Partner (Sales Brokerage) Agreement

This English version is a translation provided for convenience. If the English and Turkish versions conflict, the Turkish version prevails.

Parties

• Mobiza: Mobiza Teknoloji, with its address at Ovaakça Santral Mah. Ovaakça Fatih Sultan Mehmet Cad. No: 86/2, 16335 Osmangazi, Bursa, Türkiye, tax office / tax number Uludağ Tax Office / 1280527561 (hereinafter "Mobiza"). Planfly is a product of Mobiza.
• Partner: the natural or legal person who completes the Planfly partner application form or the partner dashboard and accepts this Agreement electronically (hereinafter the "Partner").

Agreement version: 2026-10-10. The Agreement is concluded electronically on the date of the Partner's acceptance, together with the IP address from which the acceptance was recorded.

1. Nature of the Agreement

1.1. This Agreement is a brokerage (simsarlık) agreement within the scope of Articles 520 to 525 of the Turkish Code of Obligations (Türk Borçlar Kanunu, TBK) No. 6098. The Partner refers businesses that will purchase a Planfly subscription to Mobiza and becomes entitled to the commission set out in this Agreement if payment is actually collected from the business it referred.

1.2. No relationship of commercial agency (acentelik; Turkish Commercial Code (Türk Ticaret Kanunu, TTK) No. 6102, Art. 102 et seq.), representation, employment, ordinary partnership (adi ortaklık; TBK Art. 620) or joint venture (iş ortaklığı) within the meaning of tax legislation is established between the parties. The term "partner" is only the name of the program.

1.3. The Partner is not granted exclusivity over any territory or customer group. The Partner may not enter into contracts, make offers or collect payments on behalf of Mobiza, and may not represent or bind Mobiza in any way.

1.4. The Partner carries out its activities independently, with its own organization and at its own discretion; Mobiza does not set working hours, targets or instructions.

2. Referral and Matching

2.1. Each Partner is given a unique partner code and a referral link (e.g. planfly.com.tr/?ortak=CODE). When a visitor clicks the link, a first-party cookie containing only the code is placed in the visitor's browser for 30 days, and the code field is filled in automatically during sign-up.

2.2. A business is linked to the Partner when the partner code is entered during sign-up (business setup) on the website. Sign-ups made in the mobile app do not accept codes. A code can be added afterward only at Mobiza's discretion and through the admin panel.

2.3. Mobiza's system records govern matching. A business can be linked to no more than one Partner.

2.4. The following are prohibited and do not give rise to commission: the Partner referring its own business or an account that uses the same phone number or email address as the Partner (self-referral), running keyword ads on the Planfly brand name, offering customers a rebate out of the commission (cashback), and creating fake or misleading sign-ups.

3. Customer Discount

3.1. Mobiza may grant a business that signs up with the Partner's code a discount at the rate and for the duration set for that Partner. The discount applies only to web (card) payments for subscriptions, extra staff seats and extra branches, and is calculated on the amount before VAT; it does not apply to extra SMS bundles or to App Store / Google Play prices.

3.2. The discount period runs from the start of the period covered by the business's first discounted payment. The discount rate and period are shown to the business at sign-up and are preserved for that business even if the Partner's rate changes later.

4. Commission

4.1. Base: Commission is calculated on the amount actually collected from the referred business, net of discounts and refunds, excluding VAT. For App Store and Google Play subscriptions, the base is the amount remaining after the VAT of the store country has been separated from the price in the verified store transaction and the store's share (currently 15%) has been deducted. USD payments are converted into Turkish lira at Planfly's fixed exchange rate at the time of accrual.

4.2. Scope: Subscription, renewal, plan upgrade, extra staff seat and extra branch payments are subject to commission. Extra SMS bundles are not subject to commission unless Mobiza announces otherwise.

4.3. Rate and term: The commission rate and term (in months or indefinite) are shown in the Partner dashboard. The term runs from the start of the period covered by the business's first commissionable payment; for annual payments, commission is calculated pro rata for the remaining term.

4.4. Gross amount: The commission shown in the dashboard and in notifications is gross. Taxes that must be withheld by law are deducted from this amount; Mobiza does not bear the withholding and does not gross up the commission. A Partner registered for VAT invoices the commission with VAT added on top.

4.5. Holding period and earning: Commission remains "pending" for 30 days from collection. This period covers the risk of refunds and withdrawals. Commissions whose holding period has ended are deemed earned on the date they are included in Mobiza's monthly earnings statement (hak ediş özeti). For the purposes of the deadlines for issuing expense vouchers and invoices, this date is the service date.

4.6. Refunds, withdrawals and reversals: If a collection is refunded, charged back or reversed by the store, the related commission is canceled in proportion to the refund. Refunds that occur after the commission has been earned or paid are set off against subsequent earnings; if there are no earnings to set them off against, the Partner returns the relevant amount to Mobiza. This provision also applies to refunds, chargebacks and reversals in sales made by the other company referred to in Article 4.1.

5. Payouts

5.1. Payouts are made once a month. If the payable balance is below ₺250, it carries over to the next month. If the Agreement ends, the finalized balance is paid regardless of the amount.

5.2. Payouts are made only to an IBAN opened in the Partner's own name (in the company's name for legal entities) and registered in the dashboard. The Partner is notified separately of any IBAN changes.

5.3. Individual Partner (bireysel; a natural person without a tax registration): Within 7 days of the earning date, Mobiza issues an expense voucher (gider pusulası) in the Partner's name (Tax Procedure Law (Vergi Usul Kanunu, VUK) No. 213, Art. 234) and makes the payment. A copy of the expense voucher is given to the Partner and the Partner's signature is obtained; a bank receipt containing the required information may take the place of the expense voucher. The Partner's Turkish national ID number (T.C. kimlik numarası) and address are required for the expense voucher.

