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Distance Sales Agreement (Coins & Digital Content)

Status: DRAFT — pending legal review, not yet in force

IMPORTANT NOTICE: This document is a drafting template prepared for planning purposes only. It is not a finished, legally binding contract and must not be published or relied upon in production until it has been reviewed, adapted, and approved by a licensed attorney qualified in Turkish consumer, e-commerce, and payment services law. Certain sections below (marked [LEGAL REVIEW REQUIRED]) identify areas of material legal risk, including the possible need for a payment institution / electronic money institution license from the Banking Regulation and Supervision Agency (BDDK) depending on how virtual currency and creator payouts are structured. Do not launch paid Coin purchases or author payouts before this review is complete.

1. Parties and Purpose

This Distance Sales Agreement (the "Agreement") is a distance contract within the meaning of Turkish Law No. 6502 on the Protection of Consumers ("Law No. 6502") and the Regulation on Distance Contracts (Mesafeli Sözleşmeler Yönetmeliği) published in the Official Gazette dated 27 November 2014 (the "Distance Contracts Regulation"), as well as, where applicable, EU Directive 2011/83/EU on consumer rights and other applicable international consumer-protection frameworks for users located outside Türkiye.

The Agreement is entered into electronically, at the moment of checkout confirmation, between:

  • The Seller / Service Provider ("WritePulp", "we", "us"): [COMPANY LEGAL NAME], a company registered in Türkiye under MERSİS No. [MERSİS NUMBER], Trade Registry No. [TRADE REGISTRY NUMBER], with its registered office at [REGISTERED ADDRESS], Tax Office [TAX OFFICE] and Tax ID [TAX IDENTIFICATION NUMBER], reachable at [email protected]; and
  • The Buyer / Consumer ("User", "you"): the natural or legal person who places an order for Coins or Coin-purchasable Digital Content through the WritePulp application or website (the "Platform").

By clicking "Buy", "Confirm Purchase", or an equivalent checkout button, the User expressly declares that they have read and accepted this Agreement, the accompanying Pre-Contractual Information Form (see Section 3), and WritePulp's Terms of Service and Privacy Policy.

2. Definitions

  • "Coin" means the non-monetary, revocable, limited-purpose virtual credit issued by WritePulp that may be purchased with real currency and redeemed exclusively within the Platform to unlock Paid Content, tip creators, or access other in-app features designated by WritePulp from time to time. Coins are not currency, e-money, a security, a deposit, or a store of value outside the Platform.
  • "Digital Content" means non-physical goods supplied in digital form, including Coins themselves and any book, chapter, article, magazine issue, or other literary work ("Paid Content") that a User unlocks using Coins or direct payment.
  • "Creator" / "Author" means the independent, self-employed individual or entity that has published Paid Content on the Platform and is entitled to a revenue share when a User spends Coins to unlock that Paid Content, subject to the separate Creator Agreement referenced in Section 10.
  • "Order" means a User's electronic request to purchase a specific Coin package or a specific item of Paid Content at the price displayed at the time of the request.
  • "Durable Medium" means any instrument (including email, in-app receipts, or downloadable PDF) enabling the User to store information addressed to them personally, in a way accessible for future reference, as required by Article 4 of the Distance Contracts Regulation.
  • "Right of Withdrawal" ("Cayma Hakkı") has the meaning given in Section 9.

3. Pre-Contractual Information Form

Pursuant to Article 5 of the Distance Contracts Regulation, WritePulp must present the User with a Pre-Contractual Information Form before the Order is placed, disclosing (at minimum) the basic characteristics of the goods/Digital Content, the total price inclusive of taxes, the payment method, the delivery/performance method, the existence or absence of a right of withdrawal, and WritePulp's contact details. [LEGAL REVIEW REQUIRED]: a separate, stand-alone Pre-Contractual Information Form (Ön Bilgilendirme Formu) - distinct from this Agreement - should be drafted, displayed at checkout, and require an explicit checkbox confirmation before payment. This Agreement assumes that form has been shown and accepted; it does not replace it.

4. Description of the Products Sold

WritePulp offers two related, but legally distinct, categories of paid digital products:

  • (a) Coin Packages. Users may purchase fixed bundles of Coins (e.g., "100 Coins for $4.99") using a credit/debit card, mobile payment method, or other payment method integrated into the Platform. The exact denominations, prices, and any promotional bonus Coins are displayed on the purchase screen at the time of the Order and may change from time to time without retroactive effect on Coins already purchased.
  • (b) Coin-Purchasable Paid Content. Users may spend previously purchased Coins (or, where offered, pay directly with real currency) to unlock specific books, chapters, or other literary works published by Creators on the Platform. Each unlock is a separate, itemized Digital Content purchase, even though it is settled using Coin balance rather than a new card transaction.

