Distance Sales Contract

ARTICLE 1: PARTIES

1.1. SELLER (SERVICE PROVIDER)

• Company Name: Denovate, LTD. (hereinafter referred to as "Denovate" or "SELLER")
• Address: 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ
• Email: info@denovate.app
• Phone: +44 7349 580908, +90 537 581 36 36
• Website: denovate.app

1.2. BUYER (SERVICE RECIPIENT)

• Name Surname / Company Name: [User's Name Surname / Trade Name]
• Identification Number / Tax Number: [User's ID Number / Tax Number]
• Address: [User's Address]
• Phone: [User's Phone Number]
• Email Address: [User's Email Address]

(Hereinafter referred to as "BUYER" or "User")

SELLER and BUYER are hereinafter referred to together as "Parties" and separately as "Party".

This Contract regulates the rights and obligations of the parties regarding the sale and provision of the service ("Service") ordered by the BUYER through the Denovate platform owned by SELLER in electronic environment, the characteristics and sales price of which are specified below, based on prepaid usage packages, in accordance with applicable consumer protection laws and distance contracts regulations.

The BUYER acknowledges and declares that they have been informed by SELLER in a clear, understandable, and internet-appropriate manner about all pre-information regarding the service subject to sale, such as SELLER's name, company name, open address, phone and other access information, basic characteristics of the service subject to sale, total sales price including VAT, payment method, conditions for starting to use the service and usage period, how to exercise the right of withdrawal, official authorities to which they can submit complaints and objections, and that they have confirmed these pre-information in electronic environment and then ordered the service in accordance with the provisions of this contract.

The pre-information on the Denovate platform and the invoice issued upon the order given by the BUYER are integral parts of this contract.

ARTICLE 2: SUBJECT AND SCOPE OF THE CONTRACT

2.1. The subject of this Contract is the determination of the rights and obligations of the Parties regarding the BUYER's receipt of service from the "Denovate" platform software ("Platform" or "Service") owned by SELLER through the denovate.app website in electronic environment, by purchasing a prepaid usage package for a certain period, and the use of this service.

2.2. Description of Service: Denovate operates as a venture building company that develops and operates digital platforms, mobile applications, and web services. The Service is provided within the scope and duration of the usage package selected by the BUYER.

2.3. Basic Characteristics of the Service:

• Service Name: Denovate Premium Membership and Digital Services
• Usage Package: [Selected Usage Package: e.g., 3-Month Premium Package, 6-Month Professional Package]
• Service Scope: Varies according to the selected usage package, but generally includes advanced features, priority support, analytics reports, unlimited content uploads, communication tools, SEO optimization, etc. Detailed features are specified on the Platform and on the promotion page of the selected usage package.
• Usage Period: Determined according to the selected usage period. (e.g., 1 Month, 3 Months, 6 Months, 12 Months)
• Usage Package Fee (Total Price Including VAT): [Selected Package's Price Including VAT] (This fee is the total price including all taxes, valid for the entire selected package and usage period.)
• Payment Method: Credit Card / Debit Card / Other [To be specified]

ARTICLE 3: GENERAL PROVISIONS

3.1. The BUYER acknowledges, declares, and undertakes that they have read the pre-information form containing the basic characteristics of the service subject to the contract specified in Article 2, total usage package fee including VAT, payment method, conditions for starting to use the service, and SELLER's full trade name, open address, and contact information, have obtained accurate and complete information, have confirmed this information through permanent data storage (email, messaging through platform, etc.), and have given the necessary approval to start using the service.

3.2. The BUYER undertakes that all personal information and contact details (name, surname, identification number, email address, billing address, phone number, etc.) provided to SELLER during the establishment and performance of this Contract are accurate, current, and belong to them, and that they will immediately notify SELLER of any changes in this information. The BUYER is solely responsible for any damage that may arise due to incorrect or incomplete information. SELLER reserves the right to recourse against the BUYER if it suffers any damage for this reason.

