Distance Sales Agreement

This English translation is provided for convenience. The Turkish text is legally binding and prevails in case of any difference.

Parties

Provider

Registered company name: SCL TEKNOLOJİ ARAŞTIRMA VE DANIŞMANLIK ANONİM ŞİRKETİ
Trading name: Synthetic Consumer Lab (SCL)
MERSİS number: 0757108001900001
Trade registry: Istanbul Trade Registry (İstanbul Ticaret Sicili), registration no. 1099510
Registered office address: Akat Mah. Hare Sk. 2. Söltaş Evleri K-8 Blok No: 16 Beşiktaş/İstanbul
Telephone: 0212 351 54 65
E-mail: [email protected]
Website: https://synthetic-consumers.com
Professional chamber: Istanbul Chamber of Commerce (İstanbul Ticaret Odası), https://www.ito.org.tr
Intermediary service provider: None. The Agreement is concluded directly with SCL; no intermediary service provider acts on SCL's behalf in concluding the Agreement. The processing of card payments is explained in the "Price, payment and invoicing" section.

Buyer

The Buyer is the natural or legal person who creates an account on the Platform, places an order for Person-Question credits and, when placing the order as an Individual Buyer or a Corporate Buyer, provides their full name or registered company name, address, e-mail address and invoicing details (the "Buyer"). The Buyer's details appear in the order summary and in the order confirmation e-mail.

SCL and the Buyer are together referred to as the "Parties".

Definitions

Platform: The online software platform (SaaS) developed for synthetic consumer research and provided by SCL over the internet.
Account: The user account that the Buyer creates to access the Platform and to which the Buyer's credits are added.
Synthetic participant: A virtual participant generated on the Platform by artificial intelligence models that answers the questions in studies. Synthetic participants are not real people.
Person-Question: One question answered by one synthetic participant. For example, a study in which 10 questions are put to 200 synthetic participants comes to 2,000 Person-Questions.
Person-Question credit: A right to use the service that allows one Person-Question of use on the Platform. Purchased credits are a prepaid right to use the service; credits granted free of charge to a Demo account or as a gift cannot give rise to any refund.
Demo account: An account opened free of charge on registration with the Platform, to which gift Person-Question credits are added. The number of gift credits is shown on the Pricing page.
Package: The credit purchase options whose Person-Question unit price and any minimum purchase quantity are set out on the Pricing page (Pay as you go, Starter package and Value package), and the Enterprise terms determined by written agreement.
Order summary: The summary shown on the payment page immediately before the Buyer becomes bound to pay, setting out the package, the number of credits, the unit price, VAT and the total price including VAT.
Individual Buyer: A natural person who places an order by choosing the Individual option on the payment page. An Individual Buyer is treated as a consumer within the meaning of Consumer Protection Law No. 6502 (Tüketicinin Korunması Hakkında Kanun).
Corporate Buyer: A legal or natural person who places an order by choosing the Corporate option on the payment page, providing their registered company name or full name, tax office and tax identification number, and declaring that they are purchasing the credits in the course of their commercial or professional activity.
Pre-Contract Information Form: The information provided to the Buyer before the order under Article 5 of the Distance Contracts Regulation (Mesafeli Sözleşmeler Yönetmeliği) and published on the Pre-Contract Information Form page.
Durable medium: E-mail and similar means that allow the Buyer to store information sent to them without alteration, to copy it and to access it again in the same form.

Subject matter of the Agreement and nature of the credits

The subject matter of this Agreement is to set out, in accordance with Consumer Protection Law No. 6502, the Distance Contracts Regulation and Law No. 6563 on the Regulation of Electronic Commerce (Elektronik Ticaretin Düzenlenmesi Hakkında Kanun), the rights and obligations relating to the Buyer's purchase, for use on the Platform, of the number of Person-Question credits stated in the order summary, and to SCL's provision of the Platform service in return for those credits. The Pre-Contract Information Form approved by the Buyer forms an integral part of this Agreement.

The service under this Agreement is the Buyer's use of the Platform through their own account: the Buyer creates their own surveys and research designs on the Platform and has them answered by synthetic participants.

A Person-Question credit is a prepaid right to use the service, redeemable only on the SCL platform. It is not electronic money, cannot be exchanged for cash and cannot be transferred to another account. Purchased credits do not expire.

