Hotel General Terms and Conditions

ARTICLE 1 — SCOPE AND DEFINITIONS

• 1.1 These General Terms govern the general terms and conditions of the distribution relationship between Rackle Bilişim ve Teknoloji A.Ş. ("Stayax"), operating under the Stayax brand, and the Hotel. In the event of any conflict between the special/commercial terms in the Agreement and these General Terms, the Agreement prevails.
• 1.2 Net Rate: the all-taxes-included floor price reference that the Hotel grants to Stayax over BAR for one room-night; it constitutes the lower limit of the Price Range and is determined on a property-specific basis in the Commercial Terms (Annex 1 to the Agreement). The Net Rate is a reference relating to pricing and does not express the amount payable to the Hotel; the Hotel's Payout Entitlement is calculated on the basis set out in Article 3 of the Agreement.
• 1.3 BAR (Best Available Rate): the current best retail rate that the Hotel offers publicly on its own direct channels for the relevant room and period.
• 1.4 Selling Price: the price at which Stayax offers the room to the Guest or to the channels; it is determined by Stayax within the Price Range agreed by the Parties (Article 3.2).
• 1.5 Guest: the person who purchases the room through Stayax's channels or on whose behalf it is purchased.
• 1.6 OTA: online travel platforms such as Booking.com, Expedia and Airbnb, together with the other distribution channels used by Stayax.
• 1.7 Payout Entitlement: the Hotel's receivable arising from stays that have actually taken place, calculated by deducting from the sales amount the Service Fee, the Tax Liability Arising from OTA Commission and, if any, the Transfer/Payment Fee (Article 3 of the Agreement).
• 1.8 Allotment: the number of rooms and the availability that the Hotel allocates to Stayax's sales.
• 1.9 Payment Day: the day on which the Payout Entitlement arising from a stay is paid to the Hotel, being the fifth Monday following the check-out date of that stay; this day corresponds to twenty-nine to thirty-five days from the check-out date. If the Payment Day falls on a public holiday, payment is made on the first following business day. By way of exception to Article 16.3, a change to the definition of the Payment Day does not apply automatically to a Hotel that has an Agreement in force on the date the change is published; for such Hotel, the definition of the Payment Day in the version it accepted remains in force until it expressly accepts the new version.
• 1.10 Walk (Relocation): the placement of the Guest in another property of equivalent or higher class because a confirmed reservation cannot be honoured.
• 1.11 Price Range: the lower and upper price limits agreed between the Hotel and Stayax and within which the Selling Price is to be determined; as a rule it is defined in the system through the integration.
• 1.12 Service Fee: the fee to which Stayax becomes entitled over the sales amount in consideration of its services within the scope of this relationship, the rate of which is determined on a property-specific basis in Annex 1 to the Agreement and the basis of calculation of which is governed by Article 3 of the Agreement.