5.4. Sole Proprietorship (şahıs işletmesi) and Company (kurumsal) Partners: Within 7 days of the earnings notification, the Partner issues an e-Invoice (e-Fatura) or e-Archive (e-Arşiv) invoice addressed to Mobiza for the commission amount (VUK Art. 231/5) and uploads it in the dashboard. After reviewing the invoice, Mobiza either approves it and makes the payment or rejects it and states the reason. A document issued late or incorrectly may be carried over to the next payout period.

5.5. If a Sole Proprietorship Partner who is a self-employed professional issues a self-employment receipt (serbest meslek makbuzu, e-SMM) instead of an invoice, 20% income tax withholding (stopaj) is applied to the gross amount pursuant to Article 94/1-2-b of the Turkish Income Tax Law (Gelir Vergisi Kanunu, GVK) No. 193; VAT is calculated on the gross amount, and the amount payable is determined accordingly.

5.6. No stamp tax (damga vergisi) arises on these documents; any legal obligations arising from changes in legislation are reflected in the payout.

6. Tax Responsibilities

6.1. The Partner must declare its tax status (Individual, Sole Proprietorship or Company; VAT-registered or under the simplified taxation method (basit usul)) accurately and must update any changes in the dashboard immediately. Mobiza has recourse against the Partner for any tax, penalties and late payment interest arising from an incorrect declaration.

6.2. The Individual Partner type is intended for occasional referrals. Under the current administrative view, this income is treated as occasional commercial income (arızi ticari kazanç), and Mobiza currently applies 0% withholding tax; the rate may change depending on the legislation and the opinion of a certified public accountant (mali müşavir). If total occasional income in a calendar year exceeds ₺350,000 (2026), declaring the excess is the Partner's obligation. If commissions become regular, the Partner agrees to establish a tax registration (open a sole proprietorship) as required by tax legislation. In that case, Mobiza may request that the Individual type account be switched to the Sole Proprietorship type.

6.3. An Individual Partner must be at least 18 years old and must declare that they do not have a commercial organization.

6.4. The Partner is responsible for its own filing, registration and social security obligations. Mobiza does not provide tax or legal advice.

7. Promotion Rules

7.1. The Partner promotes Planfly with accurate, up-to-date and non-misleading information. No features, prices, discounts or guarantees that Planfly does not offer may be promised.

7.2. In social media posts, in line with the Advertising Board's (Reklam Kurulu) Social Media Influencers Guidelines (Sosyal Medya Etkileyicileri Kılavuzu), the post must clearly state that it is an advertisement using an expression such as "#reklam" (ad) or "#işbirliği" (collaboration). A product that has not been tried may not be recommended as if it had been.

7.3. Unsolicited messages (spam) are prohibited. Commercial electronic messages are sent in compliance with Law No. 6563 on the Regulation of Electronic Commerce (6563 sayılı Kanun) and the rules of the Message Management System (İleti Yönetim Sistemi, İYS); each message states on whose behalf it is sent and provides the right to opt out. Commercial messages may not be sent to consumers without their prior consent.

7.4. The Planfly brand and logo may be used only to promote the program, in accordance with Mobiza's guidelines and on a revocable basis. No domain name, social media account or app containing the brand name may be created.

7.5. If these rules are breached, the related commissions are canceled and Mobiza may terminate the Agreement immediately.

8. Personal Data and Confidentiality

8.1. Each party is a separate data controller for the personal data it processes. How Mobiza processes Partner data is explained in the Partner Privacy Notice.

8.2. The Partner dashboard shows the names of referred businesses in masked form (fully anonymized if the business requests), their subscription status and commission amounts; phone numbers, email addresses and contact names are not shown. The Partner uses this information only to track commissions, keeps it confidential, does not build marketing lists from it and does not share it with third parties.

8.3. The Partner is obliged to provide the required privacy notice for the prospective customer data it collects itself and, where required, to obtain explicit consent.

9. Amendments

Mobiza may change the commission and discount rates, terms, the holding period, the minimum payout amount and the program rules with prospective effect by notifying the Partner through the dashboard and by email at least 30 days in advance. Commissions accrued before the change are preserved. When the text of the Agreement changes, the Partner is asked to accept the new version; the dashboard cannot be used until acceptance is given.

10. Term and Termination

10.1. The Agreement is of indefinite duration. Either party may terminate the Agreement at any time by giving notice through the dashboard or by email.

10.2. In the event of a breach of this Agreement, in particular of Sections 2.4 and 7, or of fraudulent conduct, Mobiza may terminate the Agreement immediately by notice; in that case, commissions not yet earned are canceled.

10.3. When the Agreement ends, only commissions that accrued up to the termination date and have completed the holding period are paid. No commission arises on new payments made by referred businesses after termination.

11. Liability

Mobiza does not undertake that the Planfly service will be uninterrupted or that referred businesses will purchase subscriptions. Except in cases of intent and gross negligence, Mobiza's liability under this Agreement is limited to the total commission paid to the Partner in the last 12 months.

12. Governing Law, Evidence and Notices

12.1. This Agreement is governed by Turkish law. The following courts and enforcement offices have jurisdiction over disputes: Bursa Central (Osmangazi) Courts and Enforcement Offices.

12.2. The parties agree that Mobiza's system records, electronic acceptance records and correspondence constitute conclusive evidence pursuant to Article 193 of the Code of Civil Procedure (Hukuk Muhakemeleri Kanunu, HMK) No. 6100.

12.3. Notices are sent to the Partner at the email address and phone number registered in the dashboard, and to Mobiza at legal@planfly.com.tr.