[Unofficial English translation — provided for information purposes only. This is not a certified/sworn translation. In case of any discrepancy, the Turkish original prevails.]
1. PARTIES
This agreement has entered into force, on the date of its electronic approval, between, on one side, İlanpa Bilgi Teknolojileri Pazarlama Turizm ve Tic. Ltd. Şti., located at the address Cikcilli Mah. 220 Sk. Turka Sitesi A Blok No:1/C Alanya/Antalya (hereinafter referred to as “İLANPA”), and, on the other side, the legal entity or natural-person merchant who creates a membership by declaring their corporate information on the platform (hereinafter referred to as the “CORPORATE MEMBER”).
The CORPORATE MEMBER is obliged to provide, accurately, currently, and completely, the trade name, MERSİS/tax information, field of activity, authorized-person information, contact information, and the information of the sub-users/employees who will carry out transactions on the platform, which it declares when becoming a member. All transactions carried out from the sub-user accounts opened on behalf of the CORPORATE MEMBER are deemed to be transactions of the CORPORATE MEMBER, unless otherwise accepted in writing by İLANPA. The Member is personally responsible for the accuracy of the listings they publish on the platform. However, İLANPA has the right and the obligation, as required by legislation, to verify the identity of the listing provider and the business’s authorization document. Listing entry may be blocked through accounts that cannot be verified.
2. SUBJECT AND SCOPE OF THE AGREEMENT
The subject of this agreement is to regulate the conditions of the CORPORATE MEMBER’s use of the İLANPA platform, portfolio management, obtaining marketing authorization from individual members, data and listing sharing within the scope of MLS/Solution Partnership, the purchase of listing packages and sponsored services, the principles of use of in-platform advertising credit, the rights and obligations of the parties, the termination conditions, the data-processing procedures, and the procedures and principles relating to dispute resolution.
İLANPA provides technical infrastructure as an electronic-commerce intermediary service provider and/or platform provider within the meaning of Law No. 6563. It is accepted by the parties that İLANPA is a technical service provider, that it does not provide payment services within the scope of Law No. 6493, and that payment functions may be configured separately only through the integration of a licensed bank or payment service provider.
3. DEFINITIONS
3.1. Solution Partnership: Refers to the system whereby corporate members open the listings in their portfolios to the access and marketing of other corporate members in return for a certain commission share.
3.2. Referral Bonus/Advertising Credit: Refers to the promotional digital right of use that İLANPA, at its own discretion, defines within the scope of a marketing campaign; that is not convertible to cash, not transferable to third parties, and usable only in certain in-platform advertising and visibility services offered by İLANPA.
3.3. Technical Service Provider: Refers to a service provider that, within the scope of Law No. 6493, provides only technical support, interface, verification, data processing, storage, communication network, or similar ancillary services in payment services; and that is not the owner of the transferred funds at any moment and does not dispose of the funds. İLANPA is merely a technical infrastructure provider in payment transactions. Collection and fund-transfer transactions are carried out by payment institutions licensed by the CBRT (TCMB). İLANPA does not hold users’ funds in its own accounts and does not provide payment services.
3.4. Sub-User: Refers to the employee, consultant, representative, or affiliated user authorized by the CORPORATE MEMBER and permitted to carry out transactions under the relevant corporate membership account.
3.5. Doping/Sponsored Office: These are additional services purchased for the purpose of promoting listings or the corporate identity.
3.6. The CORPORATE MEMBER may operate on the platform simultaneously in the statuses of portfolio manager (seller), individual buyer, and the party marketing the listings of other offices (solution partner).
4. ACCOUNT SECURITY AND MEMBER OBLIGATIONS
4.1. Password Security: The CORPORATE MEMBER is obliged to ensure the security of the username, password, OTP verification tools, device pairing, and other security elements allocated to it and to its sub-users. Sharing login information with third parties is prohibited. In cases such as unauthorized access, suspicious login, account takeover, data leakage, or an employee’s departure, the CORPORATE MEMBER must immediately notify İLANPA in writing through the registered communication channels and take the necessary access-closure measures.
