Distance Sales Agreement

1Parties

1.1. Seller / Service Provider: NEHES LABS TEKNOLOJİ SANAYİ VE TİCARET LİMİTED ŞİRKETİ (in this Agreement, the "Seller" or "Fabik"). Its contact and registry details are set out in the "Seller" card above.

1.2. Buyer / Subscriber: the natural or legal person merchant/business that purchases the Service for its own enterprise within the scope of its commercial, industrial or professional activities (in this Agreement, the "Buyer" or "Subscriber"). The Buyer's trade name, address, tax/MERSIS number and authorized person details consist solely of the information declared by the Buyer during the order and account registration stages; the Buyer is responsible for the accuracy of such information.

1.3. Fabik is a service intended exclusively for businesses (B2B); it is not offered for individual/consumer use. The Buyer acknowledges and declares that it acquires the Service for commercial or professional purposes and does not qualify as a "consumer" within the meaning of Turkish Consumer Protection Law No. 6502.

2Definitions

• Service / Platform: the cloud-based, multi-tenant factory/production management software offered by the Seller under the name "Fabik" as software-as-a-service (SaaS) over the internet, accessed via the web (app.fabik.com.tr) and mobile applications.
• Subscription: the non-transferable, non-exclusive right of use that authorizes the Buyer to use the Service for the plan and term it has selected.
• Subscription Term: the period selected at the time of the order and corresponding to the price paid (for example, a monthly or annual term).
• Tenant Area (Tenant): the workspace allocated to the Buyer and logically isolated from the data of other subscribers.
• Order Summary: the summary shown to the Buyer electronically prior to payment, containing the selected plan, term, current price and taxes.
• Payment Institution: the licensed payment/electronic money institution (iyzico) that ensures the secure processing of card payments.

3Subject Matter of the Agreement

The subject matter of this Agreement is the provision by the Seller to the Buyer of the subscription right of use for the Fabik software service ordered electronically by the Buyer, the characteristics and sale price of which are specified in Article 4 and Article 7, together with the determination of the parties' rights and obligations in this scope. The Service is entirely digital and does not involve the delivery of any physical goods.

4Nature and Essential Features of the Service

4.1. Fabik is a software service provided over the internet that includes modules such as order management, live (real-time) tracking of production stages, shipment and delivery management, a customer portal, reporting, team/personnel and role-permission management, real-time notifications, and secure login via SMS/one-time code (OTP).

4.2. The scope, versions and modules of the Service may be developed, updated and improved by the Seller from time to time. The Buyer is aware that the Service is a digital service offered on an "as-is and as-available" basis, requiring an internet connection and a compatible device (a web browser or a supported mobile operating system).

4.3. The minimum technical conditions required to access the Service (a current web browser or a supported iOS/Android version, and a valid internet connection) shall be provided by the Buyer.

5Formation of the Agreement

5.1. At the order stage, the Buyer electronically confirms that it has read, understood and accepted all provisions of this Agreement and any preliminary information content. Upon this confirmation, the Agreement is deemed to have been formed.

5.2. A copy of the Agreement is made electronically accessible through the Buyer's account and/or to its registered e-mail address. The Agreement is not retained indefinitely, and the current version of the text is at all times published on this page.

6Term, Commencement and Automatic Renewal

6.1. The Subscription is valid for the term selected at the time of the order and commences upon confirmation of payment.

6.2. Automatic renewal: unless cancelled by the Buyer within the applicable period, the Subscription is automatically renewed at the end of the term for an identical period, and on the renewal date the price then in effect is charged through the Buyer's registered payment method.

6.3. The Buyer may stop the automatic renewal at any time before the renewal date, through its account or by contacting the Seller. In such case, the Subscription terminates at the end of the then-current term (see Article 10).

7Sale Price and Payment

7.1. The sale price of the Service is the current subscription fee set out in the Order Summary shown electronically at the time of the order. The VAT and other statutory taxes applied to the price are shown in the Order Summary. The total price confirmed at the time of the order is the amount payable by the Buyer for that term.