When a study is run on the Platform, one Person-Question credit is deducted from the account for each question answered by each synthetic participant. The credits in the account are used in the following order: first, credits granted free of charge or as a gift (including Demo account credits); then purchased credits, starting with the oldest order.

Conclusion of the Agreement and order confirmation

An account on the Platform is required to make a purchase; the credits are added to that account. An order is placed through the following steps:

The Buyer chooses the package and the number of credits they wish to purchase.
The Buyer chooses the Individual Buyer or Corporate Buyer option and enters their invoicing details.
On the payment page, the main characteristics of the service, the total price including VAT, information on the right of withdrawal and the cases in which the right of withdrawal cannot be exercised are shown together with the order summary. At this stage the Buyer can check the order and invoicing details and correct any input errors by going back to the previous steps.
The Buyer confirms that they have read and approve the Pre-Contract Information Form and this Agreement by ticking a checkbox that is not pre-ticked. In addition (including for orders placed with the Corporate option), by ticking a separate checkbox that is not pre-ticked, the Buyer confirms that they agree to performance of the service starting immediately, before the withdrawal period ends, and that they know they will therefore lose the right of withdrawal; the order cannot be completed without this confirmation.
The Buyer places the order, and becomes bound to pay, by pressing the "Confirm Order and Pay" ("Siparişi Onayla ve Öde") button, and completes the payment by entering their card details on iyzico's payment form.

The Agreement is concluded when these steps have been completed and iyzico has approved the payment. The payment page contains no pre-ticked additional services or paid options.

After the payment is approved, SCL confirms the order without delay on the Platform and also by an e-mail sent to the e-mail address registered to the Buyer's account. The confirmation e-mail contains the order summary, the Pre-Contract Information Form completed with the details specific to the order, and this Agreement. The Buyer can store these documents on a durable medium, print them and view them again at any time.

The version of this Agreement currently in force is published on this page. SCL keeps the version approved by the Buyer, together with the order record, for at least 3 (three) years and, at the Buyer's request, sends a copy by e-mail free of charge.

Price, payment and invoicing

The unit prices of credits and the package terms are published on the Pricing page. The total price payable by the Buyer, including all taxes, is shown in Turkish lira in the order summary on the payment page and becomes binding when the order is confirmed. Under Enterprise terms, the price is determined by written agreement between the parties.

Payment is made on the secure payment page operated by iyzi Ödeme ve Elektronik Para Hizmetleri A.Ş. ("iyzico"), using a Visa- or Mastercard-branded credit or debit card. If instalment options are offered, they are shown on the payment page together with the total amount payable, including any instalment charge. Card details are entered only on iyzico's payment form; SCL does not see or store the card number, expiry date or security code (CVV/CVC). Under written agreements on Enterprise terms, the price may also be paid by bank transfer or EFT against an invoice.

The invoice is issued as an e-Arşiv invoice or an e-Fatura in accordance with tax legislation and sent to the Buyer's e-mail address. So that the invoice can be issued, an Individual Buyer provides their Turkish identity number (T.C. kimlik numarası), and a Corporate Buyer provides their registered company name or full name, tax office and tax identification number, when placing the order. The Buyer is responsible for ensuring that the invoicing details are accurate and complete.

Price changes

SCL may change package and unit prices with effect for the future. New prices apply only to orders placed after they have been published on the Pricing page. Price changes do not in any way affect the number of credits already purchased, the right to use them or the period for which they can be used; the price of an order whose payment has been completed is not changed afterwards.

Performance of the service and adding credits to the account

Purchased Person-Question credits are added automatically to the Buyer's account on the SCL platform once iyzico confirms the payment. If a technical problem occurs, the credits are added within 24 (twenty-four) hours of payment confirmation at the latest. The service is provided entirely electronically; there is no physical delivery, shipping or return carrier.

If the credits are not added within this period, the refund provisions in the "Right of withdrawal and refunds" section apply. An Individual Buyer's right under Article 16 of the Distance Contracts Regulation to terminate the contract and claim a refund of the amount paid together with statutory interest is reserved.

SCL takes the care necessary for the Platform to operate in accordance with this Agreement and with the way the Platform is described. Access to the Platform may be temporarily interrupted because of maintenance, updates or security work; SCL keeps such interruptions as short as possible. Interruptions do not affect the number of credits in the account or the right to use them.