ARTICLE 2 — COMMERCIAL MODEL AND PAYOUT ENTITLEMENT

• 2.1 The Hotel makes its room inventory available to Stayax; Stayax sells the room, at the Selling Price determined within the Price Range agreed by the Parties, through various channels including its own platform and the OTAs, and collects the price. The difference between the sales amount and the Hotel's Payout Entitlement belongs to Stayax.
• 2.2 The Hotel's Payout Entitlement arises only for stays that have actually taken place. No Payout Entitlement is paid to the Hotel for reservations that are cancelled, do not take place or do not give rise to a charge. The Hotel may not assert any claim over the Selling Price, the channel terms or Stayax's revenue.
• 2.3 The Hotel may notify a discounted ("promotional") Net Rate for particular dates or periods; the cost of such discount belongs to the Hotel. Other than upon the Hotel's request, Stayax may not unilaterally increase the Service Fee rate or the rate of the Tax Liability Arising from OTA Commission.
• 2.4 The Service Fee is calculated by applying to the sales amount the rate determined on a property-specific basis in Annex 1 to the Agreement. The Service Fee is not separately invoiced to the Hotel; it is applied by being taken into account in the calculation of the Payout Entitlement. There is no service invoice issued by Stayax to the Hotel and, consequently, no value added tax charged by Stayax to the Hotel in connection therewith. This rate may be temporarily increased upon the Hotel's request in order to increase visibility on particular dates and in particular markets; it may not be increased unilaterally by Stayax without the Hotel's request.
• 2.5 The Tax Liability Arising from OTA Commission is taken into account in the calculation of the Payout Entitlement as an item separate from the Service Fee, and its rate is determined on a property-specific basis in Annex 1 to the Agreement, as agreed on a line separate from the Service Fee rate. This item consists solely of passing on to the Hotel the tax burden arising from the OTA's own commission on the channel where the room is offered for sale; it is not an item of revenue in consideration of Stayax's services. Nor is this item a value added tax charged by Stayax to the Hotel on account of its own service. This rate likewise may not be increased unilaterally by Stayax without the Hotel's request.
• 2.6 The Service Fee, the Tax Liability Arising from OTA Commission and the Transfer/Payment Fee are three separate items of different nature; none takes the place of another and none may be increased on the ground of another. The Service Fee is Stayax's revenue in consideration of its services and the channel/OTA commission is contained within that fee; the Tax Liability Arising from OTA Commission and the Transfer/Payment Fee, on the other hand, are not Stayax's revenue. The basis for calculating the Hotel's Payout Entitlement is governed by Article 3 of the Agreement; for each reservation these three items are shown separately in the Hotel's panel and in the reconciliation.
• 2.7 These three items are not independent amounts accrued against the Hotel or separately charged to the Hotel, but elements of the calculation of the Payout Entitlement; they do not create a debt owed by the Hotel or a separate receivable in favour of Stayax. Stayax does not issue an invoice or any similar document to the Hotel for any of these items; the items are taken into account solely in the calculation of the Payout Entitlement and are not made the subject of any document issued to the Hotel. The flow of invoices between the Parties is governed by Article 8.

ARTICLE 3 — PRICING, SALES CHANNELS AND PRICE CONFIDENTIALITY

• 3.1 Room content (room types, capacity, amenities, images, tax information), availability, the Net Rate and the Price Range are obtained automatically through the integration and the iCal connection between the Hotel's property management system (PMS) and/or channel manager and the Stayax system. The Hotel ensures that this information is accurate, up to date and complete; it grants the access and connections required for the uninterrupted operation of the integration and notifies Stayax without delay when it becomes aware of a malfunction. In cases where the integration cannot be established technically, the Parties agree on the method by which this information is to be kept up to date.
• 3.2 Stayax has discretion as to listing and marketing the room on its own platform and on such OTAs as it wishes. The Selling Price is determined within the Price Range agreed by the Parties; within that range Stayax applies artificial-intelligence-supported dynamic pricing that takes into account criteria such as demand, season, remaining availability and competitor prices, and adjusts the Selling Price automatically. In cases where no Price Range has been defined or no valid range exists in the system, the Net Rate is taken as the basis and Stayax determines the Selling Price freely. Stayax gives no undertaking as to any particular price level, occupancy rate or sales volume. No parity (price equality) obligation is imposed on the Parties; the Hotel may freely determine its prices on its own direct channels.
• 3.3 The Net Rate and the commercial terms are trade secrets and are not disclosed to third parties. Where collection is made through an OTA, the Hotel's sole counterparty is Stayax.
• 3.4 The Hotel authorises Stayax as connected account / connectivity provider (channel manager) for the management of the price and availability of its existing listings on the OTA channels; Stayax does not create duplicate listings, but manages by connecting to the existing listing.
• 3.5 Guest Reviews. Stayax may publish Guest ratings and reviews on its own channels; in respect of these reviews it is in the position of a conduit rather than the publisher, and it reserves the right to remove unlawful content. The Hotel shall not engage in attempts to manipulate reviews.

