Terms and Conditions

WORLDEF GLOBAL ORGANİZASYON A.Ş.

GENERAL PARTICIPATION AND SPONSORSHIP (B2B) TERMS AND CONDITIONS

These General Participation and Sponsorship Terms and Conditions (“General Terms and Conditions”), Tax ID No.: 8550427603, Address: Tantavi Mah. Estergon Cad. Exen İstanbul F Blok No: 24 F / 161 Ümraniye / İSTANBUL at which address WORLDEF Global Organizasyon A.Ş. (“ORGANIZER”) is domiciled, set forth the fixed and standard legal principles governing the commercial relationship between the ORGANIZER and natural or legal person participants/sponsors (“PARTICIPANT”) wishing to participate in all fairs, summits, conferences, sponsorship programs and similar events (“Event”) organized or arranged by the ORGANIZER.

By signing or electronically approving the “Participation Form” containing the commercial terms specific to the relevant Event (including matters such as the name, date and location of the Event, the size and location of the participation/booth area to be allocated, the scope of the package purchased, the fee and payment schedule), the PARTICIPANT declares that it has had the opportunity to read and review all of these General Terms and Conditions in advance, has understood their content, and freely and unconditionally accepts them.

ARTICLE 1: PURPOSE AND SCOPE

1.1. The purpose of these General Terms and Conditions is to subject the legal relationship between the PARTICIPANT participating in Events organized by the ORGANIZER and the ORGANIZER to uniform and predetermined principles, without separate negotiation for each Event and each participant.

1.2. These General Terms and Conditions shall apply in the same manner to all Events organized by the ORGANIZER and to all PARTICIPANTS, unless otherwise expressly agreed in writing in the Participation Form.

1.3. These General Terms and Conditions govern only the (B2B) commercial relationship between the ORGANIZER and professional business partners (parties acting as merchants/tradespersons in the capacity of participant, sponsor or similar). The relationship of the Events with visitors, spectators or ticket holders (B2C) is governed separately and on a different legal basis within the framework of the applicable legislation, in particular Law No. 6502 on Consumer Protection, and is outside the scope of these General Terms and Conditions.

1.4. These General Terms and Conditions and the Participation Form together constitute the agreement (“Agreement”) between the PARTICIPANT and the ORGANIZER; the relationship between them is governed by Article 3.

ARTICLE 2: DEFINITIONS

a) Event: the fair, summit, conference, sponsorship organization or similar organization arranged by the ORGANIZER, the name, date and location of which are specified in the Participation Form,

b) Participation Form: the document containing the commercial terms specific to the relevant Event for the PARTICIPANT (package, area size, fee, payment schedule, due date, etc.), prepared by reference to these General Terms and Conditions and signed or electronically approved by the PARTICIPANT,

c) PARTICIPANT/Sponsor: the natural or legal person that signs/approves the Participation Form and participates in the Event,

d) Participation/Booth Area: the physical or (where applicable) virtual area allocated to the PARTICIPANT for the duration of the Event, the size and location of which are specified in the Participation Form,

e) Package: the participation/sponsorship package purchased by the PARTICIPANT, the scope of which is specified in the Participation Form, together with the rights and services associated with such package,

f) Annexes: the Participation Form, which is an integral part of these General Terms and Conditions, and, if any, the Participant Handbook, technical specifications and similar documents provided in advance in writing (including by e-mail) by the ORGANIZER to the PARTICIPANT,

g) Legislation: all applicable legislation governing these General Terms and Conditions, including in particular the Turkish Code of Obligations No. 6098, the Turkish Commercial Code No. 6102 and the Law No. 6698 on the Protection of Personal Data.

ARTICLE 3: FORMATION OF THE AGREEMENT, ACCEPTANCE AND HIERARCHY OF DOCUMENTS

3.1. These General Terms and Conditions and the Participation Form signed/approved by the PARTICIPANT together constitute the Agreement and form an integral whole.

3.2. Before the Participation Form was signed/approved, the ORGANIZER made the full text of these General Terms and Conditions available to the PARTICIPANT through its website and provided a reasonable period and opportunity for the PARTICIPANT to become familiar with their content. The PARTICIPANT’s signing or electronic approval of the Participation Form means that all of these General Terms and Conditions have been read, their content has been understood and they have been freely accepted; the parties agree that this declaration satisfies the information and acceptance requirement within the meaning of Article 21 of the Turkish Code of Obligations No. 6098.

