Supplier Membership Contract

Supplier Membership Contract

1. Parties: This contract was concluded between the parties whose information is shown as follows:

1.1. The Loftry E-Commerce and Information Services JSC “Tabadul”, which is headquartered at Mall of Istanbul, The Office Block, Floor: 25, No: 171 Basaksehir / Istanbul, Turkey and commercially registered in the registry of Istanbul Chamber of Commerce with registration number 298125-5 and with Mersis system number: 0609106359000001 and which owns the website (“The Platform”) www.tebadul.com

1.2. Company ............. (“Member Supplier”) which is headquartered at ................ and commercially registered in the registry of ……. ........... with registration number ......... and with Mersis system number: ..................

Both Tebadul and the Supplier will be mentioned as a “Party” if they are mentioned alone, and they will be mentioned as “Parties” if they are mentioned together.

1. The subject and scope of the contract

2.1. Tebadul operates the B2B e-commerce platform www.tebadul.com (the “Platform”), which it owns, through which it brings together suppliers and service providers who aim to conduct transactions. Selling, consumers and people who make purchases for professional or commercial purposes on a virtual platform, and Tadbad is considered an “intermediary e-commerce service provider” in accordance with Law No. 6563 relating to the regulation of electronic commerce and a “hosting service provider” in accordance with Law No. 5651 relating to regulating publishing on the Internet and combating cybercrime. .

2.2. The subject matter of this Supplier Membership Contract (“Contract”) is to set out the terms for a Supplier Member to become a Supplier Member of the Platform in order to sell goods and/or services that the Supplier Member wishes to sell online through the Tebadul Platform. It also defines the rights and obligations of the parties.

2.3. To avoid any possible suspicion, it is noted that this contract is a contract concluded between the two parties only and includes the terms of using the platform. Tebadul is not a seller/supplier of any product or service that is or will be available to members on the platform, and the relationship between members, including merchants and suppliers, does not fall within the scope of this contract. Tebadul is not a party to the relationship between the member and the supplier party in any way and is not responsible for problems arising from this relationship.

2.4. By agreeing to the provisions of this contract, the Supplier Member accepts all statements made by Tebadul, and statements and clarifications issued by it regarding the use of the platform, the Supplier Membership, the services that will be used and received within the platform, and all sub-pages and applications connected to this platform. The supplier member accepts, declares, and undertakes to act in accordance with the provisions of the above-mentioned statements and clarifications, in addition to adhering to the provisions of the relevant regulatory laws.

2.5. Tebadul does not assume responsibility for the truth, reliability, accuracy, or legality of any visual, written, or other content on the platform not published by Tabadul, except for the cases specified in the relevant laws, and does not undertake to verify the accuracy of such content. Tabadul has the right, at its sole discretion, to verify the contents at any time, and to close access to the content and delete it if necessary, but this may not in any way be construed as any responsibility on Tebadul’s part. If Tebadul learns that any visual, text, or other content provided by the Supplier Member is illegal, it must immediately delete this content from publication, and notify the relevant public institutions and bodies of this illegal matter. Persons who violate the Tebadul rights or rights of third parties with any visual, written, or other content posted on the Platform shall be directly responsible for such violation.

1. Rights and responsibilities of the supplier member

3.1. The Member accepts the Supplier and represents and warrants that all information he provides to the Platform during the Supplier Membership application and thereafter is correct and complete. He undertakes to compensate Tebadul immediately for all damages incurred by the company, due to incorrect information provided by the supplier member, misleading or non-compliance with any applicable law. Tebadul is not obligated to verify any information entered by the supplier member on the platform and to ensure its accuracy and compliance with the law, except for the cases stipulated in the relevant legislation. Tebadul shall not be held liable for any damages that may arise due to incorrect or inaccurate information or its content in any way.

3.2. Tebadul reserves the right to request additional information and documents from the Supplier Members who will provide services according to the nature of the relevant service. In the event of any change in the information and documents provided by the Supplier Member, the Supplier Member is obligated to notify Tebadul via email [email protected] as described in Article 5.9 until the end of the day following the date of the change. The Supplier Member accepts and warrants that all responsibilities arising otherwise shall be the sole responsibility of the Supplier Member.

3.3. The username and password required by the Supplier Member to conduct transactions on the Platform are generated by the Supplier Member during the activation of its membership, and the security and confidentiality of this information is the sole responsibility of the Supplier Member. The Supplier Member shall not give the said password to other persons or organizations. The Supplier Member's right to use the said password belongs solely to the Supplier Member. The responsibility for the security, storage, preservation, and safekeeping of the Vendor Member's information and the use of its tools (email, username, password, etc.) that provide access to the Platform lies exclusively with the Vendor Member.

3.4. The Vendor Member accepts, acknowledges, and undertakes that it is responsible for all transactions carried out using its username and password and that it will not raise any objection related to such actions and transactions, and will not refrain from fulfilling its obligations based on the objection. He accepts, declares, and undertakes that he exclusively assumes all liabilities that may arise from this matter and all claims and suits that may be filed against Tebadul by third parties or competent authorities and that he will cover all kinds of damages and losses that may be incurred by Tebadul in this regard.

