Agent (Intermediary) Working Terms

These Agent (Intermediary) Working Terms (the "Terms") govern the relationship between NYZ BEBE TEKSTİL KONFEKSİYON SANAYİ VE TİCARET LİMİTED ŞİRKETİ (the "Seller") and the natural or legal person for whom the Seller has opened an agent account to act as intermediary in the sale of the Seller's products (the "Agent").

1. Seller

• Legal name: NYZ BEBE TEKSTİL KONFEKSİYON SANAYİ VE TİCARET LİMİTED ŞİRKETİ
• Brand: election baby
• Address: 100. Yıl Mah. Nato Cad. No: 170/D-5, Bandırma / Balıkesir
• Tax office: Bandırma Vergi Dairesi Müdürlüğü
• Tax ID number: 6320869087
• Phone: +90 531 010 97 38
• Website: https://electionbaby.com

2. Nature of the relationship

2.1. The Agent is an independent intermediary who brings about sales contracts between the Seller and buyers. Where these Terms are silent, the provisions of the Turkish Code of Obligations No. 6098 on brokerage contracts apply.

2.2. The Agent is not an employee, commercial agent or representative of the Seller; the Agent may not conclude contracts, collect payments, bind the Seller or make statements on the Seller's behalf. Sales contracts are concluded directly between the Seller and the buyer, and payments are made directly to the Seller.

2.3. The Agent is not granted any territorial or customer exclusivity and conducts its activity with its own organisation and at its own expense.

3. Agent panel and account security

3.1. Through the panel opened for it, the Agent creates sales links, sends invitations and follows the orders and entitlements of the customers assigned to it.

3.2. Access to the panel is personal and protected by two-factor authentication. The Agent may not share its sign-in details with third parties, is responsible for actions taken through its account, and notifies the Seller immediately of any unauthorised use.

4. Sales links and prices

4.1. The sale price list assigned to the Agent by the Seller applies to the Agent's sales links. The Agent may only raise prices above the prices in that list; sales below the list price are not possible.

4.2. Orders through sales links may be taken only with prepaid methods (card or bank transfer) and only for delivery to addresses in Türkiye. Orders are subject to the Seller's usual order, stock, payment and delivery processes; the Seller may reject an order for justified reasons.

4.3. The Agent shares sales links only with the buyers it targets and may not publish links or price information in public channels.

5. Assigned customers and invitations

5.1. The Seller may assign dealer customers to the Agent. A customer can be assigned to only one agent at a time. If an assignment is removed, no commission arises on orders placed after the removal date; entitlements already accrued are not affected.

5.2. Dealership applications made through the Agent's invitation link or direct invitation are subject to the Seller's assessment. Approval of the application and assignment of the customer to the Agent are at the Seller's discretion.

6. Commission

6.1. On sales-link orders and orders of assigned customers, commission consists of the rate assigned to the Agent applied to the order's net amount excluding VAT, plus the difference between the Agent's sale price list (including price increases made in the link) and the base price list set by the Seller. Rates and the base list may differ per agent, customer or link; the order of precedence is the link rate, the customer rate and the Agent's default.

6.2. Commission accrues when the order price has been paid in full and the products have been delivered. Commission on cancelled orders is reversed; for accepted returns commission is reduced in proportion to the amount returned. Shipping charges and taxes are not included in the commission base.

6.3. Changes to commission rates apply to orders placed after the date of the change.

6.4. Accrued commissions are paid in the payment periods set by the Seller to the IBAN registered in the Agent's panel. Before payment, the Agent issues an invoice or self-employment receipt in accordance with tax legislation; if the Agent is a natural person who is not a merchant, payment is made against an expense voucher after the deductions required by law. Tax obligations relating to commission income are the Agent's.

6.5. The Agent notifies its objections to entitlement records in the panel in writing within thirty days of the record being shown in the panel; records not objected to within this period are deemed final.

7. Obligations of the Agent

• to pass on only information published by the Seller about products, prices, delivery and return terms; not to make misleading statements or commitments on the Seller's behalf,
• to comply with Law No. 6502 in activities aimed at consumers and with Law No. 6563 and the related regulation for commercial electronic messages; not to send commercial messages without the recipients' consent,
• to use the Seller's brands, logos and product images only as permitted by the Seller, without alteration and without harming the brand's reputation,
• not to collect payments or deposits from buyers on the Seller's behalf.

8. Confidentiality and personal data

8.1. The Agent keeps confidential the customer, order, price and commission information it accesses through the panel, uses it only for the intermediary activity under these Terms and does not share it with third parties. This obligation continues after the relationship ends.

8.2. The Agent processes personal data it accesses in accordance with the Personal Data Protection Law No. 6698 and only on the Seller's instructions, takes the necessary measures to secure the data and deletes the personal data in its possession when the relationship ends. The Agent's own personal data is processed in accordance with the Privacy and Personal Data Protection Notice.

9. Term and termination

9.1. The relationship is for an indefinite term. Either party may terminate it by giving thirty days' prior written notice. The Seller may terminate with immediate effect and close the account in the event of a breach of these Terms, misleading practices, harm to the brand's reputation or breach of law.

9.2. Commissions on orders placed before the termination date that accrue later under clause 6.2 are paid, subject to the cancellation and return provisions. Upon termination, the Agent's sales links are deactivated.

10. Changes

The Seller may amend these Terms. Amendments are published as a new version and apply to orders placed and commissions accrued after the publication date.

11. Notices

Notices to the Agent are sent to the email address registered in the panel. The Agent may send its notices through the following channels:

• in writing to 100. Yıl Mah. Nato Cad. No: 170/D-5, Bandırma / Balıkesir, delivered by hand or through a notary

12. Evidence, governing law and jurisdiction

The parties agree that the Seller's commercial books and the electronic records of the panel constitute valid evidence under Article 193 of the Code of Civil Procedure No. 6100, without prejudice to the right to submit counter-evidence. These Terms are governed by the laws of the Republic of Türkiye, and the Courts and Enforcement Offices of Bandırma have jurisdiction over disputes.

This is a translation; in case of discrepancy the Turkish text prevails.