27 June 2014 FRIDAY Official Gazette Issue: 29043

REGULATION ON PAYMENT SERVICES AND THE ISSUANCE OF ELECTRONIC MONEY AND ON PAYMENT INSTITUTIONS AND ELECTRONIC MONEY INSTITUTIONS1

PART ONE

General Provisions

SECTION ONE

Purpose, Scope, Basis and Definitions

Purpose and scope

ARTICLE 1 – (1) The purpose of this Regulation is to regulate the authorization and activities of payment institutions and electronic money institutions operating in Türkiye, and the procedures and principles relating to payment services and the issuance of electronic money.

Basis

ARTICLE 2 – (1) This Regulation has been prepared pursuant to Articles 12, 14, 18, 19, 20, 21, 22, 23, 24, 25 and 26 of the Law on Payment and Securities Settlement Systems, Payment Services and Electronic Money Institutions, numbered 6493 and dated 20/6/2013.

Definitions

ARTICLE 3 – (1) The following;

a) Payee: the natural or legal person to whom the funds subject to the payment transaction are intended to reach,

b) Direct debit: the payment service whereby the payment transaction is initiated by the payee on the basis of an authorization given by the payer to its own payment service provider, to the payee or to the payment service provider of the payee, and the payer's payment account is debited,

c) Electronic money: the monetary value issued by an electronic money issuing institution in exchange for funds accepted by it, stored electronically, used to carry out payment transactions as defined in the Law, and accepted as a means of payment also by natural and legal persons other than the electronic money issuing institution,

ç) Electronic money issuing institution: electronic money institutions and banks within the scope of the Banking Law numbered 5411 and dated 19/10/2005,

d) Electronic money institution: the legal person authorized to issue electronic money within the scope of the Law,

e) Bill payment: payments made in respect of services provided for the meeting of needs such as electricity, telephone, water, natural gas, taxes, duties, fees, social security premium payments and penalties related thereto, and other payments deemed appropriate by the Authority,

f) Funds: banknotes, coins, book-entry money or electronic money,

[1] footnote: 1 References made in the Regulation to the Banking Regulation and Supervision Agency and the Banking Regulation and Supervision Board shall be deemed to have been made to the Central Bank of the Republic of Türkiye.

g) Cash-out: the conversion of electronic money into banknotes, coins or book-entry money,

ğ) Payer: the natural or legal person who gives a payment order from its own payment account or without having a payment account,

h) Executive duty: duties relating to the performance of activities that directly generate revenue,

ı) Durable medium: any instrument, including short message service, e-mail, internet, CD, DVD, memory card and similar media, that enables the payment service user to store information addressed to him or her so that he or she may access it for a reasonable period of time appropriate for the purpose of the information, and to reproduce it unchanged, and that enables the exact retrieval of this information,

i) Law: the Law on Payment and Securities Settlement Systems, Payment Services and Electronic Money Institutions, numbered 6493 and dated 20/6/2013,

j) Identifier: the combination of numbers, letters or symbols assigned to a payment service user by the payment service provider for the purpose of identifying him or her and distinguishing him or her from other users,

k) Personal security information: information identifying the payment instrument and the identity of the payment instrument user, such as password, expiry date and security code, which may be used in carrying out a payment transaction by means of a payment instrument,

l) Control: the power of a legal person, by any means, to appoint or dismiss the majority of the members of the board of directors constituting the basis for decisions, by virtue of directly or indirectly holding a majority of its capital without the condition of holding at least fifty-one percent, or by holding privileged shares although not holding such majority, or by having the power to dispose of the majority of voting rights on the basis of agreements made with other shareholders,

m) User: the payment service user and the electronic money user,

n) Board: the Banking Regulation and Supervision Board,

o) Institution: payment institutions and electronic money institutions,

ö) Authority: the Banking Regulation and Supervision Agency,

p) Central Bank: the Central Bank of the Republic of Türkiye Joint Stock Company,

r) Payment instrument: a card, mobile phone, password and similar personal instrument determined between the payment service provider and its user and used by the payment service user to give a payment order,

s) Payment order: the instruction given by the payment service user to the payment service provider for the purpose of carrying out a payment transaction,