3.3. The Service will be made available to the BUYER by SELLER in the manner determined and notified to the BUYER (generally by providing access to the platform with username and password) following the transfer of the fee for the usage package selected by the BUYER to SELLER's accounts. The delivery of the Service to the BUYER is carried out within a reasonable time, generally within 24 (twenty-four) hours at the latest, after the successful completion of the payment.

3.4. SELLER is obliged to provide the Service subject to this Contract during the usage period selected by the BUYER and within the defined features of that package. Although SELLER does not undertake that the Service will be uninterrupted and error-free, it will show maximum care to ensure the continuity of the Service and to eliminate possible technical malfunctions in the shortest time. Planned maintenance and update work may be announced to the BUYER a reasonable time in advance.

3.5. Platform and Content Responsibility:

3.5.1. Denovate operates as a venture building company that develops and operates digital platforms, and the content, analysis, and recommendations it provides are for informational and support purposes. No content provided by Denovate is of a commercial advice, guarantee, or professional consultancy nature and cannot be interpreted as such.

3.5.2. The BUYER is obliged to evaluate all information, communication, and business opportunities obtained through Denovate in the light of their own professional knowledge and experience.

3.5.3. The BUYER is responsible for the confidentiality and security of the data they enter while using Denovate (business information, content, photos, personal notes, etc.). The BUYER accepts and undertakes that the data they upload or enter to the platform is lawful and does not violate third parties' rights (intellectual property, personal data, etc.).

3.6. Intellectual Property:

All intellectual and industrial property rights on the Denovate platform, its software, design, texts, images, and all other elements belong exclusively to SELLER. Through this Contract, only the right to use the Service (a limited, non-exclusive, non-transferable license) is granted to the BUYER for the duration of the selected usage package and in accordance with the contract conditions. The BUYER cannot copy, reproduce, reverse engineer, attempt to access source code, distribute, sell, or grant sub-licenses.

3.7. Terms of Use:

The BUYER agrees to comply with the "Terms of Service", "Privacy Policy", and "Data Disclosure Statement" published and updated from time to time by SELLER on the Platform while using the Denovate platform. These documents are integral parts of this Contract.

3.8. Technical Requirements:

The BUYER is obliged to provide the technical infrastructure and equipment such as internet connection, current web browser, and compatible device necessary to benefit from the Denovate service. SELLER is not responsible for access problems arising from the failure to provide these requirements.

3.9. SELLER reserves the right to make changes at any time to the Denovate platform and the services it offers, features, usage package prices, and terms of use. Such changes will enter into force from the moment they are published on the platform. The BUYER is deemed to have accepted these changes by continuing to use the platform. Essential changes (especially usage fee changes) may be notified to the BUYER additionally via email.

ARTICLE 4: USAGE PACKAGES, PRICING, AND PAYMENT

4.1. Usage Package and Period Selection and Fee: The BUYER accepts to pay the current total usage fee including VAT specified on the Platform by selecting one of the prepaid usage packages offered on the Denovate platform and determining its period. Usage fees are collected in advance according to the selected package and period.

4.2. Payment Method: Payments are made by credit card or debit card through secure payment systems offered on the Platform. The BUYER is responsible for the accuracy of the card information provided and for being authorized to use the card. If the payment cannot be made due to reasons such as incorrect or invalid card information, insufficient limit, etc., the usage package will not be started, or an active usage package may be suspended or terminated by SELLER.

4.3. Billing and Taxes: All applicable taxes will be added to your usage package fees. You agree to provide current, complete, and accurate purchase and account information for all transactions made through the Platform.

4.4. Usage Package Fee Changes: SELLER reserves the right to change usage package fees (including VAT) at any time. Price changes will be effective after the change date, and changes will be notified to the BUYER at least 30 (thirty) days in advance via email or through the platform.