3.3. In the event of a conflict between these General Terms and Conditions and the Participation Form, the Participation Form shall prevail with respect to commercial matters such as the fee, due date, package scope and area size, while these General Terms and Conditions shall prevail with respect to legal principles such as liability, termination, force majeure, contractual penalty, protection of personal data and dispute resolution.

3.4. The ORGANIZER may update these General Terms and Conditions with prospective effect and publish the current version on its website. For a PARTICIPANT that has previously signed/approved a Participation Form, the provisions of the General Terms and Conditions in force on the date of signature/approval of its Agreement shall remain valid for that Agreement; an update shall not apply retroactively to Agreements already formed.

ARTICLE 4: REGISTRATION AND PARTICIPATION PROCESS

4.1. For participation in the Event, the PARTICIPANT shall complete and sign the Participation Form in full or approve it electronically and submit it to the ORGANIZER together with any required advance payment, if applicable.

4.2. The ORGANIZER has the right to accept or reject each participation application based on its own commercial and operational assessment, within the framework of the principle of good faith and the principle of equal treatment. If an application is rejected without any fault, false/incomplete statement or adverse commercial reference concerning the PARTICIPANT, payments made up to that date shall be refunded to the PARTICIPANT. If an application is rejected on the basis of a false, incomplete or misleading statement by the PARTICIPANT or because it poses a serious risk to the ORGANIZER or third parties, the ORGANIZER shall refund the remaining amount after deducting its loss from the payments made.

4.3. The PARTICIPANT represents and undertakes that the information contained in the Participation Form and, if any, in other information and documents submitted to the ORGANIZER is accurate, complete and up to date.

ARTICLE 5: ALLOCATION AND USE OF THE PARTICIPATION/BOOTH AREA

5.1. The size and location of the participation/booth area to be allocated to the PARTICIPANT shall be specified in the Participation Form.

5.2. The location of the area within the layout shall be determined by the ORGANIZER within the framework of the ORGANIZER’s general layout plan and organizational needs, taking the PARTICIPANT’s preferences into consideration to the extent possible.

5.3. In the event of (i) technical or architectural requirements of the event venue, (ii) security, fire safety or occupational safety requirements imposed by competent authorities, (iii) changes that become mandatory in the general layout plan, or (iv) force majeure events defined in Article 10, the ORGANIZER may relocate the PARTICIPANT’s area to another point within the Event venue, provided that the size and essential characteristics specified in the Participation Form are preserved (reasonable equivalence in terms of frontage/location). Such change shall be notified to the PARTICIPANT in writing (including by e-mail) as soon as possible, stating the reason.

5.4. A relocation made pursuant to Article 5.3 and in compliance with the equivalence condition shall not, by itself, entitle the PARTICIPANT to a fee reduction, compensation or the right to rescind/terminate the Agreement. If the new area clearly fails to meet the equivalence criteria, the PARTICIPANT may first request the allocation of an equivalent area; if this cannot be provided, the PARTICIPANT may request a proportional fee reduction within the limits of Article 12.3. The parties agree that this provision does not grant the ORGANIZER a unilateral and unlimited authority to amend the Agreement within the meaning of Article 24 of the Turkish Code of Obligations No. 6098, but constitutes a limited operational authority subject to objective criteria and an equivalence guarantee.

5.5. The PARTICIPANT agrees that it shall use the allocated area only for the purpose and within the scope specified in the Participation Form; that it may not transfer, lease or sublet all or any part of the area to third parties without the ORGANIZER’s prior written approval, may not host sub-participants, and may not allocate the area for the display of third-party brands or products.

ARTICLE 6: PARTICIPANT OBLIGATIONS AND EVENT RULES

6.1. The setup and dismantling schedule, procedures for entry to and exit from the area, working hours, and other organizational rules and details regarding use of the event venue shall be determined by the ORGANIZER and notified to the PARTICIPANT in writing before setup. The PARTICIPANT agrees to comply with the rules and instructions notified to it and to ensure that its personnel, subcontractors and third parties assigned in its area also comply with such rules.