ş) Payment account: the account opened in the name of the payment service user and used in the execution of the payment transaction,

t) Payment service: the services specified in Article 12 of the Law,

u) Payment service user: the natural or legal person benefiting from a specific payment service in the capacity of payer, payee or both,

ü) Payment service provider: banks within the scope of Law No. 5411, electronic money institutions and payment institutions specified in Article 13 of the Law,

v) Payment transaction: the activity of funds depositing, transferring or withdrawing carried out upon the instruction of the payer or the payee,

y) Payment institution: the legal person authorized within the scope of the Law to provide and execute payment services,

z) Reference exchange rate: the exchange rate applied by the payment service provider or obtained from a public source and used in transactions made in foreign currency,

aa) Branch: the business establishment constituting a dependent part of a payment institution or electronic money institution and carrying out all or part of its activities on its own,

bb) Representative: the natural or legal person acting in the name and on behalf of a payment institution or electronic money institution,

cc) Consumer: the natural or legal person acting for purposes other than trade or profession,

çç) Remote communication tool: Any tool or medium that enables the conclusion of contracts without being physically face to face, such as letters, catalogs, telephone, fax, radio, television, e-mail messages, internet, short message services,

dd) Senior management: The members of the Institution's board of directors, the general manager and deputy general managers, the managers of the internal control and risk management units, and the managers of units other than consulting units who, regardless of the titles under which they are employed, hold positions equivalent to or higher than a deputy general manager by virtue of their authority and duties,

expresses.

SECTION II

Indirect Shareholding

Calculation of indirect shareholding

ARTICLE 4 – (1) In the implementation of this Regulation, in determining the indirect shareholding of natural persons, the shares held by a natural person together with those of his/her spouse and children, and the shares held by the partnerships in which they participate with unlimited liability, or by the partnerships controlled separately or jointly by such person or partnerships, shall be taken into account together. In determining the indirect shareholding of legal persons, the shares held by them and the shares held by the partnerships they control shall be calculated together.

(2) The procedures and principles to be applied in determining the indirect shareholding of a natural or legal person in the capital of an Institution are set out below:

a) The partnership structures of the legal person partnerships holding shares in or acquiring shares in the Institution, and if any, of their legal person partners, shall be determined on a chain basis until natural persons are reached where necessary.

b) The rate of indirect shareholding in the capital of the Institution through legal persons is calculated by multiplying the participation rates. If the same person has a direct participation in the legal persons at the intermediate levels, the said direct participation rate shall be added to the rate reached up to that level before the subsequent multiplication operation.

PART II

Payment Services and Electronic Money

SECTION I

Payment Services

Payment service

ARTICLE 5 – (1) The payment services listed in the first paragraph of Article 12 of the Law are carried out by the Central Bank, banks within the scope of Law No. 5411, institutions established in Türkiye authorized by the Board, and the Postal and Telegraph Organization Joint Stock Company within the framework of the powers granted in the Postal Services Law No. 6475 dated 9/5/2013.

(2) The name of the Institution must contain statements indicating that it is a payment institution or an electronic money institution.

(3) The Institution may not apply interest to the payment account it holds pursuant to the third paragraph of Article 14 of the Law, and may not provide the payment account holder with any benefit linked to time or amount. A payment institution may not issue a payment instrument linked to a payment account for the purpose of executing a payment transaction arising from the purchase of goods or services.

(4) The services listed in subparagraph (d) of the first paragraph of Article 12 of the Law are performed by the Institution controlled and represented by an information or electronic communications operator acting as an intermediary. The financial obligations of the electronic communications operator arising from other regulations are reserved.