In respect of Individual Buyers, the burden of proving that the service has been performed free of defects lies with SCL under Article 20 of the Distance Contracts Regulation.

Right of withdrawal and refunds

Person-Question credits are added to the Buyer's account immediately after payment confirmation, and the service is performed electronically. Before confirming the order, an Individual Buyer separately confirms that they agree to performance starting immediately, before the withdrawal period ends, and that they know they will therefore lose the right of withdrawal. Contracts concluded with this consent are contracts for which the right of withdrawal cannot be exercised under Article 15(1)(ğ) and (h) of the Distance Contracts Regulation (Mesafeli Sözleşmeler Yönetmeliği). Purchased credits are not refunded. The same rule applies to Corporate Buyers.

This consent is obtained for every order, including orders placed with the Corporate option, on the payment page by means of a checkbox that is not pre-ticked and is separate from the approval of the Pre-Contract Information Form and the Agreement; the order cannot be completed without it. This consent is the consent, provided for in Article 15(1)(h) of the Distance Contracts Regulation, to performance of the service beginning with the consumer's approval, and it is also set out in the order confirmation e-mail.

Before the credits are added to the account, an Individual Buyer may send a notice of withdrawal in writing, within the withdrawal period, to the e-mail or postal address given in the "Notices and contact" section; in that case the amount collected is refunded to the card used for payment, in a single payment and without any cost or obligation to the Buyer, within 14 (fourteen) days of SCL receiving the notice at the latest.

In the following cases the amount concerned is refunded to the card used for payment, in a single payment and without any cost or obligation to the Buyer, within 14 (fourteen) days of SCL receiving the request:

amounts charged in error or more than once;
for orders that were paid but whose credits were not added to the account within 24 hours of payment confirmation, the amount paid, at the Buyer's request;
if the service cannot be provided for reasons attributable to SCL, the price of the unused credits.

Credits spent on runs that could not be completed because of a technical error on SCL's side are restored to the account. These provisions do not limit the Buyer's mandatory rights under Consumer Protection Law No. 6502 and related legislation.

The price of unused credits is calculated on the basis of the unit price, including VAT, actually paid in the order in which those credits were purchased, and in accordance with the order of use set out in the "Subject matter of the Agreement and nature of the credits" section. No refund is made for credits granted free of charge or as a gift.

Refund requests are sent, together with the order details, to the e-mail or postal address given in the "Notices and contact" section. Refunds are made to the card used for payment, through iyzico. If, because of the time that has passed since the payment, the amount cannot be refunded to the card through iyzico, SCL informs the Buyer by e-mail and makes the refund within the same 14 (fourteen) day period, by a method appropriate to the payment instrument used, at no cost to the Buyer and in a single payment. The time it takes for the refunded amount to appear on the card account depends on the processing times of the bank that issued the card and is outside SCL's control. The delivery and refund processes are explained on the Delivery and Returns page.

Special provisions for Corporate Buyers

A Corporate Buyer declares that they are purchasing the credits in the course of their commercial or professional activity; the person placing the order on behalf of the Corporate Buyer declares that they are authorised to represent the Corporate Buyer. Because a Corporate Buyer's order is placed for commercial or professional purposes, it is not a consumer transaction; the rights granted to consumers by Consumer Protection Law No. 6502 and the Distance Contracts Regulation, including the right of withdrawal, do not apply to the Corporate Buyer.

Purchased credits are not refunded to a Corporate Buyer either. The refund cases listed in the "Right of withdrawal and refunds" section and the provision on restoring credits to the account apply to the Corporate Buyer in the same way. For payments made by bank transfer or EFT, the refund is made to the bank account, registered in the Corporate Buyer's name, from which the payment was made.

If the Buyer is a consumer within the meaning of Law No. 6502, even though they placed the order with the Corporate option, their mandatory rights under consumer legislation are reserved. In that case, the consent the Buyer gave when placing the order to performance of the service starting immediately, before the withdrawal period ends, is also valid for the purposes of Article 15(1)(h) of the Distance Contracts Regulation.

If the parties also sign a separate written agreement on Enterprise terms, the provisions of that agreement apply to the matters it expressly governs, and this Agreement applies to the matters it does not govern.