6.2. Any damage caused, through the fault of the PARTICIPANT, its personnel or subcontractors working in its area, to the venue, technical equipment or third parties (including other participants, visitors and the ORGANIZER) during use of the Event venue shall be compensated by the PARTICIPANT upon the ORGANIZER’s first written request, in the amount of the actual damage determined by an independent expert.

6.3. The PARTICIPANT undertakes that all products, services and content displayed, promoted or distributed in its area comply with the applicable legislation (including product safety, conformity certification, import and customs legislation) and do not infringe the rights of third parties under the Industrial Property Law No. 6769 and the Law No. 5846 on Intellectual and Artistic Works. Any administrative sanctions, compensation claims and losses asserted against the ORGANIZER due to a breach of this undertaking shall be recoverable from the PARTICIPANT in proportion to its fault.

6.4. The PARTICIPANT is responsible for completing all necessary formalities, including customs, security and insurance obligations, relating to products and materials brought from abroad.

6.5. The PARTICIPANT acknowledges that, with respect to the employees assigned in its own area, it has the status of employer within the meaning of the Occupational Health and Safety Law No. 6331, and that the obligations arising from such Law concerning risk assessment, training, health surveillance and taking necessary measures belong to it. The parties agree that, because the same work area is shared by more than one employer, the cooperation and coordination obligation arising under Article 23 of Law No. 6331 shall be provided by the ORGANIZER and that the PARTICIPANT shall comply with the ORGANIZER’s instructions within this scope.

6.6. The PARTICIPANT shall conduct its promotional and marketing activities only within the area allocated to it and within the rights granted in the Participation Form. No brochure/promotional distribution, roaming promotion or other activities creating the impression of association with the Event may be carried out in the common areas, entrances or surroundings of the Event venue without the ORGANIZER’s written permission.

6.7. If the PARTICIPANT acts contrary to these General Terms and Conditions, the Participation Form or organizational rules and such breach is not remedied within the reasonable period specified in the ORGANIZER’s written notice (including by e-mail), the ORGANIZER may, provided that the measure is proportionate to the severity of the breach and that the least severe measure is applied first, take measures such as requesting removal of the material subject to the breach, temporarily suspending technical services (electricity, etc.) or closing the area to visitor access. In cases involving life safety, fire risk or an instruction of a competent authority, such measures may be applied immediately without waiting for notice or a cure period. If such measures are applied due to a breach arising from the PARTICIPANT’s fault, the amount paid shall not be refunded; the ORGANIZER’s termination rights under Article 15 are reserved.

ARTICLE 7: FEES, PAYMENT AND DEFAULT

7.1. The PARTICIPANT agrees to pay the fee relating to the Package purchased, in accordance with the amount, due date and payment method specified in the Participation Form, exclusive of VAT unless otherwise stated, to the bank account to be notified by the ORGANIZER.

7.2. If the PARTICIPANT fails to perform its payment obligation on the due dates specified in the Participation Form, late/default interest at the rate of 5% (five percent) per month shall be applied to the amount in default. The parties agree that, pursuant to the first paragraph of Article 8 of the Turkish Commercial Code No. 6102, the interest rate may be freely determined in commercial transactions and that this rate is a proportionate rate appropriate to the parties’ status as merchants and to the commercial nature of the transaction.

7.3. If the PARTICIPANT fails to make more than two of the payments stipulated in the Participation Form on time, the ORGANIZER may suspend the PARTICIPANT’s participation/sponsorship right or terminate the Agreement pursuant to Article 15. In such case, payments made up to that date shall be evaluated within the cancellation/refund regime set out in Article 8.

7.4. The Agreement fee is determined exclusive of VAT, and VAT and any other indirect taxes shall be borne separately by the PARTICIPANT. Stamp tax relating to this Agreement shall, without prejudice to the joint and several liability of the signing parties under the Stamp Tax Law No. 488, be borne by the PARTICIPANT in the relationship between the parties.

7.5. The PARTICIPANT may not set off or deduct any receivable it has from the ORGANIZER against its payment obligations arising from this Agreement without the ORGANIZER’s written approval.

