performed on a specified date or during a specified period, the consumer has no statutory right of withdrawal, pursuant to Article 15(1)(g) of the Regulation on Distance Contracts (Mesafeli Sözleşmeler Yönetmeliği).

9.2. Nevertheless, the Platform grants, of its own volition and on a purely contractual basis, a right of withdrawal exercisable within 30 days of purchase and in any event before the start date of the service. That facility does not arise from any statutory right; it is the Platform’s commercial policy.

9.3. Where the contractual right of withdrawal is exercised, actual and documentable deductions originating from hotels, airlines, car rental companies, venues and facilities, seat allocations, guiding services and similar service providers, together with a transaction fee, are deducted from the refund. Deductions are evidenced to the Agency by the relevant supplier documentation.

9.4. The Agency must pass this policy on to the End Customer on terms at least as favourable as those granted by the Platform. The Agency may grant its own customers more favourable terms, in which case it bears the difference out of its own commission and may not claim that difference from the Platform. The Agency may not offer the End Customer a narrower withdrawal facility than that granted by the Platform.

9.5. For cancellation requests other than contractual withdrawal, the cancellation tiers published on the Product page apply. Those tiers, which vary according to the time remaining before the start of the service, are shown to the Agency at the time of Booking.

9.6. The Platform may cancel a tour or amend the itinerary where minimum participant numbers are not met or on grounds of adverse weather, safety or force majeure. In that case the Agency is offered an alternative date or Product, or a full refund of the amounts collected. The Agency shall pass the options offered to it on to the End Customer without delay.

9.7. Minor changes to the itinerary that do not affect the essence of the service (such as substitution of an equivalent hotel, reordering of the route or shifts in timing) do not in themselves give rise to a right of cancellation or refund.

10. Use of brand and promotional materials

10.1. The Platform grants the Agency a non-exclusive, non-transferable licence, without the right to sub-licence, to use its brand, logo, images and texts solely for the purpose of promoting and selling the Products covered by this Agreement. That licence lapses automatically on termination of the Agreement.

10.2. The Agency shall use the Platform’s brand and images only as supplied by the Platform, without altering colours, proportions or content, and may not combine them with its own brand to create a new sign.

10.3. The Agency may not hold itself out as a representative, branch, authorised agent or affiliate of the Platform, and may make no statement misrepresenting the relationship between the Parties other than describing itself as an official reseller.

10.4. The Agency may not register or use any domain name, social media account or application name containing the Platform’s brand name.

10.5. Promotional materials prepared by the Agency that feature the Platform’s brand shall be submitted for the Platform’s written approval before publication. The Platform may at any time require that materials inconsistent with brand integrity cease to be used.

11. Confidentiality and non-circumvention

11.1. The Parties shall keep confidential all net rate lists, allotment and occupancy data, customer and supplier information, technical and commercial know-how and any other non-public information learned under this Agreement, and shall use such information solely for the performance of the Agreement. The confidentiality obligation survives for three years after the Agreement ends.

11.2. The confidentiality obligation does not apply to information in the public domain, information lawfully obtained from third parties, or information whose disclosure is required by law or by a decision of a competent authority or court. Where disclosure is compelled, the other Party shall be informed in advance so far as possible.

11.3. During the term of the Agreement and for one year after it ends, the Agency shall not enter into direct commercial relations with the suppliers of the Platform’s Products with the aim of circumventing the Platform. This provision does not extend to suppliers with which the Agency already had commercial relations before the Agreement and does not restrict the Agency’s general freedom to trade.

11.4. During the term of the Agreement and for one year after it ends, each Party shall refrain from directly soliciting the other Party’s employees. Applications made in response to public job advertisements fall outside this provision.

12. Protection of personal data

12.1. In respect of personal data processed under this Agreement, each Party is a separate and independent data controller within the meaning of Law No. 6698 on the Protection of Personal Data (Kişisel Verilerin Korunması Kanunu). No processor relationship or joint controllership is created between the Parties.

12.2. The Agency processes personal data collected from End Customers on the basis of its own privacy notice and legal grounds. Before transferring participant data to the Platform, the Agency must inform the data subjects that their data will be transferred, for the purpose of performing the service, to the company providing the tour or camp service and to its suppliers.

12.3. The Platform processes participant data transferred to it solely for the purposes of fulfilling the Booking, performing the service, complying with legal obligations and resolving disputes. The Platform’s details as data controller are set out below:

12.4. The Parties shall implement the technical and organisational measures necessary to secure the personal data transferred. In the event of a data breach, the Party that transferred the affected data shall inform the other Party without delay and in any event within twenty-four hours.