3.5. The Supplier Member is obliged not to access the data of other Supplier Members and people who shop on the Platform (“Members”) without authorization, and not to use it in any way whatsoever. Otherwise, any liability is the sole responsibility of the Supplier Member.

3.6. The Supplier Member may not log in to the Platform via robot or automated login methods, may not engage in activities that prevent or impede other users' access to the Platform at the expense of other users, and/or may not infringe on the personality and property rights of other members. The Supplier Member may not use any technology that harms the Platform and any content on the Platform, spread viruses, or use the Platform for any illegal or fraudulent purpose. The Supplier Member may not use the Platform to create, control, update, and/or change databases, records, or directories on behalf of anyone. Otherwise, the Supplier Member shall be solely liable for all kinds of damages and compensation claims of third parties.

3.7. Tebadul takes the necessary measures to protect the platform from viruses and similar dangerous programs within the limits of current capabilities but does not guarantee their absence. However, the Supplier Member is required to provide its virus protection system and take the necessary precautions. The Vendor Member is obligated to carry out all its activities on the Platform in a manner that does not damage the Platform technically in any way, and accepts, authorizes, and undertakes to take the measures required by Tebadul immediately. The Supplier Member cannot hold Tebadul responsible for any errors and damages that may occur in its software and operating systems and any loss of information.

3.8. The Supplier Member accepts, acknowledges, and undertakes that it will provide all information required to be provided to consumers in accordance with the relevant laws and legislation fully and accurately, and the Supplier Member accepts and undertakes to cover all damages incurred by Tebadul due to breach of this provision.

3.9. Under no circumstances may a Supplier Member participate in the marketing and sale of goods and services that are not listed in the domains designated by Tebadul on the platform through the platform. Tebadul reserves the right to close any goods or services offered for sale provided that this is announced on the platform 15 days in advance. The Supplier Member also accepts and declares that the goods to be offered for sale do not fall within the scope of the products prohibited in Annex 1 of this contract, and that they are original, unused, and unexpired. The Supplier Member accepts, declares, and undertakes to indemnify all damages incurred by Tebadul in the event of any violation of the provisions of this Article.

3.10. The Supplier Member accepts, declares and undertakes that all characteristics and images of the goods/services offered for sale on the Platform, including brand, model and color, are complete and accurate, and that the information, advertisements and other contents provided are reliable and accurate.  The Supplier Member accepts, authorizes and undertakes to bear all damages incurred by Tebadul in the event of any violation of the provisions of this Article.

3.11. The Supplier Member accepts, acknowledges and undertakes that it will not offer for sale items for which there is no stock, that it will ensure that its stock information on the Platform is kept up to date, and that it will immediately close the items offered for sale when they are out of stock. The Supplier Member shall be liable for any damages arising from a breach of the provisions of this Article.

3.12. The posts published by the Supplier Member on the Platform and the ideas, opinions and comments expressed by the Supplier Member are personal opinions and Tebadul does not assume any responsibility for them. If any request is made to Tebadul in this regard, it will refer it to the relevant Resource Member. In the event that Tebadul suffers any damage due to the above-mentioned thoughts, opinions and comments, it has the right to review the Supplier Member in question.

3.13. The Supplier Member may not transfer its rights and obligations under this Agreement, in whole or in part, to any third party without the written consent of Tebadul.

3.14. In the sale of goods/services carried out by the Supplier Member through the platform, the buying and selling relationship arises between the concerned Supplier Member and the member who buys the said goods/services, and Tebadul is not a party to the said selling relationship. In this context, the Supplier Member is personally and exclusively responsible for the quality of all goods/services offered and sold on the Platform, their compliance with laws and regulations, the provision of warranty certificates, user manuals and other documents required by laws, invoices and other necessary accessories, information, documents and manuals, provision of after-sales and other required services, timely delivery of goods and services, and all other matters within the meaning of the applicable consumer law and other legislation applicable to purchasing members. The Supplier Member accepts and acknowledges that Tebadul has no liability in respect of such matters. The Supplier Member accepts, authorizes and undertakes to indemnify such damages in case Tebadul incurs any damages due to the lack of the above-mentioned information and documents.

3.15. The Supplier Member is obliged to issue an invoice for the goods/services sold or provided in accordance with the relevant laws and deliver it to the purchasing member. Any liability arising from failure to issue invoices on time and as required is the sole responsibility of the Supplier Member.

3.16. The Supplier Member shall send to the Purchasing Member the information contained in the documents required to be issued in accordance with the Tax Procedure Law No. 213 for inclusion in the Platform and, in the event of any change therein, shall inform Tebadul as described in Article 5.9 of this Contract, until the end of the day following the date of the change.

3.17. The Selling Member accepts, declares and undertakes to inform Tebadul as soon as possible and in any case within 24 hours at the latest of withdrawal notifications and returns received by Selling Members from Consumer Buyers. 

3.18. The Vendor Member accepts and acknowledges that it is aware that all software that enables it to utilize the Platform is not generally error-free and that Tebadul makes no representation or warranty with respect to such software.

3.19. The Supplier Member shall deliver the goods to be sent to the Buyer Member in suitable, strong and original packaging suitable for transportation. The Supplier Member shall be solely responsible for all damages that may arise if it acts in contravention of the provisions of this Article.