4.2. Accuracy of Declarations: The CORPORATE MEMBER undertakes that all listings, prices, and portfolio information it shares on the platform are real, current, and compliant with legislation. All liability arising from misleading or deceptive listings belongs exclusively to the CORPORATE MEMBER. The CORPORATE MEMBER undertakes that all content — listings, photographs, video, price, portfolio description, owner or authorized-person information, license/authorization status, block-parcel, and the like — complies with the law, the rule of good faith, sectoral legislation, consumer law, personality rights, intellectual property provisions, and the relevant real estate trade legislation.
4.3. Mandatory Documents: The CORPORATE MEMBER undertakes that it holds the “Authorization Document” (Yetki Belgesi) required under the Regulation on Real Estate Trade. The CORPORATE MEMBER accepts that the validity of its Authorization Document is ongoing, that it will immediately notify İLANPA if events such as suspension/cancellation/expiry occur, and that İLANPA may perform periodic verification through the TTBS and/or the relevant official sources. Corporate members declare and undertake that they hold a valid “Authorization Document” under the Regulation on Real Estate Trade. The listings of members whose authorization document is cancelled or has expired are removed from publication by İLANPA without the need for any notice.
İLANPA has the right to query and verify the CORPORATE MEMBER’s “Authorization Document” through the TTBS pursuant to the Regulation on Real Estate Trade. The listings of members who have no authorization document or whose document is cancelled are removed from publication by İLANPA without the need for any notice.
4.4. Messaging Ethics: The CORPORATE MEMBER is obliged to comply with professional ethical rules in the communication it establishes with Individual Members through the messaging panel. Messaging may not be initiated before the Digital Property Presentation Form is approved. The CORPORATE MEMBER may process the personal data contained in the messaging content only for the purpose of presenting the real property; it may not take this data outside the platform or share it with third parties.
5. AUTHORIZATION AND SOLUTION PARTNERSHIP (MLS)
5.1. Authorization: It is determined through the digital reconciliation screen shown on the platform interface and verified by the parties via OTP, registered e-mail confirmation, an electronic approval button, and transaction records. As part of the pre-contractual information, İLANPA clearly presents to the parties the authorization term, the exclusivity status, the commission rate, VAT, the price-revision procedure, access to a copy of the agreement, and the ability to store/download it after approval.
5.2. MLS / Solution Partnership
The CORPORATE MEMBER may share, within the scope of the solution partnership system, only those listings that have the express approval of the individual member and that are marked as eligible for MLS sharing with other corporate members. This sharing is carried out within the framework of the data-minimization principle; the contact information and identity data belonging to the owner or individual member, and data not necessary for transaction security, are shared only when the nature of the work requires it and where a relevant legal ground exists.
Within the scope of MLS, competing corporate members have a right of access limited only to the mandatory commercial information relating to the listing. Commission structures, customer portfolio, past transaction volume, internal performance data, and other information in the nature of trade secrets are protected — to the extent the system architecture permits — by masking, role-based access, and recorded transaction authorizations.
With the authorization it receives from the individual member, the CORPORATE MEMBER may share the listings in its portfolio with the other offices in the system that it has accepted as solution partners, and determines the commission-sharing terms of the listings with the solution partners in the digital environment. The “Service Partnership Agreement” concluded in this process is binding between the parties, and İLANPA is not liable for the performance of this commercial obligation.
5.3. Price change and authorization control: The CORPORATE MEMBER is obliged to check through the system whether the authority to change the prices of the shared listing has been granted to it. İLANPA has the right to query corporate members’ authorization documents at any time through the Real Estate Trade Information System (TTBS) and to suspend the membership of those whose document is cancelled.
The CORPORATE MEMBER must comply with the authorization levels defined on the platform and the individual-member approval flow in critical transactions such as a price change, a change to the listing text, suspension of the listing, or republication. Transactions carried out by a user who has no authorization level may be deemed invalid, and the liability arising from such transactions belongs to the CORPORATE MEMBER.
5.4. Unfair competition and platform discipline
Acts constituting unfair competition include: entering fake/duplicate listings, disparaging a competing member, price manipulation, creating fake customers, copying an MLS listing without authorization, data scraping, evading off-contract commission via off-platform redirection, unauthorized use of photographs or visuals, false declaration regarding the TTBS/Authorization Document, and consumer-deceiving marketing activities.
İLANPA may apply graduated sanctions in such breaches: warning, content removal, reduction of visibility, freezing the listing, suspending the use of balance, temporarily closing the account, termination for just cause, and indemnification of damages. The CORPORATE MEMBER may not engage in activities that disparage other members or that manipulate the system with fake listings. This constitutes unfair competition pursuant to Art. 54 of the Turkish Commercial Code (TCC).