ARTICLE 4 — INTELLECTUAL PROPERTY AND CONTENT LICENCE

• 4.1 The Hotel grants Stayax a licence to use its room content, descriptions, images, photographs, trade name, logo and trademarks (the "Content"), valid for the term of the Agreement, worldwide, non-exclusive, royalty-free and sub-licensable. This licence covers the use and reproduction of the Content, and its sub-licensing to those channels, for the purposes of promotion, marketing, listing and sale on Stayax's platform and on the third-party distribution channels and OTAs determined by Stayax.
• 4.2 The Hotel undertakes that it holds all necessary rights and authorisations in respect of the Content and that the Content does not infringe the intellectual property or personality rights of third parties; the Hotel is liable for claims arising to the contrary (Article 13).
• 4.3 Stayax has the right to edit or to remove from publication Content that is incorrect, incomplete, unlawful or misleading.
• 4.4 Stayax's platform, software, trademarks and other intellectual property belong exclusively to Stayax; the Hotel may not use them without written permission. Upon expiry or termination of the Agreement, the licence under Article 4.1 comes to an end, other than to the extent required for the performance of ongoing reservations.

ARTICLE 5 — ALLOTMENT, AVAILABILITY AND OVERBOOKING

• 5.1 The Hotel provides the Allotment and the availability determined in the Commercial Terms. Availability and calendars are obtained automatically, to the extent established, through the integration and the iCal connection referred to in Article 3.1; in cases where there is no integration or the integration is interrupted, the Hotel is obliged to notify Stayax without delay of changes in availability, price and closures. In all cases the Hotel is responsible for the accuracy, currency and completeness of the availability data. The Hotel may not unilaterally cancel a reservation it has confirmed or change its price.
• 5.2 Stayax may sell in excess of the Allotment (overbooking), the commercial risk of which belongs to Stayax. Where the Hotel is unable to provide the room due to overbooking originating from Stayax, the resulting Walk costs belong to Stayax.
• 5.3 Where the Hotel is unable to honour a confirmed reservation or to accept the Guest due to its own fault, its own overbooking, incorrect notification of availability, or a room it has notified as vacant turning out to be occupied, all resulting Walk costs and Guest compensation belong to the Hotel; Stayax may set these amounts off against the Hotel's Payout Entitlement, complying with the notification procedure in Article 7.3. The Hotel may not be held liable for the consequences of erroneous or delayed data transfer originating from Stayax's systems or from the integration.

ARTICLE 6 — RESERVATION, CANCELLATION AND MODIFICATION

• 6.1 The cancellation policy is subject to the relationship between Stayax and the Guest and is at Stayax's discretion. For reservations cancelled by the Guest, no Payout Entitlement, penalty or fee is paid to the Hotel; the relevant room/date is returned to the Allotment.
• 6.2 Date and room change requests are managed through Stayax; the Hotel shall not refuse reasonable requests where availability permits.
• 6.3 In the event of an accepted date or room change, the Payout Entitlement is calculated according to the stay that actually takes place; the Payment Day is determined according to the check-out date following the change.