4.5. Usage Package Cancellation and Refund Conditions:

4.5.1. The BUYER can cancel the usage package at any time through the Platform or by making a written notification to SELLER. The cancellation request becomes effective as of the last usage date of the current prepaid usage package. The BUYER continues to benefit from the Service until the end of the last usage date of the relevant prepaid usage package.

4.5.2. Refunds for fees of packages that have been started and/or partially used will not be made, except for the provisions of Article 5 (Right of Withdrawal) and exceptional conditions specified in the "Delivery and Return Terms" document to be provided separately by SELLER. In particular, if the BUYER terminates the usage package early at their own request, no fee refund will be made for unused periods.

4.6. Invoice: The invoice for the service fee will be sent to the BUYER's specified email address as an electronic invoice (e-invoice or e-archive invoice) showing the total usage package fee including VAT, or made accessible through the Platform.

ARTICLE 5: RIGHT OF WITHDRAWAL

5.1. The BUYER acknowledges and declares that there is no right of withdrawal in accordance with applicable distance contracts regulations, as the Service subject to this Contract is a service performed instantly in electronic environment and is an intangible good delivered instantly to the consumer. The BUYER is deemed to have accepted this situation in advance from the moment they gain access to the Service (e.g., activate the usage package and can log into the platform).

ARTICLE 6: DELIVERY AND REFUND TERMS

The delivery of the Service to the BUYER and possible refund conditions are regulated in detail in the document titled "Delivery and Return Terms" published separately on the Denovate platform, which is an integral part of this Contract. The BUYER declares that they have read and accepted this document.

ARTICLE 7: LIMITATION OF LIABILITY

7.1. SELLER does not guarantee that the Denovate service will fully meet the BUYER's special needs, be uninterrupted, error-free, secure, or of a certain quality. The Service is provided "AS IS" and "AS AVAILABLE".

7.2. The BUYER accepts that SELLER, its managers, employees, or affiliated companies shall in no way be liable for any direct, indirect, incidental, special, consequential, or punitive damages arising from the BUYER's use or inability to use Denovate, reliance on information obtained through Denovate (subject to the disclaimer of liability in Article 3.5), data loss, business interruption, or any other damage. This limitation of liability applies regardless of whether the damage arises from breach of contract, tort, or any other legal reason, and even if SELLER has been informed about the possibility of such damages.

7.3. SELLER's total liability under this Contract shall in any case be limited to the total usage package fee including VAT that the BUYER paid to SELLER for the last usage package before the date the alleged damage occurred.

7.4. The BUYER undertakes to use Denovate in compliance with laws and ethical rules, and not to engage in any action that is illegal, harmful, threatening, harassing, defamatory, or violates others' rights through the platform. Otherwise, all legal and criminal liability will belong to the BUYER.

ARTICLE 8: TERM AND TERMINATION OF THE CONTRACT

8.1. This Contract enters into force when read and approved by the BUYER in electronic environment and remains valid during the usage period of the prepaid package purchased by the BUYER.

8.2. The BUYER can terminate the usage package before the package's expiration date through the Platform or by notifying SELLER. Termination becomes effective at the end of the current usage package's expiration date.

8.3. SELLER's Termination Rights:

SELLER has the right to immediately terminate the BUYER's usage package and this Contract without notice in the following cases:

• BUYER's violation of any provision of this Contract or its annexes (Terms of Service, Privacy Policy, etc.)
• BUYER's failure to fulfill payment obligations on time or withdrawal of payment for any reason
• BUYER's use of the platform for illegal or unauthorized purposes
• Commencement of bankruptcy, concordat, or similar legal proceedings regarding the BUYER

8.4. In case the Contract is terminated for any reason, the BUYER's access to the Denovate platform will be immediately cut off. Termination does not eliminate the rights and obligations of the Parties that have arisen until the termination date. In particular, intellectual property, limitation of liability, and privacy provisions will remain in effect after the Contract ends.