3.20. The Supplier Member accepts, declares and undertakes not to direct any direct advertising, campaign, etc. to members without the prior written consent of Tebadul, not to send samples, promotions, brochures, flyers, etc. in the packages he sends, and not to place the name, address, logo, etc. of any other company, whether competing with Tebadul or not, on the packages and containers he sends. The Supplier Member shall not make any statement, notice, or negative statement that harms Tadawul's commercial reputation and services in any media during the validity of his membership and for a period of two years after its expiration. The Supplier Member accepts, authorizes and undertakes to indemnify all damages incurred by Tebadul as a result of such action.

3.21. If the Supplier Member enters a selling price for the goods/services offered for sale on the platform that is not true/incorrect, he is obliged to finalize the sale at the price at which the Buyer Member finalized his order.

3.22. The Supplier Member accepts, acknowledges, and undertakes to act in accordance with this Contract, the contract for the sale of goods/services concluded between the Buyer Member and the Buyer Member, all other provisions specified on the Platform, applicable legislation and ethical rules, not to commit any violations, and not to engage in any behavior that disrupts public order, violates public morals, annoys and harasses others, and infringes the intellectual rights of others. Otherwise, all administrative, legal and criminal liabilities are the sole responsibility of the Supplier Member.

3.23. The Supplier Member accepts, acknowledges, and undertakes to indemnify all damages incurred by Tebadul in case it suffers any penalty, compensation, payment, or any financial penalty or any violation due to a breach of the obligations specified in Article 3.26, promptly within one working day at the latest from the first written request made by Tebadul in this regard, and acknowledges and accepts Tebadul's right to offset such damages from the payments due to the Supplier Member, if any.

3.24. In addition to the above provisions, the Supplier Member acknowledges and accepts Tebadul's right to impose the fines specified below in case of committing the related violations and Tebadul reserves the right to change the amounts of the fines specified in this contract, provided that they comply with the provisions of the relevant laws.

3.25. The Supplier Member accepts, acknowledges and undertakes that in the event of suspension or termination of its membership by Tebadul, it shall not be entitled to become a Supplier Member with another user account on the Platform, and shall not engage in such behavior.

3.26.  The criteria that can be used in categorizing goods or services on the Platform or in recommending them to the Buyer and others are determined according to the priorities mentioned in the “Product Categorization Algorithm Criteria” in Annex 2 attached to this contract.

3.27. Tebadul processes and protects the Supplier Member's personal data in accordance with Law No. 6698 on Personal Data Protection and related laws. The Supplier Member can access detailed information about the processing and protection of personal data at Explanatory Statement Regarding the Processing of Personal Data.

1. Additional responsibilities of service provider members

4.1. The Member accepts the Service Provider and acknowledges that it is aware of its obligations and responsibilities in relation to the service to be provided and that it has the necessary expertise and experience.  The Service Provider Member is obligated to provide the Service in accordance with the needs and requirements of the Receiving Member and the technical requirements of the Receiving Member, within the framework of and in accordance with the platform's legislation and laws, in an accurate, vigilant, careful and diligent manner, and in a manner that achieves the best tier service conditions in competitive markets. Tabadil reserves the right to audit the service provided by the supplying member in case the purchasing member requests it.

4.2. The Member supplying the Services shall be responsible for all types of approvals, control certificates, licenses, etc. that must be obtained within the scope of the legislation applicable to the service to be provided. The Member in question shall also bear the consequences of any violation in this regard and acknowledges and undertakes to indemnify Tebadul for any damages that Tebadul and/or any third party may incur as a result of committing a violation in this regard.

4.3. The Service Provider accepts, acknowledges and warrants that it has sufficient tools, equipment, devices, appliances, fixtures and personnel in terms of number and quality in order to best perform the service it will provide and that the services are subject to the contract will be carried out without interruption. The Service Provider Member is obligated to provide the services to be provided by itself and through its own employees and may not perform the said service through contractors or other third parties without the mutual knowledge and written consent of the Service Recipient Member.

4.4. The Service Provider Member is obliged to fulfill all obligations arising from the Labor Law, Occupational Health and Safety Law, and other legal legislation for its employees assigned to perform the Service, in a complete and timely manner, and agrees that it will take all measures related to occupational safety and occupational health, that it and its employees have received the necessary training in this regard, and that responsibilities in this regard are not the responsibility of Tebadul. The employment of uninsured labor or child labor is prohibited in connection with the performance of the service.

4.5. Tebadul is not responsible for the relationship between the member providing the service and the member receiving the service. Tebadul shall have no liability whatsoever for any damages that may be caused to the member receiving the service or to third parties as a result of the supplier's failure to provide the service as required.

1. Tebadul rights and responsibilities

5.1. Tebadul is not responsible for the authenticity, reliability, accuracy, or legality of the visual or written content or any other content posted on the platform, as Tebadul is not a seller of any product or service on the platform, and is only an “intermediary service provider” according to Law No. 6563 on regulating e-commerce, and a “hosting service provider” according to Law No. 5651 on regulating online publications and combating cybercrime. At its sole discretion, Tebadul has the right to verify the content in question at any time or to close access to it or delete it if it deems it necessary; however, this power does not in any way imply that Tebadul is in any way obligated to verify the content.