ARTICLE 7 — COLLECTION, RECONCILIATION AND PAYMENT

• 7.1 Collection of the accommodation price from the Guest is carried out by Stayax, directly or through an OTA. Extra expenses personally consumed by the Guest at the property fall outside this scope and are directly between the Hotel and the Guest.
• 7.2 Reconciliation is carried out on the basis of the Payment Day. Before each Payment Day, Stayax prepares and submits to the Hotel a reconciliation showing the room-night information relating to the stays falling on that day, the breakdown of items under Article 3 of the Agreement and the Payout Entitlement. The Hotel may object within 5 (five) business days from the date on which it receives the reconciliation; if no objection is made within that period, the reconciliation becomes final. An objection made within the period does not prevent the payment, on its own Payment Day, of the items that are not the subject of the objection; the item subject to the objection is paid on the first Payment Day following the resolution of the dispute.
• 7.3 Stayax pays the Payout Entitlement relating to each reservation, after deducting the amounts that may be set off under this Agreement, on the relevant Payment Day to the account notified by the Hotel. The Hotel's Payout Entitlements arising from different check-out dates are paid separately, each on its own Payment Day. The amounts to be set off are notified to the Hotel, together with their grounds, before the set-off.
• 7.4 Chargebacks and Fraud. The management of Guest-originated payment chargebacks, fraud and payment disputes is carried out by Stayax. Refund, chargeback and dispute amounts arising from the Hotel's fault, defective service or incorrect/incomplete Content belong to the Hotel and may be set off against the Payout Entitlement. In the processing of card data, the relevant security standards, in particular PCI-DSS, are complied with.
• 7.5 Records and Audit. Stayax's system records are taken as the basis in the reconciliation and in the calculation of the Payout Entitlement. The Hotel shall, upon reasonable notice, allow the verification of the relevant records; the Parties retain these records for the period prescribed by the legislation.
• 7.6 Payment at the Property. With Stayax's approval, in particular reservations the accommodation price may be paid by the Guest directly to the Hotel at the property ("Payment at the Property"). In that case the Hotel collects from the Guest the total Selling Price determined by Stayax, in the name and on the account of Stayax; the amount so collected is deducted from the Hotel's Payout Entitlement on the Payment Day of the relevant reservation. If the Hotel's Payout Entitlement is greater than the amount collected, the difference is paid by Stayax to the Hotel; if the amount collected exceeds the Payout Entitlement, the difference constitutes a receivable of Stayax and Stayax issues an invoice to the Hotel for that amount, and the Hotel pays it within 7 (seven) days following the invoice or it is set off against the Payout Entitlements on subsequent Payment Days. In Payment at the Property, the Hotel is responsible for the receipt, processing and protection of the collection, refund and payment data.
• 7.7 Exchange Rate and Calculation of the Payout Entitlement. Guest payments are collected by the OTAs or by payment institutions and are transferred to Stayax after being converted into Turkish Lira by the relevant institution. The amount to be taken as the basis for the Hotel's Payout Entitlement is the Turkish Lira equivalent of the Selling Price of the relevant reservation, calculated at the conversion rate at which the payment was actually collected. This amount is the base on which the Payout Entitlement is to be calculated; the Hotel issues an invoice to Stayax in Turkish Lira for the Payout Entitlement found by deducting from this base the Service Fee, the Tax Liability Arising from OTA Commission and, if any, the Transfer/Payment Fee. The Hotel has no right to claim any additional right or receivable on account of the exchange rate applied by the sales channel or the payment institution, conversion differences, or favourable or unfavourable differences arising from exchange rate movements.

ARTICLE 8 — INVOICING AND TAX

• 8.1 Invoices and other legal documents relating to the accommodation/service price offered to the Guest are issued to the Guest by Stayax in accordance with the legislation.
• 8.2 The Hotel invoices Stayax for the agreed Payout Entitlement relating to each Payment Day, as an amount inclusive of all taxes. The invoice shows the Payout Entitlement base, the value added tax and, if any, the accommodation tax as separate lines. These taxes are included in the Payout Entitlement amount and are not added on top of the Payout Entitlement; the grand total of the invoice equals the Payout Entitlement amount calculated in accordance with Article 3 of the Agreement, and the amount that Stayax will pay to the Hotel is that grand total. Value added tax, accommodation tax and other public charges connected with the accommodation service are declared and paid by the Hotel in its capacity as the legal taxpayer.
• 8.3 The flow of invoices between the Parties consists of the following three steps: (i) Stayax issues the accommodation/service invoice made out to the Guest; (ii) the Hotel issues an invoice to Stayax over the Payout Entitlement amount relating to each Payment Day; (iii) Stayax does not issue an invoice or any similar document to the Hotel for the Service Fee, the Tax Liability Arising from OTA Commission or the Transfer/Payment Fee. These three items are elements of the calculation of the Payout Entitlement and are not made the subject of any document issued to the Hotel; there is no service invoice issued by Stayax to the Hotel. The provision concerning Stayax's receivable from the Hotel in the case of Payment at the Property under Article 7.6 is reserved.