Where both Parties are merchants or public legal entities, the Istanbul (Central) Courts and Enforcement Offices have jurisdiction over disputes arising from this Agreement. Under Article 5/A of the Turkish Commercial Code No. 6102 (Türk Ticaret Kanunu), for claims for receivables and compensation whose subject matter is the payment of a sum of money, applying to a mediator before an action is brought is a precondition for bringing the action.

Inability to provide the service and termination

SCL permanently closing the Platform or permanently ceasing to provide the service is a case in which the service cannot be provided for reasons attributable to SCL, as listed in the "Right of withdrawal and refunds" section. In respect of Individual Buyers, Article 16 of the Distance Contracts Regulation also applies if performance of the service becomes impossible for any other reason.

In these cases SCL notifies the Buyer in writing or on a durable medium (e-mail) within 3 (three) days of becoming aware of the situation and, without waiting for the Buyer to make a separate request, refunds the price of the unused credits within 14 (fourteen) days of the date of notification at the latest.

Chargebacks, misuse and suspension of the account

SCL may temporarily suspend the use of all or part of the account in the following cases, only to the extent and for as long as necessary:

a payment dispute (chargeback) is raised in respect of a payment; in that case, until the dispute is resolved, only the unused credits bought with the disputed payment may be blocked;
iyzico or the bank that issued the card reports that a payment is suspected of being fraudulent;
there is a reasonable suspicion that the account is being used by unauthorised persons other than the Buyer;
the Platform is used for unlawful purposes or in a way that endangers the security of the Platform or other users;
a competent authority makes a decision or gives an instruction to that effect.

Except where an investigation or legal process requires otherwise, SCL notifies the Buyer by e-mail of the suspension decision and the reasons for it in advance or, at the latest, at the time of suspension, and gives the Buyer an opportunity to respond. The suspension ends immediately once its cause no longer exists. Credits in the account are not deleted during the suspension.

If the Buyer seriously breaches their essential obligations under this Agreement and does not remedy the breach within a reasonable period despite a written warning from SCL, SCL may terminate the Agreement. In that case, except where fraud has been established by a decision of a competent court or as a result of legal process, the price of the unused paid credits is refunded to the card used for payment within 14 (fourteen) days of the termination date at the latest; SCL's statutory claims arising from the breach are reserved.

Credits that have been paid for, and whose price has not been returned to the Buyer through a chargeback or a refund, are not deleted for any reason, nor forfeited with their price retained by SCL, except where fraud has been established by a decision of a competent court or as a result of legal process. In cases of fraud, the credits and amounts concerned are dealt with in accordance with the decision of the competent court or the outcome of the legal process.

If a payment is returned to the Buyer as a result of a chargeback, the credits added to the account with that payment are deducted from the account; if those credits were used before the chargeback, SCL's right to claim the price of the credits used is reserved. If the chargeback is decided against the Buyer, the account is immediately made available for use again.

The Buyer's obligations

The Buyer:

ensures that the information they provide for the order and the invoice is accurate, up to date and complete;
keeps their account login details confidential, does not share them with third parties and notifies SCL immediately on becoming aware of any unauthorised use;
uses the Platform in accordance with the law and this Agreement, and does not make any attempt to disrupt the operation of the Platform, to circumvent its security measures or to create excessive load using automated tools;
holds the necessary rights in the question texts, study designs and other content they enter on the Platform, and does not unlawfully include in that content personal data of third parties or material that infringes the intellectual property rights of others.

Use made with the Buyer's login details is deemed to have been made by the Buyer; the Buyer may prove otherwise. Use that takes place after unauthorised use has been reported to SCL, and use resulting from SCL's fault, are in no case attributed to the Buyer.

Liability and artificial intelligence outputs

Synthetic participants are not real people; their answers are generated by artificial intelligence models. These answers and the results provided by the Platform are not an exact equivalent of the views of real consumers and may contain errors, omissions or bias. Platform outputs are intended as decision support; SCL does not guarantee any particular research result, level of accuracy or commercial outcome. It is for the Buyer to evaluate decisions made in reliance on the outputs.

These statements do not remove SCL's obligation to provide the service in accordance with this Agreement and with the way the service is described, or an Individual Buyer's statutory rights in respect of defective services.

