Dealership & Service Agreement

1. Parties

1.1. Licensor

Ats Racing Otomotiv Yedek Parça İthalat ve İhracat Limited Şirketi

• Company name: ATS Mapping / ATS Racing
• Address: Mehmet Nesin Özmen Mah. Uzun Sk. Gülen Han No: 21 İç Kapı No: 9 Güngören / Istanbul, Türkiye
• Phone: +90 534 208 54 96
• E-mail: mapping@atsracing.com.tr

1.2. Dealer

• Company name / Full name: [Dealer Company Name / Full Name]
• Tax office and no.: [Tax Office / Tax Number]
• Address: [Dealer Address]
• Phone: [Dealer Phone Number]
• E-mail: [Dealer E-mail Address]

In this agreement, the Licensor and the Dealer are each referred to individually as a “Party” and jointly as the “Parties”.

2. Subject and Scope of the Agreement

The subject of this agreement is the use by the Dealer of the ATS Mapping and ATS Racing brands, logo, software/file infrastructure and related commercial rights belonging to the Licensor, the allocation of a Dealer-specific website, the supply of hardware/ devices, the routing of regional customers, the payment terms, and the determination of the mutual rights and obligations of the Parties.

3. Financial Provisions

3.1. Mandatory Device Purchase

• The Dealer is obliged to purchase from the Licensor the original hardware/device package required in order to provide services through the ATS Mapping infrastructure.
• Delivery, installation and system authorisation of the hardware take place after payment of the relevant device fee.

3.2. One-Time Dealership Licence Fee

• In exchange for joining the ATS Mapping dealer network and the right to use the brand, the Dealer will pay a one-time licence fee of [Amount and Currency].
• This fee is one-time only and will not be charged again when the agreement is renewed in subsequent years.

3.3. Monthly Minimum Service/System Fee and Offsetting

• To keep the Dealer's system access, website hosting, technical infrastructure access and regional referrals running, a “Monthly Minimum Fixed Service Fee” of TRY 20,000 (twenty thousand Turkish lira) + VAT is charged to the Dealer's account every month (the debit is recorded whether or not any work is carried out).
• The file purchases and transaction fees the Dealer makes through the ATS Mapping infrastructure/panel during that month are first offset against (deducted from) this fixed TRY 20,000 fee.
• If the Dealer's total transaction amount in the month does not exceed TRY 20,000, the Dealer is obliged to pay the fixed TRY 20,000 for that month (the unused portion does not carry over to the next month).
• If the Dealer's total transaction amount in the month exceeds TRY 20,000, the entire balance above TRY 20,000 and any additional file purchases are added to the Dealer's debt, and the Dealer is obliged to pay the total amount.

3.4. Payment Deadlines and Account Suspension

• The Dealer is obliged to pay the Licensor the fixed fee accrued during the month together with all additional file/service fees exceeding TRY 20,000, between the 1st and 5th of the following month (by close of business on the 5th).
• If payment is not made or is disrupted within the stated dates, the Dealer's user account, file download/upload authorisations, panel access and connected website are automatically suspended by the system.
• The account is reactivated once all outstanding debts have been paid to the Licensor in full.

3.5. Turnover Target and Bonus Service

• The Licensor sets an annual turnover target of [Turnover Target Amount] for the Dealer.
• If the Dealer reaches or exceeds the set annual turnover target, it is entitled to a bonus of 8% (eight percent) of the total turnover achieved during the relevant period. Bonus entitlements and payments are settled or paid periodically by mutual agreement of the Parties.

4. Brand, Website and Regional Service Rights

4.1. Right to Use the Brand and Name

• The Licensor grants the Dealer the right (licence) to use the “ATS Mapping” and “ATS Racing” brands, logo and corporate identity elements at its place of business and in digital media, valid for the term of the agreement.
• The Dealer may not engage in any activity or make any statement that would damage the brand's reputation or deviate from the corporate identity.

4.2. Dedicated Website Allocation and Digital Infrastructure

• The Licensor will deliver to the Dealer a dedicated website with the domain atsracing.[dealername].com (or another dedicated domain to be determined), prepared specifically for the Dealer in line with the ATS Racing / ATS Mapping corporate identity.
• Hosting, security and technical infrastructure management of this website is the Licensor's responsibility.

4.3. Regional Customer and Request Routing

• The Licensor (ATS Mapping / ATS Racing) is obliged to route customer requests and vehicle software/mapping requests received through its central channels (main website, social media accounts, call centre, etc.) to the active Dealer closest to the customer's location/region.
• The Dealer is responsible for providing timely and complete service to customers routed to it, in line with ATS Mapping quality and service standards.
• If the Dealer's account is suspended (Article 3.4), the Licensor has the right to temporarily stop routing requests to it.

5. Term and Renewal

• This agreement is valid for 1 (one) year from the date of signature.
• Unless either Party gives written notice of termination at least 30 (thirty) days before the end of the term, the agreement automatically renews for a further 1 (one) year under the same terms.

6. Confidentiality and Trade Secrets

• The Dealer may not share, reproduce or transfer to third parties ATS Mapping's software, mapping files, technical parameters, panel access credentials or trade secrets.
• The confidentiality obligation continues indefinitely even if the agreement ends for any reason.

7. Termination and Suspension Conditions

• If the Dealer disrupts its payments (including the Monthly Minimum Service Fee) consecutively or more than 2 (two) times within a year, or fails to make payment within 15 (fifteen) days despite a suspended account, the Licensor has the right to terminate the agreement unilaterally and without compensation.
• Upon termination of the agreement, the Dealer must immediately stop using the brand, name and logo, and must transfer its dedicated website and panel access rights to the Licensor.

8. Competent Court and Signature

• Istanbul / Çağlayan Courts and Enforcement Offices have jurisdiction over any disputes arising from this agreement.
• This agreement, consisting of a total of 8 (eight) main articles, has been drawn up in 2 (two) counterparts, read by the Parties and signed on [Date].