(5) The use, by prepaid subscribers of operators authorized to provide electronic communications services, of amounts paid for electronic communications services for the purchase of goods or services other than electronic communications services is accepted as a payment service within the scope of subparagraph (d) of the first paragraph of Article 12 of the Law. It is essential that this payment service be carried out in accordance with the fourth paragraph.

(6) In the execution of the services for intermediating invoice payments listed in subparagraph (e) of the first paragraph of Article 12 of the Law, it is mandatory for the institution to conclude a contract with the institutions generating the invoices regarding the collection of payments on their behalf.

SECOND CHAPTER

Electronic Money

Issuance of electronic money

ARTICLE 6 – (1) The institution issuing electronic money shall issue electronic money without delay equal to the amount of funds it receives. Without prejudice to the third paragraph of Article 13, funds given to the representative of the electronic money institution for the purpose of obtaining electronic money are deemed to have been given to the electronic money institution.

(2) In the implementation of this Regulation, electronic money is deemed to have been issued at the moment payment is made for the purpose of obtaining electronic money.

(3) The institution issuing electronic money is obliged to provide the electronic money user with a receipt showing the amount of funds received in return for electronic money, on paper or in electronic form.

(4) No interest can be accrued on the funds received in return for electronic money, and no benefit dependent on the duration or amount for which the electronic money is held can be provided to the electronic money user.

Redemption of electronic money

ARTICLE 7 – (1) The institution issuing electronic money is obliged, without prejudice to the powers granted and obligations imposed by other laws, to carry out the transactions related to the redemption of funds equal to the electronic money without delay upon the request of the electronic money user. Redemption is carried out by converting the electronic money into funds.

(2) The electronic money user may request the conversion of part or all of the electronic money into funds.

(3) In the contract between the institution issuing electronic money and the electronic money user, the conditions for conversion into funds, including the fees to be paid, are explicitly agreed upon. In the contract, an expiration date of not less than one year may be agreed upon for the electronic money. Before the contract is signed, the electronic money user is informed by the institution issuing electronic money about the contract conditions in accordance with Articles 39 and 40.

(4) The institution issuing electronic money, for the conversion into funds transaction, provided that it is specified in the contract;

a) If requested before the termination of the contract,

b) If an expiration date is agreed upon in the contract and the electronic money user makes a request before this date,

c) If it is requested after more than one year has passed from the expiry date,

it may charge a fee proportional to the cost of this transaction.

(5) In cases where the electronic money user is not a consumer, the conditions for conversion into funds may be freely determined between the parties.

PART THREE

Institutions

CHAPTER ONE

Transactions Subject to Permission

Activity permission

ARTICLE 8 – (1) In applications for activity permission to be made to the Authority in accordance with Articles 14 and 18 of the Law in order to engage in payment services in Türkiye or to issue electronic money, the application petitions shall include;

a) The board of directors resolution for making the activity permission application,

b) The activity program and business plan that explain in detail the matters in Annex-1 regarding the applicant company and the activities planned to be carried out and the organizational structure established to carry out these activities, and signed by the company's board of directors members and general manager,

c) The company's most recent financial statements subjected to independent audit, and in the event that a capital increase has been carried out after the preparation of the financial statements, a report approved by Certified Public Accountants who have received a license in accordance with the Certified Public Accountancy and Sworn-in Certified Public Accountancy Law No. 3568 dated 1/6/1989, stating that the capital has been paid in cash and free from any kind of collusion,

ç) A report prepared as a result of an on-site examination to be conducted by independent audit institutions authorized by the Public Oversight, Accounting and Auditing Standards Authority and included in the list of Independent Audit Institutions Authorized to Perform Information Systems Audit in Banks published by the Authority, regarding the matters of whether the company's capital has been paid in cash free from any kind of collusion, the amount of the initial capital defined in the first paragraph of Article 23 of the Regulation and whether appropriate service units capable of carrying out the envisaged activities, units related to complaints and objections, and internal control, risk management, accounting, information systems and reporting systems in accordance with this Regulation have been established, whether sufficient personnel staff has been formed for these units and whether the personnel's job descriptions and authorities and responsibilities have been determined