Under Article 115(1) of the Turkish Code of Obligations No. 6098 (Türk Borçlar Kanunu), SCL's liability for damage caused by its intent or gross negligence cannot be limited or excluded in advance. No provision of this Agreement may be interpreted in a way that limits an Individual Buyer's rights under Law No. 6502 or creates an imbalance to the consumer's detriment; provisions of that nature do not apply.

In respect of a Corporate Buyer, and without prejudice to cases of intent or gross negligence and to mandatory provisions, SCL's total liability arising from this Agreement is limited to the amount paid by the Corporate Buyer to SCL in the 12 (twelve) months preceding the event giving rise to the damage, and SCL is not liable for the Corporate Buyer's indirect losses or loss of profit.

Protection of personal data

Personal data relating to the Buyer is processed in accordance with the KVKK (Turkish Personal Data Protection Law No. 6698), as explained in the Privacy Policy and in the KVKK Privacy Notice contained in that policy. Approving this Agreement does not mean that the privacy notice has been accepted or that explicit consent has been given to the processing of personal data.

Card details are processed only on iyzico's payment form; SCL does not see or store the card number, expiry date or security code.

Force majeure

Natural disasters, epidemics, war, terrorism, general power or communications infrastructure outages, decisions of competent authorities and similar events that are beyond the reasonable control of the Parties and could not have been foreseen are considered force majeure. For as long as the force majeure continues, the Parties' obligations affected by it are suspended; the credits in the account are preserved during this period.

If force majeure makes the provision of the service permanently impossible, the "Inability to provide the service and termination" section applies. Force majeure does not remove an Individual Buyer's mandatory statutory rights.

Notices and contact

Notices relating to the Agreement, refund requests, complaints and objections may be sent to SCL through the following channels:

E-mail: [email protected]
Post: SCL TEKNOLOJİ ARAŞTIRMA VE DANIŞMANLIK ANONİM ŞİRKETİ, Akat Mah. Hare Sk. 2. Söltaş Evleri K-8 Blok No: 16 Beşiktaş/İstanbul
Telephone: 0212 351 54 65. Notices that require a written record should be sent by e-mail or post.

SCL records and reviews each application it receives and informs the Buyer of the outcome in writing by e-mail within 20 (twenty) days of receiving it at the latest.

Notices from SCL to the Buyer are sent to the e-mail address registered to the Buyer's account. The Buyer is responsible for keeping their e-mail address up to date.

Retention of records

SCL keeps the records relating to the order, the pre-contract information, the Buyer's approvals (date and time, IP address, account details and the version of the approved text), and the adding and use of credits for at least 3 (three) years under Article 20 of the Distance Contracts Regulation. Longer retention periods provided for in tax and commercial legislation are reserved.

These records may be used as evidence in disputes between the Parties; the Buyer's right to submit evidence to the contrary is reserved.

Governing law and dispute resolution

This Agreement is governed by Turkish law.

An Individual Buyer may submit complaints and objections, within the monetary limits announced each year by the Ministry of Trade, to the Consumer Arbitration Committee (Tüketici Hakem Heyeti) where they reside or where the consumer transaction took place (also electronically via e-Devlet); for disputes above these limits, they may bring an action before the Consumer Court, provided that mediation has first been sought under Article 73/A of Law No. 6502.

Electronic applications to the Consumer Arbitration Committee can be made through the e-Devlet Gateway (e-Devlet Kapısı). The competent courts and mediation for Corporate Buyers are governed by the "Special provisions for Corporate Buyers" section.

Entry into force, version and changes

This Agreement is concluded and enters into force when the Buyer confirms the order and the payment is approved; it remains in force until all the credits ordered have been used or until the Agreement ends in accordance with its provisions.

Each order is governed by the version of the Agreement that was in force on the date the order was placed and that the Buyer approved. SCL may not unilaterally amend this Agreement to the Buyer's detriment. New versions of the Agreement apply only to orders placed after they are published and do not change the terms of credits already purchased to the Buyer's detriment.

This Agreement has been drawn up in Turkish. The English translation is provided for information only; if there is any discrepancy between the translation and the Turkish text, the Turkish text prevails.

Agreement version: Version 1.0, 7 October 2026.