Table of Contents
Summary (not binding): The Merchant programme enables game and digital product providers to offer their products for sale through the Hipopotamya catalogue. The end buyer makes the purchase from Hipopotamya; you, as the supplier, provide the product/activation. The published Platform service fee is set off against the sale price, and the remaining supply fee is credited to your Pending or Withdrawable earnings according to your service fee type. Store statuses, product approval, API/callback security, invoicing and the notice periods for changes are governed by this agreement.
ARTICLE 1 — PARTIES AND SUBJECT MATTER
1.1. This Merchant Agreement (the "Agreement") is entered into between HİPOPOTAMYA BİLİŞİM LİMİTED ŞİRKETİ, a limited liability company incorporated under the laws of the Republic of Türkiye (the "Company"), and the business partner whose Merchant programme registration has been opened by the Company (the "Merchant").
1.2. The subject matter of the Agreement is the terms on which the Merchant's digital products and activation services are offered for sale to End Buyers through the Platform, the sale is carried out by the Company, and the supply fee is paid to the Merchant.
1.3. Model: In sales made through the Platform, the End Buyer's contractual counterparty is the Company; the Merchant is the supplier of the product/activation sold. The membership and service relationship on the Merchant's own platform, by contrast, exists between the Merchant and its own user.
1.4. The Merchant is not a consumer; this Agreement is commercial in nature.
ARTICLE 2 — OPERATING MODES
2.1. Mode A — Catalogue stock supply: The Merchant's products are mapped to the relevant product group in the Company catalogue, and the Merchant adds delivery-ready codes to the product stock. When an End Buyer purchases the product on the Platform through the ordinary e-pin purchase flow, a code added by the Merchant is delivered. The Merchant warrants that the codes it adds are valid, unused and lawfully obtained; amounts and costs arising from codes that prove invalid or already used are set off against the Merchant's settlement.
2.2. Mode B — Token-based HipoPAY purchase and automatic activation: After selecting a product on the Merchant's platform, the End Buyer is redirected, with a single-use access token, to the dedicated purchase screen on the Platform; the End Buyer completes the purchase on the Platform and is redirected back to the Merchant's site. The transaction result is communicated to the Merchant by callback, and the product is automatically activated to the End Buyer's game account by top-up through the Merchant's systems. The Merchant is obliged to verify the callback and, for successful transactions, to carry out the activation immediately; the risk of activations made on the basis of unverified notifications rests with the Merchant.
2.3. The Company may apply identity/contact verification and risk controls to End Buyers, and may hold or reject suspicious transactions.
ARTICLE 3 — STORE STATUSES AND PRODUCT APPROVAL
3.1. Merchant stores may be in active, pending-approval or suspended status. New stores and significant changes are subject to the Company's approval.
3.2. The Company may suspend or delist a store in the event of breach of the Agreement, a high refund/dispute rate, a security risk, a legal requirement or a decision of a competent authority; where possible, the reasons and the avenue of objection are communicated. No new sales are made for a store while it is suspended; earnings rights arising from completed transactions are preserved within the framework of Article 5.
3.3. Product approval and catalogue authority: The products the Merchant submits to the sales flow are subject to the Company's approval; products that have not been approved, or that have been rejected, may not be offered for sale. The Merchant may propose a sale price; the listing of the product, its final sale price, title and descriptions become effective upon the Company's approval. The Company may edit product content, run campaigns, update the price, suspend the product or remove it from sale where catalogue integrity, legal compliance or commercial necessity so requires.
ARTICLE 4 — PLATFORM SERVICE FEE AND SUPPLY FEE
4.1. In consideration of the sales platform, technical infrastructure, order management, customer service, risk management and promotional services it provides, the Company applies, on each sale, the current Platform Service Fee terms defined in the Merchant panel; the rate/amount is fixed at the moment of the transaction and recorded against the transaction. The supply fee is calculated by setting the Platform Service Fee off against the sale price and is credited, as the Merchant's earnings, to the Merchant's Withdrawable or Pending Balance according to the Merchant's service fee type; pending earnings become withdrawable once the announced conditions have been completed.
4.2. Changes to Platform Service Fee rates to the Merchant's detriment are subject to the notice rule in Article 8.
ARTICLE 5 — EARNINGS, RECONCILIATION, INVOICING AND PAYMENT
5.1. The earnings balance and payout requests are subject to the Wallet and Balance Terms; the payout account must be registered in the Merchant's own name (for legal entities, in the company's name).