12.5. As regards commercial electronic messages sent to End Customers, the Agency is responsible for obtaining and recording consent in accordance with Law No. 6563 on the Regulation of Electronic Commerce (Elektronik Ticaretin Düzenlenmesi Hakkında Kanun) and the Message Management System (İYS) legislation. The Agency may not use participant contact details obtained from the Platform for its own marketing activities.

12.6. Further information on the processing of personal data is available at https://sporara.com/kvkk.

13. Limitation of liability

13.1. The Platform is liable, to the extent of its own fault, for delivering the Product with the itinerary and characteristics advertised.

13.2. Save in cases of wilful misconduct or gross negligence and in cases of death or personal injury, the Platform’s aggregate liability under this Agreement is limited to the Net Rate of the Booking giving rise to the liability.

13.3. Neither Party is liable to the other for loss of profit, loss of business, reputational harm or indirect loss.

13.4. The Agency shall indemnify the Platform against all losses, administrative fines and third-party claims arising from incomplete or incorrect information, erroneous transmission of participant details, failure to collect payment, loss of the licence and membership requirements, or use of the Platform’s brand in breach of the rules.

13.5. The Platform is not a party to consumer disputes arising from the contract between the Agency and the End Customer; the Agency’s right of recourse where the Platform is at fault is reserved.

14. Force majeure

Earthquake, flood, fire, epidemic, war, acts of terrorism, general strike, mobilisation, decisions of competent authorities, general failures of energy and communications infrastructure, closure of air and sea transport and similar events beyond the Parties’ reasonable control constitute force majeure. The affected Party shall notify the other Party without delay of the event and its estimated duration. Performance of obligations is suspended for the duration of the force majeure. If the force majeure continues for more than thirty days, either Party may terminate the Agreement without compensation, in which case amounts collected for services not performed shall be refunded after deduction of actual and documentable costs.

15. Term and termination

15.1. The Agreement enters into force on the date the Agency’s application is approved by the Platform and is of indefinite duration.

15.2. Either Party may terminate the Agreement without cause on thirty days’ prior written notice.

15.3. Either Party may terminate immediately for cause, without notice, in the following cases:

• suspension or termination of the Agency’s operating licence or TÜRSAB membership;
• failure to meet a payment obligation within ten days of written demand;
• the provision of misleading information to End Customers or misrepresentation of the Product;
• infringement of brand or intellectual property rights, or serious breach of the confidentiality obligation;
• insolvency, an application for composition with creditors, liquidation or financial distress of either Party.

15.4. On termination, Bookings confirmed before the termination date shall be performed on the same terms unless the Parties agree otherwise in writing. Termination does not affect accrued receivables and payables.

15.5. On termination the Agency’s brand licence ends, and the Agency shall remove all promotional materials featuring the Platform’s brand within seven days.

16. Notices, assignment, severability and waiver

16.1. The addresses and electronic mail addresses declared by the Parties in this Agreement and in the partner account are deemed valid addresses for service. Notices sent by electronic mail are deemed served on the business day following dispatch. Cases in which a statutory form of service is prescribed are reserved.

16.2. The Agency may not assign its rights and obligations under this Agreement to third parties without the Platform’s written consent. The Platform may assign the Agreement to its group companies or, in the event of a transfer of the business, to the transferee.

16.3. The invalidity or unenforceability of any provision does not affect the validity of the remaining provisions; the invalid provision shall be replaced by a valid provision closest to the Parties’ economic intention.

16.4. A Party’s failure or delay in exercising a right does not constitute a waiver of that right.

16.5. The Platform may update this Agreement and its annexes. Updates shall be notified to the Agency at least fifteen days before they take effect. The Agency may terminate the Agreement within that notice period; failing termination within that period, the updated text is deemed accepted.

17. Governing law and jurisdiction

17.1. This Agreement is governed by Turkish law.

17.2. Without prejudice to the legislation on mediation as a procedural precondition, the Parties shall first negotiate in good faith for thirty days in respect of disputes arising from this commercial relationship.

17.3. If the dispute cannot be resolved, the Istanbul (Çağlayan) Courts and Enforcement Offices shall have jurisdiction.

17.4. The Parties agree that commercial books and records, electronic booking and reconciliation records and system and log records shall constitute conclusive evidence within the meaning of Article 193 of the Code of Civil Procedure No. 6100 (Hukuk Muhakemeleri Kanunu).

17.5. Matters not regulated in this Agreement are governed by the Terms of Use and the Platform’s partner rules.