ARTICLE 8: PARTICIPANT WITHDRAWAL, POSTPONEMENT OR CANCELLATION OF THE EVENT

8.1. PARTICIPANT’s Withdrawal from the Agreement

a) If the PARTICIPANT withdraws from the Agreement at least 30 (thirty) days before the Event date, 50% (fifty percent) of the payments made up to that date shall be refunded by the ORGANIZER to the PARTICIPANT; the remaining 50% shall be retained by the ORGANIZER in consideration of the organizational preparations made up to that date (allocation of space, planning, relationships established with third parties, etc.).

b) In withdrawals occurring less than 30 (thirty) days before the Event date, payments made by the PARTICIPANT up to that date shall not be refunded and the entire fee stipulated in the Participation Form shall become due and payable.

c) Notice of withdrawal shall be made in writing (including by e-mail) and shall take effect at the moment it reaches the ORGANIZER.

d) The parties agree that the rates and periods in this article do not constitute a withdrawal payment within the meaning of Article 178 of the Turkish Code of Obligations No. 6098, but constitute a contractual procedure and schedule arrangement appropriate to the nature of the commercial relationship.

8.2. Postponement of the Event

If the Event is postponed by the ORGANIZER, the PARTICIPANT’s participation/sponsorship rights shall be transferred to the new Event date without any additional fee being charged. If the postponement is caused by a force majeure event as defined in Article 10, payments made by the PARTICIPANT shall not be refunded and the rights shall be transferred to the new date; if the PARTICIPANT notifies within no later than 45 (forty-five) days that it will be unable to participate on the new date, the remaining amount shall be refunded after deducting expenses actually incurred up to that date that have provided a tangible benefit to the PARTICIPANT.

8.3. Complete Cancellation of the Event

a) If the cancellation results from force majeure under Article 10, the ORGANIZER shall refund the remaining amount to the PARTICIPANT within a reasonable period after deducting organizational expenses actually incurred up to that date that have provided a tangible benefit to the PARTICIPANT.

b) If the cancellation results from the ORGANIZER’s own decision other than due to force majeure, all payments made by the PARTICIPANT shall be refunded to the PARTICIPANT. The PARTICIPANT agrees that, with respect to the refund amount, it shall not claim interest, exchange-rate difference, maturity difference or any other compensation in addition to the principal amount.

ARTICLE 9: OBLIGATIONS OF THE ORGANIZER

9.1. The ORGANIZER shall determine the location, date, duration, opening-closing hours and participation conditions of the Event and notify the PARTICIPANT thereof.

9.2. The ORGANIZER undertakes to provide, with reasonable care and effort (best-efforts obligation), the allocation of area and the rights and services within the scope of the Package committed to in the Participation Form. The ORGANIZER does not provide any guarantee regarding the number of visitors to the Event, participant profile, business connection or commercial outcome; projections contained in promotional materials do not constitute binding commitments.

ARTICLE 10: FORCE MAJEURE

10.1. Earthquake, flood, fire, epidemic disease, war, act of terrorism, civil unrest, general strike, decision of a competent authority, change in applicable legislation, or similar circumstances arising beyond the reasonable control of the parties and which are unforeseeable/unavoidable (“Force Majeure”) shall be evaluated within the framework of Articles 136 and 137 of the Turkish Code of Obligations No. 6098.

10.2. If a Force Majeure event makes the performance of a party’s obligation partially or completely impossible or reasonably delays it, the affected party shall notify the other party in writing without delay. Performance obligations shall be suspended for the duration of the effect of the Force Majeure, and the affected party shall not be deemed in default for such period.

10.3. The PARTICIPANT’s payment obligation may not be considered within the scope of Force Majeure solely on the grounds of economic hardship, inability to obtain financing or failure of its own commercial expectations to materialize.

10.4. If, due to a decision of a competent authority, the Event cannot physically be held at the planned capacity, the ORGANIZER may conduct the Event partially or entirely in an online/hybrid format; in such case, the value corresponding to rights specific to the physical area shall be proportionately deducted from the fee paid or transferred to a subsequent event.

10.5. If the Force Majeure event continues for more than 60 (sixty) days, either party may terminate the Agreement by written notice to the other party, without prejudice to obligations already performed up to that date.