7.2. Payment is made online by credit card/debit card through the Payment Institution (iyzico) infrastructure. Card details are not seen or stored by the Seller; payment transactions are carried out by the Payment Institution in accordance with the relevant legislation and PCI-DSS security standards.

7.3. Price changes: the Seller may change prices with effect for future subscription terms. The changed price takes effect only as of the renewal date and does not affect the then-current term that has already been paid for. If the Buyer does not accept the new price prior to renewal, it may cancel its subscription.

7.4. Should the payment fail or be refunded for any reason at the cardholder's bank or the Payment Institution, the Seller is released from its obligation to provide the Service and may suspend the relevant access.

8Performance — Provision of Access to the Service

8.1. The Service is digital in nature and does not involve physical delivery. "Delivery/performance" means the activation of the Buyer's account and the opening of access to the Service.

8.2. Following confirmation of payment, access to the Service is, as a rule, provided electronically immediately (instantly). In the event of a technical delay attributable to the Seller, access is opened within 24 hours at the latest; this period is suspended in cases of force majeure.

9Right of Withdrawal

9.1. As the Buyer is a merchant/business purchasing the Service for commercial or professional purposes, the provisions concerning the right of withdrawal granted to consumers under Turkish Consumer Protection Law No. 6502 and the Regulation on Distance Contracts do not apply to this Agreement.

9.2. Furthermore, since the Service is a digital service whose performance commences instantly with the Buyer's approval and which is performed instantly in the electronic environment, by its nature it cannot be subject to a right of withdrawal. By confirming the order, the Buyer is deemed to have expressly requested and accepted that performance commence immediately.

9.3. Without prejudice to the provisions above, the Seller grants the Buyer, in good faith, the cancellation and refund possibility set out in Article 10.

10Cancellation and Refund

10.1. Cancellation: the Buyer may cancel its subscription at any time through its account or by contacting info@fabik.com.tr. Cancellation stops the automatic renewal; access to the Service continues until the end of the then-current term that has been paid for.

10.2. Good-faith refund: although there is no right of withdrawal, the Seller may, upon the Buyer's request, make a pro-rata (per-day basis) refund for the portion corresponding to the unused remaining subscription term. The refund amount is calculated taking into account the period used, any additional services provided, and any discount/campaign conditions.

10.3. Approved refunds are made through the payment method/card used to make the payment, within a reasonable time following approval of the request (generally within 14 days, depending on the workflow of the Payment Institution and the bank). The refund period may vary depending on the banks' card transactions.

10.4. In terminations made by the Seller for just cause due to the Buyer's breach of this Agreement or the terms of use, the price relating to the term subject to the breach is not refunded.

11Rights and Obligations of the Parties

11.1. The Seller:

• undertakes to provide the Service with reasonable care and professional diligence, within the scope of this Agreement and the selected plan;
• to use reasonable efforts to ensure the continuity of the Service and to carry out planned maintenance works with prior notice as far as possible;
• to protect and keep confidential the Buyer's data within the scope of Article 13 and the Privacy Policy;
• to respond to support requests within a reasonable time through the contact channels set out in Article 1.

11.2. The Buyer:

• undertakes to provide accurate, current and complete information during registration and ordering;
• to ensure the security of its account and login credentials (phone/OTP, sessions, sub-users) and to be responsible for unauthorized use;
• to use the Service in compliance with the applicable legislation, third-party rights and this Agreement, and to refrain from any acts that would harm the system, attempt to circumvent security, or otherwise be unlawful;
• to ensure compliance with the relevant legislation and to fulfil its data controller obligations in respect of the data it itself uploads/processes onto the Platform (customer, order, production, etc.).

12Service Level, Maintenance and Availability

12.1. The Seller does not warrant that the Service will be uninterrupted or error-free; however, it uses the efforts necessary to achieve reasonably high availability.