ARTICLE 9 — SERVICE STANDARDS AND ACCURACY OF CONTENT

• 9.1 The Hotel undertakes to provide the advertised room type, amenities and service quality, and to ensure that the content and images it supplies are accurate and up to date.
• 9.2 The Hotel is liable for Guest complaints, refunds and compensation arising from the Content being incorrect or incomplete; Stayax may set these amounts off against the Hotel's Payout Entitlement.

ARTICLE 10 — REPRESENTATIONS AND UNDERTAKINGS OF THE HOTEL

• 10.1 The Hotel represents that it is authorised to enter into this Agreement and that it is capable of performing its obligations.
• 10.2 The Hotel undertakes that it holds all licences, permits and certificates required for its operations (including the tourism operation/management certificate, the workplace opening and operating licence, and fire and health permits) and that it will keep them in force.
• 10.3 The Hotel undertakes that it has duly established its tax registration and that it will comply with all applicable legislation, including tax, consumer protection (Law No. 6502), KVKK and tourism legislation.
• 10.4 The Hotel maintains the insurance policies required by the applicable legislation for its operations and its property (including, as a minimum, third-party liability insurance).
• 10.5 The Hotel undertakes that neither it nor its ultimate beneficial owners are included on sanctions lists, and that it will conduct its operations in a manner free from bribery, corruption, money laundering and human rights violations (child/forced labour).

ARTICLE 11 — PROTECTION OF PERSONAL DATA (KVKK)

• 11.1 The Parties act in compliance with Law No. 6698 on the Protection of Personal Data (KVKK) and the related legislation. Stayax shares the Guest's personal data with the Hotel only to the extent necessary for the performance of the reservation.
• 11.2 As a rule, the Parties are independent data controllers within the scope of this relationship; each Party fulfils its KVKK obligations in respect of the data it processes.
• 11.3 The scope of data sharing, the security measures, the notification of a data breach within 24 hours at the latest, and transfers abroad that may be made through the OTAs (KVKK Art. 9) are governed by the Data and Confidentiality Undertaking (Annex 2), which is a signed annex to the Agreement; the Hotel fulfils the required disclosure and explicit consent obligations.

ARTICLE 12 — CONFIDENTIALITY

• 12.1 The Parties keep confidential the Net Rates, the commercial terms, the reconciliation data and trade secrets, and use them solely for the performance of the relationship. This obligation continues for 5 (five) years even if the relationship comes to an end; the obligation to keep trade secrets and personal data secret is of unlimited duration. For detailed provisions, see the Data and Confidentiality Undertaking (Annex 2).

ARTICLE 13 — LIABILITY AND INDEMNITY

• 13.1 Each Party is liable for direct damages arising from its own fault. The Parties are not liable, to the extent permitted by the legislation, for indirect and incidental damages or for damages in the nature of loss of profit. The obligations concerning the Hotel's service quality, the condition of the property, safety of life and property, and compliance with the legislation belong exclusively to the Hotel.
• 13.2 Indemnity. The Hotel holds Stayax harmless from, and indemnifies it upon first written demand against, any and all claims, damages, penalties and costs (including attorneys' fees, litigation expenses and administrative fines) directed at Stayax by third parties, including Guests, arising from (a) the accommodation service it provides and its property, (b) the inaccuracy of the Content or its infringement of third-party rights, or (c) its breach of this Agreement or of the legislation.
• 13.3 Liability Cap. Stayax's aggregate liability arising from this Agreement is limited to the total Payout Entitlement amount paid to the Hotel in the 12 (twelve) months preceding the date on which the claim arose. This limit does not apply in respect of wilful misconduct, gross negligence, fraud, breach of confidentiality, the indemnity obligation under Article 13.2 and cases that cannot be limited by law (death/bodily injury).