5. Legal Nature and Status of Coins [LEGAL REVIEW REQUIRED]

Coins are designed and intended to be a closed-loop, single-purpose virtual credit, not electronic money within the meaning of Turkish Law No. 6493 on Payment and Electronic Money Institutions, and not a payment instrument, security, commodity, or financial instrument under Turkish Capital Markets Law No. 6362 or any other applicable financial regulation. Accordingly, unless expressly stated otherwise in this Agreement:

  • Coins have no cash value and cannot be redeemed, refunded, exchanged, or withdrawn for cash by Users;
  • Coins are non-transferable between User accounts and may not be sold, gifted, pooled, or traded outside the Platform;
  • Coins do not earn interest, dividends, or any other form of return;
  • Coins may expire, be capped, or be adjusted by WritePulp upon reasonable prior notice, to the extent permitted by mandatory consumer-protection law;
  • WritePulp reserves the right to suspend or cancel Coins obtained through fraud, chargebacks, exploits, or breach of the Terms of Service.

Regulatory caution. Because Coins purchased by Users are ultimately used to fund cash payouts to Creators (see Section 10), the overall flow of funds (User → WritePulp → Creator) may resemble a payment-intermediation or e-money service depending on: (i) whether WritePulp holds User funds on behalf of Creators pending payout; (ii) whether the exchange rate between Coins and payout currency is fixed or market-like; and (iii) whether Creators can effectively convert Coins into cash on demand. This structure should be reviewed with Turkish fintech/payments counsel before launch to determine whether a BDDK payment institution or electronic money institution license, or a licensed payment-service-provider intermediary (e.g., an existing licensed PSP acting as the settlement agent), is required. This Agreement does not constitute, and should not be treated as, confirmation that the current model is exempt from such licensing.

6. Order Process and Formation of the Contract

An Order is placed when the User selects a Coin package or Paid Content item, reviews the price and description shown on screen, and confirms the purchase through the Platform's in-app payment flow (which may be processed by a third-party payment service provider, e.g. Stripe, iyzico, App Store, or Google Play, as applicable). The contract for that specific Order is concluded, and becomes binding on both parties, at the moment WritePulp sends (or displays in-app) an order confirmation constituting acceptance.

WritePulp will provide the User with a confirmation of the Order on a Durable Medium (e.g., an email receipt or an in-app, downloadable receipt) without undue delay after conclusion of the contract, and in any event before performance of the Digital Content begins, as required by Article 6 of the Distance Contracts Regulation.

7. Price, Payment Terms, and Taxes

All prices are displayed inclusive of applicable Value Added Tax (KDV) for Turkish consumers, or the equivalent indirect tax for the User's billing jurisdiction, unless clearly stated otherwise. WritePulp reserves the right to adjust prices at any time; changes will not affect Orders already confirmed. Payment must be made in full at the time of the Order through the payment methods offered on the Platform. Where a third-party payment processor or app-store billing system is used, that processor's own terms and privacy practices also apply to the transaction, and WritePulp is not responsible for outages, delays, or errors caused solely by that third party.

WritePulp will issue the invoice or e-receipt (fatura / e-arşiv fatura, as applicable under Turkish Tax Procedure Law) required for each purchase to the extent required by Turkish tax legislation.

8. Delivery and Performance of Digital Content

Coins are credited to the User's in-app balance immediately upon confirmed successful payment. Paid Content unlocked with Coins or direct payment is made available for access within the Platform immediately upon the Coin/payment transaction being confirmed, subject to ordinary technical processing time. No physical delivery occurs; performance is deemed to take place at the moment the Digital Content becomes technically accessible to the User's account.

9. Right of Withdrawal (Cayma Hakkı) and Its Exceptions for Digital Content

Under ordinary distance-sales rules, Turkish consumers benefit from a 14-day right of withdrawal without having to give any reason and without incurring any liability (Article 9, Distance Contracts Regulation). However, Article 15(1)(ğ) of the Distance Contracts Regulation provides that the right of withdrawal does not apply to contracts relating to services performed immediately in electronic form, or to intangible goods delivered to the consumer immediately, where performance has begun with the consumer's prior express consent and acknowledgment that the right of withdrawal will be lost.

Accordingly, by confirming an Order the User expressly acknowledges and agrees that:

  • Coins are credited, and Paid Content is unlocked, immediately upon successful payment, i.e. performance begins immediately at the User's explicit request; and
  • the User thereby loses the 14-day right of withdrawal that would otherwise apply, in accordance with Article 15(1)(ğ) of the Distance Contracts Regulation, from the moment performance (crediting of Coins or unlocking of Paid Content) begins.

[LEGAL REVIEW REQUIRED]: to validly rely on this exception, WritePulp must obtain a clear, separate, affirmative confirmation from the User at checkout (e.g., a mandatory checkbox stating "I expressly request that performance begin immediately and I acknowledge that I will lose my right of withdrawal once the Coins are credited / the content is unlocked") before completing the purchase. This Agreement alone, without that checkout-level consent mechanism, will likely not be sufficient to validly extinguish the statutory withdrawal right.

Users located outside Türkiye may be entitled to different or additional withdrawal rights under their local law (for example, EU Directive 2011/83/EU contains an equivalent digital-content exception subject to similar consent requirements); this Agreement does not limit any mandatory rights that cannot be waived under the User's local consumer-protection law.