or not determined, and whether the necessary measures regarding the continuity of the activities to be carried out and the security and confidentiality of information have been taken,

d) A declaration each, to be prepared by the shareholders having directly or indirectly ten percent or more shares and the shareholders holding control, in accordance with the samples in ANNEX-2 and ANNEX-3 and to be signed in the presence of a notary,

e) A copy of the Trade Registry Gazette in which the company's articles of association were published,

f) The undertakings of the company's shareholders having directly or indirectly ten percent or more shares and the shareholders holding control that they are not bankrupt or have not declared concordat (ANNEX-4),

g) The undertakings of the company and the company's legal entity shareholders having directly or indirectly ten percent or more shares and the legal entities holding control that their applications for restructuring through reconciliation have not been approved and that no decision for postponement of bankruptcy has been rendered about them (ANNEX-5),

ğ) The undertakings of the real person shareholders having directly or indirectly ten percent or more shares and the real persons holding control that they have not been convicted of the crimes specified in subparagraph (d) of the first paragraph of Article 8 of Law No. 5411, together with criminal record documents containing archive records (ANNEX-6),

h) An undertaking each of the company, the company's shareholders having directly or indirectly ten percent or more shares and the real and legal persons holding control that they do not directly or indirectly have ten percent or more shares in or hold control of the banks to which Article 71 of Law No. 5411 is applied or the banks transferred to the Savings Deposit Insurance Fund before the entry into force of Law No. 5411 (ANNEX-7), and the documents they will obtain from the Savings Deposit Insurance Fund regarding these matters,

ı) An undertaking each of the company and the company's shareholders having directly or indirectly ten percent or more shares and the real and legal persons holding control that they do not directly or indirectly have ten percent or more shares in or hold control of the bankers subjected to liquidation and the factoring, financial leasing, financing and insurance companies whose activity permission was revoked other than voluntary liquidation, and the institutions operating in money and capital markets (ANNEX-8),

i) Detailed explanations about the fields of activity, investment and operation areas of the legal entity shareholders having directly or indirectly ten percent or more shares and the legal entities holding control, and the balance sheets and income statements for the last three years approved by sworn-in certified public accountants who have received a license in accordance with Law No. 3568 or subjected to independent audit, and for legal entity shareholders that are financial institutions, a report prepared by one of the rating agencies, if any,

j) The lists showing the privileged shares of the legal entity shareholders having directly or indirectly ten percent or more shares and the legal entities holding control, or in the absence of privileged shares, an undertaking each to that effect (ANNEX-5),

k) An undertaking each of the shareholders having directly or indirectly ten percent or more shares and the real and legal persons holding control that they do not have overdue tax and premium debts (ANNEX-4, ANNEX-5),

l) A report to be prepared by sworn-in certified public accountants who have received a license in accordance with Law No. 3568 about the financial situations of the real person shareholders having directly or indirectly ten percent or more shares and the real persons holding control,

m) Copies of powers of attorney given to the person or persons authorized to represent the shareholders, if any, in transactions to be carried out with the Authority,

n) The information and documents specified in Article 18 of the board of directors members and the general manager,

o) Except for those whose identity and address information can be accessed electronically through the systems established within the scope of the Population Services Law No. 5490 dated 25/4/2006, notarized copies of the identity documents or passports of foreign natural persons whose documents are submitted pursuant to this paragraph,

is added. The Institution is authorized to determine the form and scope of the report to be prepared within the scope of subparagraph (ç).

(2) In the event that the shareholders of the Company holding directly or indirectly ten percent or more of the shares and the shareholders holding control are a bank or financial institution established abroad, in addition to the documents specified in subparagraphs (b), (d), (h), (ı), (j), (m) and (n) of the first paragraph regarding the bank and financial institution;

a) Copies of the resolutions taken from their authorized bodies regarding the conduct of activities in Turkey,

b) The consolidated independent audit report for the last year,

c) The document obtained from the competent supervisory authority stating that it is not prohibited from operating in the country where it is established or operates, or that there is no restriction on its activities,

ç) Detailed information and documents regarding the fields of activity specified in its articles of association, its organizational structure, the country where it is established and its organizational structure outside the country, its activities in international financial markets, and, if any, the report prepared by rating agencies including the projected rating,

must be sent to the Institution.