6. REFERRAL BONUS SYSTEM
6.1. The Referral Bonus system does not give rise to any membership fee, entry fee, mandatory purchase, transferable share right, or profit-sharing right.
The Referral Bonus system is earned only as a result of successful service partnerships (MLS transactions) realized through the platform. Merely bringing members to the system does not, on its own, give rise to a bonus right. Earned points may not be claimed in cash; they may only be used as a discount in in-platform services.
6.2. Earning Points: The CORPORATE MEMBER may earn advertising credit if the conditions determined by İLANPA in the relevant campaign period are met. Where the conditions determined by İLANPA are met, the corporate member earns 20 points for each new Individual Member it brings into the system with the referral code, and 100 points for each new Corporate Firm. The earning of advertising credit takes place only within the framework of a campaign structure arising from İLANPA’s own platform services and based on legitimate commercial transactions, and in accordance with the rules unilaterally announced by İLANPA. The referral relationship does not, on its own, give rise to any payment, earning, or receivable right.
6.3. Referral Earnings Limit: For corporate members, the depth of referral earnings is limited to a maximum of 1 (one) level; no graduated earnings may be obtained from sub-chains. Earning points depends solely on the actual commercial expenditures (advertising/service fee) of the directly referred user.
6.4. Nature and Use of Points: Advertising credits are not convertible to cash, not transferable to third parties, and may not be the subject of a pledge/data security; they may be used only in İLANPA’s listing package, sponsored listing, sponsored office, doping, or other in-platform services separately announced by İLANPA. They may not be converted into a gift voucher (this right belongs exclusively to individual members). İLANPA may cancel the advertising credits, stop their use, or reclaim them in the event it detects campaign abuse, fake referrals, automatic account creation, the creation of multiple memberships by the same person, the generation of artificial transactions, or use contrary to legislation. (case of termination)
6.5. Exception to the Pyramid-Selling Prohibition: This system is not a pyramid-selling system within the scope of Art. 80 of Law No. 6502; it is a “Digital Loyalty and Commercial Incentive” model in which the budget set aside from legitimate real-estate marketing service fees is shared among members.
7. İLANPA’S RIGHTS, TERMINATION AND RECOURSE
7.1. Unilateral Termination: İLANPA may terminate the agreement immediately or by granting a reasonable period — and block access — in the presence of platform security, ethical breaches, or commercial necessities, where a just cause exists. Just cause includes: a fake listing, the absence or invalidity of the authorization document, a serious complaint, a data breach, unfair competition, a transaction threatening platform security, systematic manipulation, a breach of a legal obligation, or instructions received from official authorities.
7.2. Termination Due to Inactivity: İLANPA may, by providing prior information, suspend or render passive accounts that have remained inactive for a long time, subject to the retention obligations arising from the relevant legislation.
7.3. Right of Recourse: İLANPA’s right of recourse against the CORPORATE MEMBER is reserved for all direct/indirect, pecuniary/non-pecuniary damages İLANPA suffers and the administrative fines it has to pay due to the CORPORATE MEMBER’s acts contrary to legislation (fake listing, unlicensed activity, etc.) or its relationships with third parties (Individual Member/Solution Partner). İLANPA’s recourse scope includes compensation paid to third parties, administrative fines, attorney and consultancy expenses, technical examination and data-security expenses, complaint-management costs, reasonable expenses for reputation repair, and litigation/enforcement expenses. The CORPORATE MEMBER’s liability is limited to the damages in respect of which its fault and a causal link exist.
8. İLANPA’S DISCLAIMER OF LIABILITY AND RIGHT OF RECOURSE
8.1. İLANPA, in its capacity as platform provider, provides technical infrastructure, digital matching, recording, and notification services. As a rule, İLANPA is not a party to the real-property sale/lease relationship between the parties, to the substance of the commission relationship, to the actual status of ownership, or to the underlying obligational relationship between third parties. However, the removal, notification, record-keeping, complaint-evaluation, and unlawful-content-intervention obligations arising from legislation are reserved.
İLANPA’s liability is assessed within the framework of the mandatory provisions of the relevant legislation, limited to its intent or gross negligence. The mandatory provisions of consumer law, personal-data-protection law, and those relating to public order are reserved.