10. Creator Revenue Share and Payout Terms

When a User spends Coins to unlock Paid Content, WritePulp retains an agreed platform commission and remits the remaining amount to the relevant Creator's in-app earnings balance, converted from Coins into the Creator's payout currency at the exchange rate and commission percentage published in the separate Creator / Author Agreement (to be entered into individually with each Creator; not part of this Agreement). Key points that must be governed by that separate Creator Agreement, and are only summarized here for transparency to Users, include:

  • the Coin-to-cash conversion rate applied to Creator earnings and WritePulp's commission percentage;
  • minimum payout thresholds, payout schedule (e.g., monthly), and accepted payout/withdrawal methods for Creators;
  • that Creators are independent, self-employed content providers and not employees, agents, or partners of WritePulp, and are solely responsible for their own tax registration, invoicing (fatura/e-arşiv), income declaration, and any withholding tax (stopaj) obligations arising from payouts, unless local law places withholding obligations on WritePulp as the paying party, in which case WritePulp will withhold and remit taxes as legally required and disclose this in the Creator Agreement; and
  • anti-fraud provisions allowing WritePulp to withhold or reverse payouts traceable to fraudulent, chargeback-linked, or self-dealing Coin spending.

[LEGAL REVIEW REQUIRED]: because this flow involves collecting funds from Users and later distributing a share of those funds to a third party (the Creator), counsel should confirm whether WritePulp is acting merely as a commercial agent/marketplace (generally lower regulatory burden) or as a payment intermediary that temporarily holds client funds (which can trigger BDDK licensing requirements under Law No. 6493, described in Section 5 above). Using a licensed third-party payment service provider to hold and route funds (a "payment facilitator" model) is a common way marketplaces mitigate this risk and should be evaluated.

11. Refunds, Cancellations, and Chargebacks

Because the Right of Withdrawal is excluded once performance begins (Section 9), Coin purchases and Paid Content unlocks are, as a general rule, final and non-refundable. Notwithstanding the foregoing, WritePulp may, at its sole discretion or where required by mandatory consumer law, issue a refund or Coin reversal where: (a) a technical error resulted in a failed or duplicate delivery of Coins/Paid Content; (b) the User did not authorize the transaction (subject to fraud verification); or (c) applicable law in the User's jurisdiction mandates a refund notwithstanding the digital-content exception. Refund requests should be sent to [email protected] within a reasonable time of the disputed transaction. Filing an unauthorized chargeback with a card issuer instead of first contacting WritePulp may result in suspension of the User's account pending investigation.

12. Consumer Rights Under Turkish Law

Nothing in this Agreement limits any mandatory right granted to consumers under Law No. 6502 and the Distance Contracts Regulation that cannot lawfully be waived. In the event of a dispute, Turkish consumers may apply to the competent Consumer Arbitration Committee (Tüketici Hakem Heyeti) or Consumer Court (Tüketici Mahkemesi) of their place of residence or of WritePulp's registered office, in accordance with the monetary thresholds published annually by the Ministry of Trade (Ticaret Bakanlığı).

13. Data Protection

Personal data processed in connection with a purchase (billing details, transaction history) is handled in accordance with WritePulp's Privacy Policy and, for Turkey-based Users, the KVKK Disclosure Text prepared under Law No. 6698 on the Protection of Personal Data.

14. Intellectual Property

Purchasing Coins or unlocking Paid Content grants the User a personal, non-exclusive, non-transferable license to access and read that content within the Platform for personal, non-commercial use. No ownership interest in the underlying literary work is transferred to the User, and copying, redistribution, or public performance of Paid Content outside the Platform is prohibited except as permitted by the Creator's selected copyright license and applicable law.

15. Limitation of Liability

To the maximum extent permitted by applicable mandatory law, WritePulp's aggregate liability arising out of or in connection with any Order shall not exceed the amount actually paid by the User for that specific Order. Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under Turkish consumer-protection law or other mandatory law applicable to the User.

16. Force Majeure

WritePulp shall not be liable for any delay or failure in performance resulting from events beyond its reasonable control, including but not limited to internet or payment-network outages, acts of government, natural disasters, or failures of third-party payment processors or app-store platforms.

17. Amendments

WritePulp may update this Agreement from time to time to reflect changes in law, pricing, or the Platform's features. Material changes will be notified to Users in advance through the Platform or by email, and continued use of paid features after the effective date of an update constitutes acceptance of the revised Agreement, without prejudice to Users' mandatory statutory rights.

18. Governing Law and Jurisdiction

This Agreement is governed by the laws of the Republic of Türkiye, without regard to conflict-of-law principles, save to the extent a User's local mandatory consumer-protection law requires otherwise. For Turkish consumers, the competent authorities are the Consumer Arbitration Committees and Consumer Courts referenced in Section 12. For all other disputes not falling within consumer-arbitration thresholds, the courts and execution offices of [CITY, e.g., Istanbul (Çağlayan) / registered-office city], Türkiye shall have exclusive jurisdiction, without prejudice to any mandatory jurisdiction rules protecting consumers domiciled elsewhere.

19. Contact

For any question regarding this Agreement, an Order, a payment, or a Creator payout, please contact [email protected] or [email protected].