(3) In activity permit applications, in the event that the shareholders of the Company holding directly or indirectly ten percent or more of the shares and the shareholders holding control are banks and financial holding companies operating under the supervision and audit of the Institution and their qualified shareholders pursuant to Law No. 5411, and financial leasing, factoring and financing companies and their shareholders holding ten percent or more of the shares or holding control, the documents specified in subparagraphs (d), (f), (g), (ğ), (h), (ı), (i), (j), (k), (l) and (o) of the first paragraph shall not be requested for them.

(4) In the event that the deficiencies in the information and documents regarding the activity permit are not remedied within six months from the date of notification of the Institution's letter regarding the deficiency, the activity permit application becomes invalid.

(5) Provided that the conditions, qualifications and competencies sought within the scope of the Law are met and the information and documents are completed, as a result of the evaluation of the services for which the application is made to be carried out and the systems established for the purpose of carrying out these services, if the Board decides that the application is positive, an activity permit is granted to the applicant company. The Board is authorized to determine the scope of the activity permit. Decisions regarding the granting of activity permits become valid as of the date they are published in the Official Gazette.

(6) The institution granted an activity permit shall notify the Institution that it has started its activities within ten days from the date it starts its activities.

(7) It is mandatory to notify the Institution without delay of any changes affecting the accuracy of the documents provided during the application or the validity of the information constituting the basis for granting the activity permit.

Share acquisitions and transfers

ARTICLE 9 – (1) Pursuant to Article 25 of the Law, to the applications to be made to the Institution by real and legal persons who will acquire shares, it is mandatory to add a statement regarding the source to be used for the purchase of shares, a copy of the contract made regarding the transfer of shares, copies of the resolutions taken from the authorized bodies of the legal persons who will take over the shares regarding the share acquisition, and the documents listed in the first paragraph of Article 8 of the Regulation, except for subparagraphs (a), (b), (c), (ç) and (n) of the first paragraph, regarding those who will take over the shares. The third paragraph of Article 8 shall also apply to permit applications to be made for share acquisitions.

(2) In the event that the legal person who will take over the shares is a bank or financial institution established abroad, it is mandatory to add to the applications to be made to the Institution the documents specified in subparagraphs (d), (h), (ı) and (j) of the first paragraph of Article 8 and the documents specified in the second paragraph.

(3) In the event that the shares of the institution are purchased from the execution office in accordance with the provisions of the Execution and Bankruptcy Law No. 2004 dated 9/6/1932, the provisions of the first and second paragraphs shall apply.

(4) In the event that the shares of an institution whose shares are traded on the stock exchange are acquired by a real or legal person at the rates stipulated in the first paragraph of Article 25 of the Law, it is mandatory to obtain permission from the Board in order to be able to use the partnership rights other than dividends attached to these shares. This paragraph shall also apply in the event that the said rates are realized through the acquisition of shares traded on the stock exchange, including shares obtained by the institution outside the stock exchange.

(5) In the event that shares granting the privilege of determining members to the board of directors are purchased from the stock exchange, it is mandatory to obtain permission from the Board for the transfer of shares, regardless of whether there is a purpose of using the voting right.

(6) In the event that the shares traded on the stock exchange of a legal person whose shares are traded on the stock exchange and which owns ten percent or more of the capital of an institution are acquired from the stock exchange at rates that will lead to a change of control, it is mandatory to obtain permission from the Board in order to be able to use the partnership rights other than dividends belonging to the shares of the relevant institution corresponding to these shares.