5.2. The Vendor Member accepts, acknowledges and warrants that Tebadul is not a party to the Preliminary Information Form, Remote Sales Contract or any other document that may be concluded with the Seller or any dispute arising from such documents; the Seller shall be the sole addressee of any request related to the Preliminary Information Form, Remote Sales Contract and/or the product or service being sold; and Tebadul shall have no legal or contractual liability for such requests; and Tebadul shall have no legal or contractual responsibility for such requests.

5.3. Tebadul has the right to make all kinds of changes to the Platform in order for the Platform to function fully and properly. For this purpose, Tebadul has the right to change the services and contents provided to the Supplier Member from the Platform at any time and without any notice. Tebadul may monitor, control, and store communications made through the Platform, and if it determines that the information and content uploaded by the Supplier Member to the Platform is unlawful, it may close it or block it from third parties, including Members.

5.4. Tebadul has the right to disclose the supplier member's personal information to relevant persons when it is required to do so as a legal obligation, in order to act in accordance with legal requirements or if it deems in good faith that it is necessary to protect and defend the rights of Tebadul and the platform.

5.5. The personal data received by the Supplier Member from the other Supplier Member, whether during the free membership in the platform before signing this contract, or during the validity of this contract, may be transferred to the concerned persons who may be a party to the dispute in order for both parties to be able to enjoy their legal rights, limited only to the required subject and scope, in disputes arising between other Supplier Members and/or those who sell goods/services on issues that may constitute fraud, fraud, abuse of the platform or crimes within the meaning of the Turkish Penal Code.

5.6. Tebadul may temporarily suspend the operation of the Platform or discontinue it completely at any time and without any prior notice. In this case, it will notify the Supplier Member of the reasons for this. Accordingly, Tebadul shall have no liability to the Supplier Member or third parties.

5.7. Tebadul is not responsible for any interruption and/or disruption of the service due to technical failure or any other reason.

5.8. In the event of any issue resulting in suspected fraud, data breach, or any other cybersecurity risk, Tebadul has the right to cancel the relevant order or the Supplier Member's membership and terminate this contract without prior notice to the Supplier Member, and the Supplier Member shall not be entitled to place any order with Tebadul due to such cancellation. In such a case, Tebadul shall inform the Supplier Member as soon as possible.

5.9. Tebadul created Control Panel in order to make communication with the Supplier Member regarding the Platform easy and free of charge. The Supplier Member must submit all requests to Tebadul via Control Panel, and Tabadul must send all notifications to the Supplier Member via Control Panel and via an authorized registered email address. The Supplier Member agrees that all notifications to be provided by Tabadul may be made by email in accordance with the relevant laws. 

5.10. Tebadul will create a system on the Platform for members in consumer mode to notify members in supplier mode so that they can be notified of the following:

(i) Notice of exercise of the right of withdrawal

(ii) Notice of termination of the contract

(iii) Request for a refund

(IV) Request records of transactions between consumer buyers and the supplier member

(v) Delivery and fulfillment requests and complaints

It will immediately forward requests and notifications received on the system to the Supplier Member.

5.11. Tebadul offers 4 different membership packages for supplier members who utilize the platform: Free Membership, Silver Membership, Gold Membership, and Diamond Membership. The details and scope of the four membership packages are explained in Annex 3 attached to this contract under the heading “Membership Packages”. The duration of each Membership Package is one year. Tebadul may update the membership fees at the beginning of each new period. It will notify the Supplier Member of the updated Membership Fees before days. The Supplier Member must notify Tadawul of its acceptance or rejection within ... days. If the Supplier Member notifies the Supplier Member that it does not accept the updated fees, its membership is terminated. If the Supplier Member fails to notify acceptance or rejection within ... days, it shall be deemed to be implied acceptance

5.12. Tebadul does not receive any commission under any circumstances from the commercial agreement between it and its members. The Supplier Member is not charged a membership fee other than for the membership package it has chosen. These fees are charged solely for the purpose of offering the Supplier Member's products on the global marketplace through the Platform.

5.13. Tebadul is a market leader thanks to its import and export network and the business experience it has gained over the years. If the Supplier Member requests it and Tebadul approves the request, the Supplier Member will be able to request import and export services from TEBADUL This service is not included in the fees referred to in Article 5.11 of this Contract. The requested service will be provided to the Supplier Member for a fee to be agreed between the parties on a transaction-by-transaction basis.

5.14. Tebadul reserves the right to charge separate fees for services it may provide to the Supplier Member in the future, except for the service fees specified in Article 5.11. In such case, the Supplier Member shall be notified of such fees by email via [email protected] and an authorized electronic contact address. If the Supplier Member does not accept the respective Service Charges, the Supplier Member shall have the right to terminate the Contract by sending a notice of termination by email to [email protected] within 30 days. Otherwise, the fees notified to the Supplier Member will take effect.

5.15. Tebadul shall have the right to verify details of the Supplier Member's books and records or have them reviewed by third parties to ensure that the Supplier Member is acting in accordance with its obligations under this Agreement, on an exclusive and limited basis for this purpose. The Supplier Member accepts and acknowledges that it will cooperate and cooperate positively in the event that Tebadul makes such a request.