ARTICLE 14 — SUSPENSION, TERM AND TERMINATION

• 14.1 Suspension. In cases of security risk, suspicion of fraud, repeated or serious Guest complaints, non-compliance with the legislation/licensing, breach of payment or reconciliation, or unlawfulness of the Content, Stayax may immediately and independently of termination suspend, restrict or delist the Hotel's listing or the provision of services; it notifies the Hotel of the situation without delay.
• 14.2 The relationship commences on the signature date of the Agreement and has a term of 1 (one) year; it is renewed for successive one-year periods unless notified otherwise in writing at least 30 days in advance. The Parties may terminate upon 30 (thirty) days' prior written notice.
• 14.3 In the event of a material breach, the breaching Party is given a written period of 7 (seven) days; if the breach is not remedied, the Agreement may be terminated for just cause. Termination does not affect Payout Entitlements that have already arisen or the performance of confirmed reservations; Payout Entitlements arising from stays performed before or after the termination date are paid according to the Payment Day schedule in Article 7. Provisions which by their nature survive (in particular tax, confidentiality, liability/indemnity, intellectual property and dispute resolution) remain in force.

ARTICLE 15 — FORCE MAJEURE

• 15.1 In cases of force majeure beyond the reasonable control of the Parties (natural disaster, epidemic, war, fire, decisions of official authorities and the like), the obligations of the affected Party are suspended to the extent and for the period affected; the situation is notified without delay. Force majeure does not extinguish payment debts that have already arisen. If the force majeure exceeds 30 days, the Parties may terminate without compensation.

ARTICLE 16 — MISCELLANEOUS PROVISIONS

• 16.1 Assignment. The Hotel may not assign the Agreement without Stayax's written approval; Stayax may assign it to a group company or to its successor upon written notice.
• 16.2 Notices. Notices are made in accordance with the provisions of Law No. 7201 on Notifications (Tebligat Kanunu) and Article 18 of Law No. 6102, the Turkish Commercial Code (TTK). Notices concerning termination, default and rescission are served through a notary public or KEP (registered electronic mail); other notices are sent to the written addresses, by e-mail or by KEP. Changes of address are notified to the other Party within 5 (five) days.
• 16.3 Entirety and Amendment. The Agreement and these General Terms constitute the entirety of the agreement. Stayax may update these General Terms; the current version enters into force at the publication address and replaces the previous version.
• 16.4 Waiver and Severability. The non-exercise of a right is not deemed a waiver of it. The invalidity of one provision does not affect the others.
• 16.5 Relationship of the Parties and Language. The Parties are independent contracting parties; no partnership or employment relationship arises. The General Terms are drawn up in Turkish and the Turkish text prevails.
• 16.6 Stamp Duty and Signature. Any stamp duty that may arise from the Agreement is borne equally by the Parties. The Agreement may be validly executed by wet signature or by secure electronic signature within the scope of Law No. 5070, in electronic form or in counterparts.

ARTICLE 17 — GOVERNING LAW AND DISPUTES

• 17.1 These General Terms and the Agreement are governed by Turkish law; the Courts and Enforcement Offices of Ankara, Türkiye have jurisdiction over disputes. The provisions concerning mediation as a condition precedent to litigation in commercial disputes are reserved.

ANNEX — RECONCILIATION AND PAYMENT TABLE

For each Payment Day, the reconciliation table showing the room-night information and the Payout Entitlement relating to the stays falling on that day that have actually taken place is taken as the basis. Only "completed" lines give rise to a Payout Entitlement. The table contains the columns Stay Date, Check-out Date, Guest / Reservation No., Room Type, Nights, Sales Amount, Service Fee, Tax Liability Arising from OTA Commission, Transfer/Payment Fee (if any), Status, Payment Day and Payout Entitlement, and is agreed by the Parties before the relevant Payment Day.