(7) The Board of Directors is obliged to take measures to ensure the determination of whether permission has been obtained from the Board within the framework of the obligations stipulated in Article 25 of the Law regarding the shareholders participating in the general assembly meetings.

(8) In the event that it is determined that shareholders who are not authorized due to not obtaining the necessary permissions from the Board have used partnership rights in the general assemblies of the institution, the Institution shall request the board of directors to initiate the necessary proceedings within the framework of the relevant articles of the Turkish Commercial Code No. 6102 dated 13/1/2011 for the annulment of the decisions taken.

CHAPTER TWO

Operations and Transactions That Institutions Cannot Perform

Activities that cannot be performed by institutions

ARTICLE 10 – (1) A payment institution cannot engage in any commercial activity other than the provision of payment services listed in the first paragraph of Article 12 of the Law, foreign exchange purchase and sale transactions provided that they are solely related to the provision of the payment service, and the operation of payment systems provided that the provisions set out in Chapter 2 of the Law are complied with.

(2) An electronic money institution cannot engage in any commercial activity other than the issuance of electronic money, the provision of payment services listed in the first paragraph of Article 12 of the Law, foreign exchange purchase and sale transactions provided that they are solely related to the provision of the payment service, and the operation of payment systems provided that the provisions set out in Chapter 2 of the Law are complied with.

(3) The institution cannot accept deposits or participation funds; in all kinds of documents, announcements and advertisements or in statements made to the public, it cannot use the name of a bank or expressions that would create the impression that it operates as a bank or carries out transactions on behalf of a bank.

Prohibition of granting credit

ARTICLE 11 – (1) The institution cannot grant credit. The amounts whose payment is intermediated cannot be installmentized by the institution.

(2) Within the scope of subparagraph (d) of the first paragraph of Article 12 of the Law, the collection of the amount whose payment is intermediated by reflecting it on the invoice issued by the information technology or electronic communications operator acting as an intermediary, until the final payment date of the invoice, is not considered as credit. In payment services carried out within the framework of the provisions of this paragraph, the institution cannot make payment to the buyer or give a guarantee for payments to be made unless the amount of the goods or services is collected.

CHAPTER THREE

Branch, Representative, Outsourcing and Notifications

Opening a branch

ARTICLE 12 – (1) An institution whose equity is not at the level specified in the first paragraph of Article 25 cannot open a new branch.

(2) The address and contact information of the opened branch are published on the institution's website. The institution is responsible for keeping the list of its branches up to date.

(3) In order for the institution to open a branch abroad, there must be no obstacle in the legislation and practices of the country where it plans to open a branch to the Agency's obtaining the information and documents it needs within the scope of its audit and supervision activities and to its conducting audits.

(4) The institution is obliged to notify the Agency within one month following the commencement of the activities of its foreign branch or the termination of its activities.

Representative

ARTICLE 13 – (1) The institution may carry out payment services through a representative. The contract between the institution and the representative is drawn up in writing. An institution whose equity is not at the level specified in the first paragraph of Article 25 cannot appoint a new representative.

(2) The list of representatives and the branches and agencies where the representatives will provide payment services is published on the institution's website. The institution is responsible for keeping the published list up to date.

(3) The representative of an electronic money institution cannot issue electronic money.

(4) The institution is responsible for the services provided by the representative within the scope of the representation relationship being carried out in compliance with the Law and this Regulation. The institution shall ensure that users are notified that the representative provides services on behalf of and for the account of the institution.

(5) The representative is responsible for the performance of payment services. This responsibility does not eliminate the responsibility of the institution.

(6) The institution is responsible for establishing the internal control methods to be used by representatives for the fulfillment of the obligations within the scope of the Law on Prevention of Laundering of Proceeds of Crime No. 5549 dated 11/10/2006 and for the prevention of fraud, and for the supervision of representatives through a central system.

(7) Natural person representatives and the senior management of legal person representatives are required to meet the condition specified in subparagraph (d) of the first paragraph of Article 8 of Law No. 5411. The supporting documents to be given to the institution within the scope of this subparagraph are kept available for audit within the institution.