5.16. The Platform may provide links to other websites and/or other content owned and operated by third parties that are not under the management of Tebadul. These links are provided to facilitate the guidance of the Resource Member, and these links do not endorse any web space or any person operating those environments. They do not constitute any kind of endorsement or guarantee of the information contained in the linked web space. Tebadul assumes no responsibility for the web spaces and their contents accessed through the links on the platform, and any damages that may arise from the use of these spaces are the sole responsibility of the Supplier Member.

5.17. Tebadul is not responsible for services provided by third parties and for content posted within the Platform.

5.18. Tebadul has the right to restrict, suspend, or terminate the services provided to the Supplier Member in the cases expressly provided for in this Contract. Except in the case of suspected fraud provided for in Article 5.8, in the event of such cases, Tebadul shall give the Supplier Member at least 3 working days to explain the reasons clearly and understandably. If the justification provided by the Supplier Member is insufficient or if no explanation is provided, Tadawul may restrict, suspend, or terminate the Brokerage Service. In this case, it will notify the Supplier Member of its decision within seven working days from the date of receipt of the Supplier Member's explanation or at the end of the three working days given for the explanation if no explanation is provided. This contract shall be deemed terminated on the date of the notification of termination. In the event of restriction, suspension or termination of the Brokerage Service, the Supplier Member may only carry out actions and transactions related to its active orders if they comply with the law and the provisions of this Contract.

1. Intellectual Property Rights

6.1. All types of intellectual property rights of the Tebadul trademark, logo, design, software, website name of the platform, all types of trademarks, designs, logos, and all other content created by Tebadul are the exclusive intellectual property of Tebadul. The Supplier Member is not entitled to use, share, or make any changes to them without the written consent of Tebadul.

6.2. All intellectual property rights (copyrights and other rights) in the source code, data code, software, database within the system and its upgraded versions, and all matters relating to all software comprising the platform belong exclusively to Tebadul, as well as what Tebadul is authorized to use exclusively, regardless of location, duration, content, medium, and number. All of the foregoing may not be copied, processed or reverse-engineered in whole or in part by the Supplier Member without the express written consent of Tebadul, may not be reproduced directly or indirectly, in whole or in part, in its original and/or processed form, may not be published in any form or by any means, may not be used directly or indirectly in public places using the transmission of signals, sounds or images, may not be used in digital media and/or mobile devices, may not be published to the public, may not be made available to third parties, may not be recorded on any means of data transmission known at the date of conclusion of the contract or that will be produced by technical means or developed after the date of conclusion of the contract, may not be used in any audiovisual work and may not be published to the public, displayed, modified, adapted or translated by means known at the effective date of the contract or that will be developed in the future.

6.3. By uploading his products to the Platform, the Supplier Member acknowledges that it is the exclusive owner of the intellectual and industrial property rights and other rights relating to the Products and that it owns the financial rights within the scope of intellectual rights arising from Law No. 5486 on Intellectual and Artistic Works (i.e.: the right to identify, the right to process (Article 21 of the IP Protection Law), the right to reproduce (Article 22 of the IP Protection Law), the right to publish (Article 23 of the IP Protection Law), the right to represent (Article 24 of the IP Protection Law), the right to convey to the public by means of signaling (Article 21), and the right to publish (Article 23 of the FSEK Law), and the right to represent (Article 24 of the IP Protection Law). 21), the right to reproduction (Article 22 of the FSEK Law), the right to publication (Article 23 of the FSEK Law), the right to representation (Article 24 of the FSEK Law), the right to transmission to the public by means of signal, sound and/or image transmission (Article 25 of the FSEK Law)] and moral rights [i.e.: the right of publicity (Article 14 of the FSEK Law), the right to name (Article 25 of the FSEK Law). 15), the right to prevent alteration (Article 16 of the IP Code), and the right to prevent tampering/counterfeiting (Article 17)], including all intellectual, industrial and other property rights, for exchange, to the widest extent permitted by the provisions of the relevant legislation, especially Law No. 5486 on Intellectual and Artistic Works, without any limit of use in terms of duration, number and subject matter, and applicable worldwide (internationally) - unlimited in terms of geographical location, subject to sub-licensing, irrevocable, free and unconditional.

6.4. In the event that the Supplier Member violates the intellectual property rights of Tebadul or third parties, including those who sell on the platform, the Supplier Member is obligated to compensate Tebadul for all damages arising from such violation.

6.5. In the event that any third party submits a complaint to Tebadul regarding the violation of an intellectual or industrial property right by the Supplier Member, Tebadul shall withdraw the complained product from publication without delay, no later than 48 hours after receiving the complaint request, and notify the Supplier Member of the situation. The methods of objecting to the complaint request shall be specified in the notification to the Supplier Member. Upon receipt of such notification, the Supplier Member shall immediately send its objection to the Complaint Request to the Company via email [email protected] or via notary public or registered email with the following information and documents:

1. The objector's name, lineage, or commercial title. If the objection is submitted in his capacity as a representative, authorized agent, or authorized lawyer, his name, lineage, and a legal document proving that he is authorized to represent must be attached.
2. Reasons for objecting to deletion, documents, documents, and evidence proving that the product that was deleted from publication does not violate the intellectual or industrial property rights of the complainant.
3. An invoice or an alternative document to the invoice is appropriate to prove that the product is original, and contracts, documents, and other evidence that show the right of the intellectual and industrial property right holder or the authority of the people who put the product on the market with the authorization of the right holder.
4. The applicant acknowledges his responsibility for damages that may arise if the information and documents provided within the scope of the objection request are incorrect.