12.2. The Service may temporarily be suspended due to maintenance, updates, outages originating from the infrastructure provider, or force majeure. The Seller announces planned maintenance in advance to the extent possible and endeavours to minimize the impact.

13Protection of Personal Data and Confidentiality

13.1. The parties agree to comply with Turkish Personal Data Protection Law No. 6698 ("KVKK") and the relevant legislation. With respect to the data entered by the Buyer onto the Platform (its own customers, employees, orders, etc.), as a rule the Buyer is the data controller, and the Seller is the data processor that processes such data on behalf of and in accordance with the instructions of the Buyer.

13.2. Fabik operates on a multi-tenant architecture; each Buyer's data is kept in its own tenant area, separately from other subscribers, and is not made available to other subscribers. Access by the Seller's personnel to such data is limited to technical support provided at the Buyer's request, operations necessary to provide the service, or legal obligations, and is kept to the minimum required extent.

13.3. The detailed principles regarding the processing of personal data are set out in the Privacy Policy and the information notice, which form an integral part of this Agreement.

14Intellectual Property Rights

The intellectual and industrial property rights in the Fabik software, its source code, design, trademarks, logos and all content belong to the Seller and/or its licensors. This Agreement grants the Buyer only a non-exclusive, non-transferable and non-sublicensable right of use valid for the duration of the subscription; it does not constitute a transfer of ownership or any other right. The Buyer may not copy, reverse-engineer, decompile into source code, or allow third parties to use the software. The data entered by the Buyer onto the Platform belongs to the Buyer, and the Seller processes such data solely for the purpose of providing the service.

15Limitation of Liability

To the maximum extent permitted by the applicable legislation, the Seller is not liable for indirect damages, loss of profit, loss of data, or business interruption. In any event, the Seller's total liability shall not exceed the price actually paid by the Buyer in the last one (1) subscription term preceding the date on which the relevant claim arose. This limitation does not apply in cases of the Seller's intent or gross negligence, or in cases prescribed by mandatory rules of law.

16Force Majeure

Natural disasters, fire, epidemic, war, terrorism, cyber-attacks, electricity/communication/infrastructure outages, failures originating from the cloud/infrastructure provider, decisions of official authorities, and similar events beyond the reasonable control of the parties are deemed force majeure. During the period of force majeure, the obligations of the affected party are suspended and no default arises during such period. Should force majeure exceed 30 days, the parties may terminate the Agreement.

17Termination and Suspension of the Agreement

17.1. Each party may end the Agreement at the end of the then-current term by stopping the automatic renewal.

17.2. In the event of the Buyer's material breach of this Agreement, non-payment of the price, or unlawful use of the Service, the Seller may suspend access and/or terminate the Agreement for just cause. In such case, Article 10.4 applies.

17.3. Upon termination of the Agreement, the Buyer may contact the Seller regarding the possibility of exporting its data within a reasonable time; following this period, the data may be deleted to the extent permitted by law.

18Evidentiary Agreement

The parties agree that, in any disputes that may arise from this Agreement, the Seller's books, records, server/system logs, and electronic records and data shall constitute conclusive and exclusive evidence within the meaning of Article 193 of the Turkish Code of Civil Procedure No. 6100.

19Notices and Service of Process

Notices between the parties are made through the Buyer's registered e-mail address, the system notifications on its account, and/or registered electronic notification (KEP) addresses, if any. The Buyer is responsible for keeping the contact details it has declared current; notices made to these addresses produce the effects of valid service of process.

20Governing Law and Competent Court

This Agreement is governed by Turkish law. Taking into account the Buyer's status as a merchant/business, the Batman Courts and Enforcement Offices shall have jurisdiction over the resolution of any and all disputes arising from or relating to this Agreement.

21Effectiveness

This Agreement, consisting of twenty-one (21) articles, has entered into force mutually at the moment the Buyer read and accepted it electronically and confirmed the order. The parties agree that, in matters not regulated in this Agreement, the provisions of the relevant legislation in force shall apply.