ARTICLE 9: PRIVACY AND PROTECTION OF PERSONAL DATA

9.1. SELLER will process the personal data provided by the BUYER and the data generated during the BUYER's use of the Platform in accordance with applicable data protection laws, including the General Data Protection Regulation (GDPR) and UK GDPR.

9.2. Detailed information regarding the processing of personal data is included in SELLER's "Privacy Policy" and "Data Disclosure Statement" published on the Platform. The BUYER acknowledges, declares, and consents that they have read and understood these documents and consent to the processing of their personal data for the purposes and in the manner specified in these documents.

9.3. Business information, content, photos, personal notes, and other content ("User Content") uploaded or entered by the BUYER to the Denovate platform belong to the BUYER. SELLER can use User Content only for the purpose of providing the Service. SELLER will take necessary technical and administrative measures to ensure the confidentiality and security of User Content. However, SELLER does not guarantee absolute security of User Content.

ARTICLE 10: FORCE MAJEURE

Situations that develop outside the control of the Parties and make it impossible or delay the partial or complete fulfillment of the obligations and responsibilities assumed by the Parties under this Contract, such as natural disasters, war, terrorist acts, cyber attacks, changes in legislation, general epidemic diseases, strikes, lockouts, power outages, serious malfunctions in communication and internet infrastructure, are considered force majeure. In case of force majeure, the affected Party will immediately notify the other Party in writing. The obligations of the Parties are suspended during the force majeure period. If the force majeure lasts more than 30 (thirty) days, either Party has the right to unilaterally terminate the Contract.

ARTICLE 11: NOTIFICATIONS AND EVIDENCE AGREEMENT

11.1. All notifications to be made under this Contract will be made to the email addresses of the Parties specified in Article 1 of this Contract. Notifications made by email are deemed to have reached the addressee on the date they were sent. The BUYER accepts that the email address they notified when registering with SELLER is current and valid, and that notifications made to this address are deemed to have been served to them. It is the BUYER's responsibility to notify SELLER in writing of changes in the email address.

11.2. The Parties accept, declare, and undertake that SELLER's commercial books, records, and documents, computer and server records, email correspondence, and all kinds of digital traces and log records on the Platform will constitute definitive and exclusive evidence in disputes that may arise from this Contract, in the meaning of applicable evidence laws.

ARTICLE 12: APPLICABLE LAW AND COMPETENT COURT

12.1. The laws of England and Wales are applicable in the interpretation and application of this Contract.

12.2. In the resolution of all disputes arising from or related to this Contract, the courts of England and Wales are authorized.

ARTICLE 13: MISCELLANEOUS PROVISIONS

13.1. Integrity of Contract:

This Contract, together with its annexes, Terms of Service, Privacy Policy, Data Disclosure Statement, and Delivery and Return Terms, constitutes the entire agreement between the Parties and replaces all previous written or oral agreements on this subject.

13.2. Severability:

If any provision of this Contract is found to be invalid or unenforceable by a competent court or authority, this will not affect the validity of the other provisions of the Contract. The Parties will make good faith efforts to agree on a new provision that is valid, enforceable, and closest to the purpose of the original provision, replacing the invalid or unenforceable provision.

13.3. No Waiver:

The failure or delay of either Party to exercise any right or authority arising from this Contract does not mean that they have waived such right or authority.

13.4. Assignment:

The BUYER cannot assign or transfer the rights and obligations arising from this Contract to third parties without SELLER's prior written consent. SELLER can freely assign the rights and obligations arising from this Contract to its affiliated companies or to a successor company in case of a merger, acquisition, or asset sale.

13.5. Headings:

The article headings in this Contract are placed only for convenience and do not affect the interpretation of the Contract.

ARTICLE 14: EFFECTIVENESS

This Distance Sales Contract consisting of 14 (fourteen) articles has entered into force on the date it was read, understood, and accepted by the BUYER in electronic environment. The BUYER is deemed to have accepted all conditions of this contract at the moment they approve the order.