Tebadul will not process objection requests that do not contain the requirements specified in this article and must inform the applicant of deficiencies, if any.

6.6. If it is evident from the information and documents provided under Article 6-5 that the Supplier Member is right in his objection regarding the complaint request, Tebadul will re-publish the product in question within 24 hours at most of receiving the objection request and will notify the right holder and the Supplier Member without delay. Thereafter, Tebadul shall not be entitled to process complaint requests relating to the same product unless new documents proving infringement of intellectual or industrial property rights are submitted and the applicant is notified of this situation. The verification that Tebadul will conduct is limited to verifying the information and documents it obtained from the supplier member.

6.7. The Supplier Member accepts and acknowledges that he is the exclusive owner of the intellectual and industrial property rights and other rights relating to the Products, and that he possesses all types of rights arising from Law No. 5486 relating to intellectual and artistic works and Industrial Property Law No. 6769, and that he possesses the intellectual and industrial property components of the Products or has the right and authority to sell these Products. It does not violate any intellectual or industrial property rights of others. The Supplier Member accepts, declares, and undertakes to bear all damages incurred by Tebadul in the event of any violation of this Article.

6.8. The Supplier Member agrees that Tebadul will carry out all types of marketing and promotional activities related to all trademarks, including registered trademarks, which constitute the main element of the names of the sites registered in the e-commerce information system that Tabadul offers for sale on the platform and/or owns and/or has. The right to own it. The Supplier Member accepts, acknowledges, and undertakes to cooperate fully with Tabadul to create the necessary technical infrastructure to ensure the publication of all types of advertisements and promotions on the platform and to submit all necessary documents for this purpose.

6.9. If Tebadul finds out that the supplier member is offering for sale on the platform goods/services that violate those specified in this contract, the supplier member is obligated to compensate for all damages incurred by Tebadul in this context. In this case, Tebadul reserves the right to unilaterally terminate this contract immediately.

7. Contract duration and termination

7.1. The duration of this contract is one year from the date of signing and is automatically extended for one year unless either party sends a written notice of termination of the contract 30 days before the contract expiration date.

7.2. In the event the Supplier Member breaches any provision of this Contract or if Tebadul has reasonable suspicion that the Member has committed a breach, Tebadul shall have the right to unilaterally terminate this Contract by canceling the Supplier Member membership, provided that it complies with the procedures specified in Section 5-18.

7.3. The supplier member has the right to cancel the contract and withdraw from platform membership at any time by notifying the exchange of his intention to cancel the contract. However, in this case, he must fulfill the requests received from the members until the time of termination within the framework of his obligations under this contract.

8. Changes to the contract

8.1. Tebadul shall notify the supplier member of the amendments to this contract via e-mail [email protected] as well as via the approved electronic contact address. These amendments to the Contract shall enter into force at the end of the period of 15 days from the date of notification. This period is extended to 30 days in cases that require technical development by the supplier member and in cases that entail consequences such as changing fees and increasing fees for other services, restricting, suspending, or terminating the brokerage service, or imposing new penal conditions on the supplier member, or in the event of an imbalance of rights and interests occurs against the supplier member.

8.2. In the event that amendments are made to the contract, the supplier member has the right to terminate this contract without compensation by notifying via e-mail or via Cntrol Panel before the end of the 30-day period allotted for amendments to the contract mentioned above. His contract is considered terminated from the date of receiving his notification.

9. Defining the responsibilities

Tebadul does not bear any responsibility for any direct or indirect damages that may arise as a result of a breach of contract, negligence, or other causes resulting from access to the platform, use of the platform, information, other data, programs used on the platform, etc. Also, in the matter of providing services, Mutadal does not accept any liability resulting from breach of contract, negligence, negligence, interruption or cessation of services. It should be acknowledged that Tebadul disclaims any responsibility for any links provided to access the platform or any other websites, as well as errors and damages that may arise from the use/browsing operations of the platform, including all types of damages, losses, and expenses such as expenses of legal claims and courts.

10. Dispute settlement

10.1. The courts of Istanbul and its executive departments are considered an authority authorized to resolve disputes arising from this contract.

10.2. Tebadul records (including records on magnetic media such as computer audio records) shall constitute conclusive legal evidence in the settlement of any dispute that may arise from this Contract and/or its applications.

11. Comprehensiveness of the contract

This contract includes all agreements and contracts concluded between the two parties regarding the subject of supplier membership. This contract is considered a divisible contract. In the event that any of its provisions are considered invalid, wholly or partially, by a decision issued by any competent court, arbitration body, or competent administrative authority, the provision included in the invalidity will be considered invalid individually, and the rest of the provisions of the contract will retain their legal validity and practical validity.

12. Force majeure circumstances

Tebadul will not be responsible for any delay or failure to fulfill its obligations under this contract in the event of the occurrence of any of the force majeure circumstances stipulated in the law such as riots, embargoes, state intervention, disobedience, rebellion, occupation, war, mobilization, strikes, and lockouts, labor disputes including labor actions or boycotts, cyber-attacks, telecommunications problems, infrastructure and Internet failures, improvement or renovation works related to the system and malfunctions that may occur for this reason, power outages, fire, explosion, storms, floods, earthquakes, migration. In addition to any matter beyond the control of the exchange that obstructs or prevents its fulfillment of obligations without any negligence on its part. Likewise, any default due to the aforementioned circumstances shall not be considered a breach of the provisions of this contract.