ARTICLE 11: INTELLECTUAL PROPERTY AND USE OF TRADEMARKS

11.1. All intellectual and industrial property rights relating to the Event (including but not limited to trademarks, logos, visual identity, slogans, event concept and production content) belong exclusively to the ORGANIZER under the Law No. 5846 on Intellectual and Artistic Works and the Industrial Property Law No. 6769.

11.2. Event content (photographs, videos, logos, etc.) shared with the PARTICIPANT by the ORGANIZER and expressly permitted for use may be used by the PARTICIPANT only on its own corporate communication and social media channels and may not be transferred to third parties for commercial purposes.

11.3. The PARTICIPANT consents to the use of its trade name, registered trademarks, logo and visual/audio recordings taken in relation to its area within the scope of the Event for the purpose of promoting and marketing the ORGANIZER’s future events, such consent remaining valid after termination of this Agreement. This consent does not affect the PARTICIPANT’s ownership rights over its trademarks and trade name; it is limited exclusively to use for the stated promotional/marketing purposes and the PARTICIPANT’s brand may not be used in a manner that damages its reputation or is misleading.

11.4. Termination of the Agreement shall also automatically terminate the trademark/logo usage right granted to the PARTICIPANT; the PARTICIPANT is obliged to cease all use of the ORGANIZER’s trademarks and visual elements within a reasonable period (no later than 15 days) from the termination date.

ARTICLE 12: LIABILITY AND CONTRACTUAL PENALTY

12.1. General Principle of Liability

The risk of accident, damage, loss and theft relating to the PARTICIPANT’s own area, products, equipment and belongings belongs exclusively to the PARTICIPANT. The PARTICIPANT is personally responsible for obtaining such insurance as it deems necessary for its own area and belongings.

12.2. Contractual Penalty

If the PARTICIPANT acts in breach of the trademark/visual usage restrictions (Article 11), the confidentiality obligation (Article 14) or the prohibition on assignment (Article 15), the ORGANIZER reserves the right to claim a contractual penalty equal to the Agreement fee pursuant to Articles 179 et seq. of the Turkish Code of Obligations No. 6098. Since these breaches relate to obligations of a continuing nature, the parties agree, contrary to the rule on elective rights in the first paragraph of Article 179 of the same Code, that the contractual penalty may be claimed TOGETHER WITH a request to remedy/cease the breach. Payment of the contractual penalty does not eliminate the ORGANIZER’s right to claim its actual loss exceeding the contractual penalty by proving the PARTICIPANT’s fault.

The legal consequences of payment default and withdrawal from/cancellation of the Agreement are outside the scope of the contractual penalty provision in this article and are governed exclusively by Article 7 and Article 8; both the contractual penalty and the sanctions under Article 7/8 shall not be applied together for the same act.

12.3. Limitation of Liability

The ORGANIZER’s total financial liability arising from this Agreement, regardless of the cause, shall not exceed the total amount actually paid by the PARTICIPANT. The ORGANIZER shall not be liable for indirect damages, loss of profit, loss of business or customers, or loss of reputation.

The parties agree that, pursuant to Article 115 of the Turkish Code of Obligations No. 6098, liability arising from the ORGANIZER’s intent or gross negligence cannot be limited in advance and that the limitations in this article do not cover such cases or liability arising from death or bodily injury.

ARTICLE 13: PROTECTION OF PERSONAL DATA

13.1. The parties agree that, within the scope of performance of this Agreement, they shall process personal data belonging to each other’s authorized/relevant employees (name-surname, title, contact information, etc.) in the capacity of data controller as defined in Article 3 of the Law No. 6698 on the Protection of Personal Data (“KVKK”) and solely for the limited purpose of entering into and performing this Agreement.

13.2. The PARTICIPANT acknowledges that, with respect to personal data it collects directly from visitors in its area and through its own systems (business card scanning, form completion, etc.), it itself has the status of data controller pursuant to Article 3 of KVKK and that the ORGANIZER does not have the status of data controller or data processor in relation to such data. The PARTICIPANT is solely responsible, with respect to the data it collects, for fulfilling the information obligation under Article 10 of KVKK and, where necessary, the obligation to obtain explicit consent.

13.3. The PARTICIPANT is solely responsible for obtaining the approvals required under the Law No. 6563 on the Regulation of Electronic Commerce with respect to commercial electronic communications it will send using contact information collected at its booth.