5.2. Amounts arising from End Buyer refunds, cancellations and payment disputes, together with the related costs, are set off against the Merchant's balance on the basis of the supply fee of the relevant transaction; if the balance is insufficient, the Merchant covers the shortfall on first demand. During high-risk periods the Company may hold a reasonable amount as temporary security; the terms are notified to the Merchant.
5.3. Invoicing: The Company's Platform Service Fee invoice is issued monthly and on a consolidated basis, as at the last day of the relevant calendar month. Documents relating to the sales and the reciprocal invoices relating to the supply fee are issued electronically in accordance with the tax legislation applicable to the parties.
5.4. The Merchant monitors its transaction reports via the panel and raises any objections within 30 days of the relevant transaction; the parties may carry out periodic reconciliation.
5.5. Nature of the account: The Merchant's balance record on the Platform is not a general-purpose payment account, a deposit or electronic money; it is a current-account record serving to track supply fee receivables (earnings) arising from completed sales. No funds from third parties are accepted into this account; earnings may not be transferred to other members or third parties and may only be used for purchases from the Company or paid out to the Merchant's own account pursuant to Article 5.1.
ARTICLE 6 — OBLIGATIONS OF THE MERCHANT
6.1. The Merchant is exclusively responsible for the lawfulness of the products/activations it supplies, for the accuracy of the information on which their presentation is based, and for their performance. Prohibited products (including the categories listed in Article 4 of the Player Marketplace Terms) may not be offered under the programme.
6.2. The Merchant keeps its API keys and panel access confidential, operates its integration securely, does not exploit system vulnerabilities and reports any security incidents it detects without delay.
6.3. The Merchant fulfils its own tax, documentation and record-keeping obligations on its own platform.
6.4. The Merchant processes End Buyer data accessed under the programme solely for the purpose of performing the relevant transaction (activation/delivery) and in compliance with the Turkish Personal Data Protection Law No. 6698 (KVKK); the Merchant itself secures the legal basis required for any other use.
6.5. Prohibited transactions: Transactions not based on the delivery of a genuine product or service; transactions aimed at cash advances, money transfers or generating cash from credit cards; artificial transactions in which the Merchant itself or its associates participate as the buyer; collusive transactions arranged with the buyer; manipulation of chargeback processes; use of a payment instrument belonging to another person; and any transaction aimed at circumventing identity verification or risk controls are prohibited. In such cases the Company is entitled to reject the transaction, suspend the product, hold the earnings, request documentation, terminate the Agreement with immediate effect and notify the competent authorities.
6.6. Prohibition on transferring the infrastructure: The Merchant may not make the Platform sales flow or the integration infrastructure available to third parties, may not establish sub-dealers or a sub-sales network, may not undertake to provide any service to its own customers in the Company's name, and may submit to the sales flow only the products approved for its own store.
ARTICLE 7 — SUSPENSION AND TERMINATION
7.1. Either party may terminate the Agreement on 30 days' prior written notice. The Company may terminate the Agreement or suspend the service with immediate effect in the event of serious breach, suspected fraud, a legal requirement or a decision of a competent authority.
7.2. Upon termination, pending transactions are completed or refunded, and the net balance arising from completed transactions is paid to the Merchant, subject to a reasonable holding period against refund/dispute risk.
ARTICLE 8 — AMENDMENTS
8.1. The Company may amend this Agreement, the Platform Service Fee rates and the technical requirements. Material changes to the Merchant's detriment are notified at least 15 days before they take effect, by e-mail to the registered e-mail address; the Merchant may terminate the Agreement without compensation up to the effective date. Mandatory changes required by law or for security reasons may be applied immediately.
ARTICLE 9 — CONFIDENTIALITY, EVIDENCE AND JURISDICTION
9.1. The parties keep confidential the commercial and technical information they learn within the scope of the relationship. In any dispute, the Company's system, API, callback and log records constitute conclusive evidence pursuant to Article 193 of the Turkish Code of Civil Procedure.
9.2. This Agreement is governed by Turkish law; the Courts and Enforcement Offices of Gaziantep have jurisdiction.
ARTICLE 10 — ENTRY INTO FORCE
10.1. The Agreement enters into force upon the opening of the Merchant registration and the Merchant's commencement of use of the panel. Matters not regulated herein are governed by the User Agreement and the Applicable Legislation.