13. Entry into force

This contract, which consists of 13 articles and was signed by the parties concerned on the date of  ..... / ..... / 20....., shall enter into force from the date of its signature. Each party shall retain an original copy signed with a signature and another copy shall be sent to each member by email.

Appendix 1 - Products not suitable for sale

In compliance with applicable laws, the sale of the products mentioned in the list below is prohibited.

If any of your products are rejected, it is due to a violation of the platform rules and online publishing rules. In such cases, please review the list below carefully. If your product can be reviewed and corrected within the scope of the following rules and/or the necessary documents can be provided for sale, please request that the product be uploaded again after the required conditions have been met.

The violating products that are prohibited from being sold on the platform are as follows:

• Products that reflect the logos of criminal/terrorist organizations or racist groups or that contain praise for organizations and communities associated with terrorism or any crime, or that insult the Turkish nation, Ataturk, national and moral values.
• Products that may contain national, religious, ethnic, political, or cultural discrimination, that conflict with basic human values ​​such as the protection of human rights and freedom of thought, and that contain speeches and images that incite social discrimination and conflict.
• Products that contain images and speech that insult, defame, or contain violence against any community and/or any living being.
• Products containing visuals and speech that may encourage children and young people to engage in violence or use harmful substances.
• Products related to obscene or reprehensible matters and images of products that contain obscenity or reprehensible matters or anything that affects the protection of children and families.
• Products and product images that may be considered within the range of children's body width.
• Products intended to threaten, attack, or repel animals.
• Fur and skins extracted from live animals and skins of rare animals.

Products prohibited for sale on the Internet

• Counterfeit money and forged documents
• Goods whose purchase and sale require obtaining a permit from the state
• Smuggled products whose import is prohibited
• Books and publications for which a restriction order has been issued
• Alcoholic beverages/ethyl alcohol/methyl alcohol/methanol
• Unauthorized products / unlicensed/counterfeit/counterfeit/counterfeit products
• Face images/names/signatures (except licensed products)
• Firearms/knives prohibited for sale/flammable and explosive materials/pepper spray and electroshock
• Fertilizers containing nitrogen and materials containing ammonium nitrate at a rate exceeding 28%
• Military equipment/police equipment
• Low-power radio, short-range radio devices and systems falling within the scope of the KET Regulation
• Eavesdropping devices, hidden camera
• Formal fashion
• Lock opening devices
• Stolen goods/products with the serial number removed
• Rejected telecommunications devices
• Encrypted broadcast decoders and encrypted broadcast decoders
• Attack programs and hacking programs in the web environment
• Tobacco/e-cigarette products and accessories
• Narcotic substances
• Prescription/non-prescription medications
• Products to help pass drug tests (drug tests, alcohol tests, etc.)
• All kinds of numbered eyeglass lenses/frame
• Medical Devices: Medical devices that do not have a Sales Center License Certificate will not be offered for sale. Medical devices that cannot be used by a patient alone, must be installed or used with the assistance of a healthcare professional, or are intended for the use of a healthcare professional only may not be sold.
• Covid-19 diagnostic kits
• Hearing aids / prosthetics / orthotics
• Veterinary medical products
• Herbal Medicinal Products/Homeopathic Medicinal Products: Herbal products cannot be sold that contain a statement (on the package and/or in the product description) that they have the same effect as any medicinal medicine and/or treat any disease.
• Interventional Nutrition Products / Dietary Foods for Special Medical Purposes, Baby Foods for Special Medical Purposes / Sports Foods: Herbal products that contain a statement that they have the same effect as any medicinal drug and/or treat any disease (on the packaging and/or in the product description) that can not be sold.
• Cosmetic Products: In the promotion of cosmetic products it is prohibited to use: 1- Data and/or effects related to the treatment or prevention of any disease, or to aid in its treatment, or to diagnose, correct, regulate and/or alter a physiological function. 2- Statements claiming and/or indicating that it regenerates, corrects and/or changes physiological functions as a result of pharmacological, immunological and/or metabolic effects. 3- Advertisements that indicate the effect of medical products for human use.
• Agricultural pesticides and spraying machines: For the sale of agricultural pest control tools and machines and agricultural pesticides, the products of sellers who do not have a “sales license certificate” issued by the regional directorates of the Ministry of Agriculture are not allowed to be sold. (A license certificate is not required to sell hand tools or garden tools.)
• Products harmful to human health/carcinogenic substances
• Human organs and other living organs
• Live animals
• Airbag and its equipment
• Seat belt equipment
• Fresh food products that should not be left in the refrigerator or that should be consumed daily
• Products prohibited by the Ministry of Health or the Ministry of Food, Agriculture and Livestock
• Products with pornographic content and sexual activity
• Addresses and email lists/phone numbers/online membership accounts
• Lists without product properties
• Gift vouchers/discount coupons
• Promotional products and student publications provided free of charge by the Ministry of National Education
• Stocks/Virtual Money/Bonds/Bills/
• Cultural and natural heritage
• State Decorations, Badges, and Medals of Honor, the State Medal of Honor, the State Medal of Commendation, the State Merit Service Medal, the State War Medal, the Republican Medal, and the Merit Medal.