ARTICLE 14: CONFIDENTIALITY

14.1. The parties undertake to keep confidential the non-public commercial, financial and technical information belonging to each other that is obtained during the negotiation and performance of this Agreement, not to share it with third parties, and to use it solely for the purpose of performing this Agreement. This obligation shall remain in force for 2 (two) years after termination of the Agreement.

ARTICLE 15: PROHIBITION ON ASSIGNMENT AND TERMINATION

15.1. The PARTICIPANT may not assign or transfer, in whole or in part, its rights and obligations arising from this Agreement to third parties without the ORGANIZER’s prior written approval.

15.2. If either party breaches a material obligation arising from this Agreement and such breach is not remedied within the reasonable period specified in the other party’s written notice despite such notice, the party sending the notice may unilaterally terminate the Agreement.

15.3. If a bankruptcy, concordat or liquidation decision is issued in respect of the PARTICIPANT or if the PARTICIPANT suspends its payments, the ORGANIZER may terminate the Agreement immediately without notice or granting any period.

15.4. Termination of the Agreement shall not affect receivables that became due and payable before the termination date or the application of Articles 8, 11, 12, 13, 14, 16 and 19; these articles shall remain valid after termination.

ARTICLE 16: REPRESENTATIONS AND UNDERTAKINGS

16.1. The PARTICIPANT represents that it is authorized to enter into and perform this Agreement and that the person signing/approving the Agreement has authority to represent it.

16.2. The PARTICIPANT acknowledges that it has made the decision to participate in the Event based on its own commercial assessment and that the data in the ORGANIZER’s promotional materials are in the nature of projections and cannot be construed as commitments.

16.3. The parties undertake that, during the negotiation and performance of this Agreement, they shall comply with the anti-bribery and anti-corruption legislation in force and shall not offer any improper benefit to each other’s employees or representatives.

ARTICLE 17: NOTICES

The parties accept the addresses and e-mail addresses specified in this Agreement or in the Participation Form as their notice addresses. Unless changes of address are notified to the other party in writing, notices made to the existing addresses shall be deemed valid.

ARTICLE 18: ENTIRE AGREEMENT, AMENDMENTS AND INTERPRETATION

18.1. Pursuant to Article 3.2, the ORGANIZER has provided the PARTICIPANT with the full text of these General Terms and Conditions in advance and has given it the opportunity to review them.

18.2. If any provision of these General Terms and Conditions is not clear and understandable or is capable of more than one meaning, it shall, pursuant to Article 23 of the Turkish Code of Obligations No. 6098, be interpreted against the ORGANIZER and in favor of the PARTICIPANT.

18.3. These General Terms and Conditions together with the Participation Form supersede all prior oral/written discussions, offers and understandings between the parties regarding the participation/sponsorship relationship.

18.4. Subject to Article 3.4, any amendment to these General Terms and Conditions and the Participation Form shall become valid through a written addendum to be signed by the authorized representatives of the parties.

18.5. The failure or delay of either party in exercising any right arising from this Agreement shall not mean that it has waived such right.

18.6. If any provision of these General Terms and Conditions is deemed invalid or unenforceable, the validity of the other provisions shall not be affected; the parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely reflects its purpose.

18.7. These General Terms and Conditions have been executed in Turkish. In the event of translation into a foreign language, only the Turkish text shall prevail for purposes of interpretation and implementation.

ARTICLE 19: GOVERNING LAW AND COMPETENT COURT

19.1. Turkish law shall apply to the interpretation and implementation of this Agreement and to the resolution of any disputes that may arise from the Agreement.

19.2. The parties, in their capacity as merchants pursuant to Article 17 of the Code of Civil Procedure No. 6100, agree that the Istanbul (Çağlayan) Courts and Enforcement Offices shall have exclusive jurisdiction over the resolution of disputes arising from this Agreement.

ARTICLE 20: ENTRY INTO FORCE

These General Participation and Sponsorship Terms and Conditions consist of 20 (twenty) articles and shall enter into force on the date the relevant Participation Form is signed or electronically approved by the PARTICIPANT, and shall remain valid throughout the Event and until the occurrence of the termination events provided for in these General Terms and Conditions.