Intermediary Service Provider Status: İLANPA is, pursuant to Law No. 6563, only an “Intermediary Service Provider” that provides technical infrastructure. It may not be held liable for the accuracy of listing content, the ownership status, or the recourse relationships between corporate members. Likewise, İLANPA may not be held liable for the CORPORATE MEMBER’s commercial, financial, or legal relationship (commission collection, service defect, etc.) with Individual Members or other Solution Partners. Although İLANPA is not under an obligation to match the ownership information in listings with the title-deed records, it reserves the right, when it receives a complaint of a duplicate or baseless listing, to review the listings within 72 hours and remove them from publication. İLANPA is merely a technical infrastructure provider in payment transactions. Collection and fund-transfer transactions are carried out by payment institutions licensed by the CBRT (TCMB). İLANPA does not hold users’ funds in its own accounts and does not provide payment services.
8.2. Advance Acceptance of Damage: The CORPORATE MEMBER accepts and undertakes in advance to immediately indemnify all direct/indirect damages (brand loss, loss of profit, etc.) that İLANPA may suffer due to a fake listing, unlicensed activity, misleading declaration, or any act contrary to the agreement. For the damages İLANPA may suffer, its right to set off against the corporate member’s receivables in the system (points/balance) is reserved; if the balance is insufficient, recourse is had within the framework of the general provisions.
8.3. Extended Right of Recourse: İLANPA’s right of recourse against the CORPORATE MEMBER, together with its ancillary amounts, is reserved for any judicial/administrative sanction İLANPA may be subject to, the administrative fines it may have to pay, and the compensation paid to third parties, due to the activities or omissions of the CORPORATE MEMBER.
9. NOTIFICATIONS AND VALIDITY OF DIGITAL APPROVALS; EVIDENTIARY AGREEMENT
9.1. Nature of Written Notice: Pursuant to the provisions of the TCC and the Turkish Code of Obligations (TCO); every notification made to the CORPORATE MEMBER’s e-mail address registered in the system, and the “Authorization Approvals” and “Cancellation E-mails” sent, are accepted as written notice and as the contractual notification channel between the parties. The legally mandatory official service-of-notice procedures are reserved.
9.2. Conclusive Evidence Agreement (CCP Art. 193): The CORPORATE MEMBER accepts that all digital approvals, log records, and system-generated e-mails (including agreement annexes) realized through the İLANPA system — namely İLANPA system records, transaction logs, IP records, device information, OTP records, time stamps, transaction ID information, approval-screen records, and recorded electronic communication outputs, as well as the commission-sharing reconciliations on the MLS system — constitute conclusive evidence within the scope of an evidentiary agreement under Art. 193 of the CCP in all disputes between the parties. The parties’ rights of proof that cannot be waived by law are reserved.
9.3. Nature and Inseparability of the Digital Reconciliation Forms:
The digital reconciliation forms created on the platform for each individual listing/transaction (Annex 1, Annex 4, etc.) are documents containing commercial terms such as the property details, the authorization term, the commission rate ([Date Range], [Amount], [Rate]% + VAT — including the limit in Art. 20 of the Regulation on Real Estate Trade), price revision, and a penal clause. These forms are an inseparable part of, and an annex to, this agreement. The Member’s/Corporate Member’s approval of these forms in the digital environment (OTP, approval box, registered e-mail, etc.) is a binding, definite declaration of intent that satisfies the written-form requirement pursuant to Art. 520/3 of the Turkish Code of Obligations and constitutes conclusive evidence under Art. 193 of the CCP. In the event of a conflict between the main agreement and the form, the provisions of the reconciliation form specific to the relevant listing/transaction prevail.
10. COMPETENT COURT
In disputes arising from this agreement, the court of the corporate member’s place of residence as well as the Alanya Courts and Enforcement Offices are competent.
11. ENTRY INTO FORCE
The CORPORATE MEMBER shall be deemed to have accepted all the articles of this agreement and the KVKK (Personal Data Protection Law) texts that are an inseparable part of it at the moment it gives its digital approval at the registration stage. The current text of the agreement is presented to the CORPORATE MEMBER electronically, together with the approval date/time information; the CORPORATE MEMBER accepts that it can download and store the agreement text and access it for a reasonable period through its account.
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