Specifications of illegal products linked to health claims

If the products you plan to publish on the Tebadul platform contain phrases that can be classified as health advertisements in their marketing content such as (reduces itching, good for eczema, speeds up healing, rejuvenates, etc.) or includes phrases that can only be used to describe medicines, then this is against the law.

Therefore, it is strictly prohibited to use the phrases contained in the list that we have prepared to assist you, and similar phrases in the images, names, and descriptions of the products that will be published on the Tebadul platform. Violating products will be deleted. We would like to point out that the phrases included in health advertisements are not limited to the examples we mentioned above.

 

Appendix 2 - Algorithmic criteria (parameters) for product classification

The ranking algorithm criteria that can be given priority for display on the home page are as follows:

Algorithm standards

• Past transactions related to the product (views, clicks, purchases, etc.)
• User reviews (seller ratings, product reviews, customer complaints)
• Seller operational metrics (number and rate of returns, number of non-supply cases, etc.)
• User probability of purchase (user segment, user similarity rates)
• Banner performance metrics* (past product performance, product sales forecasts, campaign information, etc.)

*Banners are the components on the home page from which you are directed to pages such as store, search, etc.

Ranking algorithm criteria that should have priority in promoting on subpages:

• Customer reviews and ratings (number of comments, content of comments, number of reviews, rating scores, number of comments with photos, photos in comments)
• Previous user movements (number of views, clicks and/or purchases) and/or previous pricing information for the product
• The keyword and/or a search result that the customer entered into the search bar (number of times the taxonomy filter was used, click-through data based on the taxonomy, and the relationship between the search term and product information)
• Probability of purchase by an exchange platform user (user segment, similarity rates between users)
• User movements on the platform (products visited in the same session, products purchased after being visited in the same session, products visited by the user, etc.)
• Relationship ratio between products (product information, name, image, etc. and user's previous actions on the product) and similarity rate (product information and user's previous actions on the product)
• Advertising information (cost per click, ad budget, etc.), traffic data (number of clicks, views, and purchases of the advertised product) and other algorithm criteria that can be taken into account in the ranking

Other criteria for algorithms can be taken into account in classification

• User movements are similar to the user on the platform (number of purchases made on the platform so far, shopping amount, payment method, number of returns, membership status, product prices by category, membership history, application platform used, time since the user's last movement on the product, categories and/or brands of products purchased, reviewed, preferred, etc.).
• Product Information ** (Name, Description, Image, Size, Size, Price, Category, Brand, Seller, Product Features, Stock Status, Release Date, etc.)

**If the customer enters this information correctly and completely, it indicates changes in the ranking according to the search performed due to the filter applied by the customer. Selected features can also be used to group products and compare them with each other.

• Product campaign information (sale price, cart discounts, coupon value and amount, shipping price, delivery time, etc.)
• Previous sales data for the product
• Customer complaints about the product (high price, wrong content, etc.)
• Reviews (seller ratings, product ratings, customer complaints, order response time, etc.)
• Seller store information: number of followers, coupon information, board usage, coupon application, quantities used and coupons
• User history: number of purchases made so far, amount, payment method, number of returns, membership status, etc.)
• User likelihood to purchase (user segment, user similarity rates, seller ranking score/feedback).
• Traffic data for advertised products (number of clicks/views/purchases for advertised product, add to cart data, etc.)
• Video information (video owner, creation date, etc.)
• User movements based on search terms (filters used in searches and how many times they were used, number of times products/sellers were viewed and viewed (clicks) in the relevant search, similarity between the relevant search term and product/seller names, etc.)
• User behaviors (save/click/favorite/share/share/add to cart/purchase etc)
• Information about the influencer (number of followers, audience, content produced, popularity, etc.)

Appendix 3 - Membership Packages

Free Package

Tebadul is a secure and comprehensive B2B marketplace and wholesale platform on an international level. We are ready to offer high-quality products across dozens of subcategories in various sectors, providing the best products at the most competitive prices to support your global business presence.

You can showcase a wide range of products, from food supplies and clothing to beauty products, electronics, machinery, and industrial equipment. Connect with the global trade market through Tebadul.

Our free package is suitable for beginner traders and those looking to explore our platform.

Detailed Package Contents:

5 Verified Export Requests: Tebadul grants you the right to receive your first 5 export requests for free, allowing you to better familiarize yourself with the platform. This service provides a valuable opportunity to promote your products in the international market and find potential clients.

Product Portfolio Display: With your free package, you can publish detailed information for up to 8 products. These products can be viewed by buyers who can then submit purchase requests.

Special Membership Badge: In Tebadul’s free package, a badge is added next to your username to indicate that your account is verified and that you are a user of the free package.

Separate Product Page: One of the privileges of the free package is the creation of a separate product page for each of your products on the Tebadul platform. This page provides a comprehensive profile of your products and can be shared with potential clients.

Seller Support Services: Seller support services are provided to help resolve any technical issues you may encounter while using the platform, enhancing your experience and ensuring effective use of the platform.