(8) The Authority is authorized to request the institution to terminate its contractual relationship with the representative in cases where it deems necessary for the protection of consumer rights or where it is determined that the representative's provision of payment services constitutes a violation of the relevant legislation.

(9) The Board is authorized to determine natural or legal persons who cannot act as representatives based on the field of activity.

(10) Those who only carry out the distribution and conversion into fund of electronic money are not subject to the provisions of this Article.

Outsourcing

ARTICLE 14 – (1) The institution may subject its activities to outsourcing, provided that the obligations in the Law, the Regulation and the relevant sub-legislation are complied with and its scope is determined by a written contract. Outsourcing cannot be carried out in a manner that results in the delegation of the authorities of the senior management determined by Law No. 6102, this Regulation and the institution's internal regulations.

(2) Outsourcing cannot be carried out in a manner that results in the loss or change of the conditions underlying the granting of an activity permit.

(3) The external service to be obtained cannot be of a nature that prevents the institution from fulfilling its legal obligations, complying with the relevant regulations and being effectively audited. In the event that obligations are imposed on the institution in the relevant legislation regarding an activity subject to outsourcing, it is mandatory to undertake through the contract to be signed between the parties that these obligations will be fulfilled by the external service provider. This situation does not eliminate the responsibility of the institution.

(4) Outsourcing and the firms from which external services are obtained are reported to the Authority by the institution in accordance with the procedures and principles to be determined by the Authority.

(5) The institution takes the necessary measures to protect its own and its customers' secrets in outsourcing.

(6) In the event that the external service provider is established abroad, it is mandatory that there be no legal obstacle in the legislation and practices of the country where it operates to the Authority timely, completely and correctly obtaining the information and documents it needs and to conducting an audit regarding the service obtained from this establishment.

(7) Outsourcing does not eliminate the obligation of the institution to keep all its accounts and records and information regarding all kinds of transactions ready for audit.

(8) Outsourcing cannot be carried out in a manner that will reduce the effectiveness of the institution's internal control system and the Authority's monitoring and audit capability.

(9) Outsourcing does not eliminate the responsibility of the institution towards its payment service users.

(10) Failure to comply with the provisions of this Article, reaching the conclusion that outsourcing adversely affects the institution's activities, or the external service provider hindering the activities related to the institution's audit by the Authority, entitles the Authority to request the institution to suspend its outsourcing.

(11) The provisions of this Article shall not apply to outsourcing for services obtained in matters such as catering, transportation and cleaning, the procurement, maintenance and repair of all kinds of technical equipment and fixed assets to which the institution has ownership or right of use, training services, legal services and legal consultancy, consultancy and advertising activities, and personnel to be employed in services such as catering, transportation and cleaning, who are employed in another company but work temporarily or permanently at the institution.

Notifications

ARTICLE 15 – (1) Changes occurring in the title and address of the institution must be notified to the Authority by the institution within one week.

(2) The institution shall notify the Authority within one week following the date of the termination of legal personality for the situations specified in subparagraphs (a) and (b) of the first paragraph of Article 17 of the Law, and following the date of expiry of the period for the situation specified in subparagraph (c).

SECTION IV

Corporate Governance

Board of Directors

ARTICLE 16 – (1) The board of directors of the institution shall consist of no fewer than three members, including the general manager. The general manager, or his/her deputy in his/her absence, is an ex-officio member of the board of directors. Those who will attend board meetings as deputy general manager, provided they possess the same qualifications as the general manager, and the circumstances in which they will attend these meetings are determined by the board of directors.

(2) Members of the Board of Directors are required to meet the conditions set forth in subparagraphs (a), (b), (c) and (d) of the first paragraph of Article 8 of Law No. 5411.

(3) The Board of Directors;

a) Determines the organizational structure and human resources policy of the institution and the authorities and responsibilities of the personnel,

b) Determines in writing the strategies and policies and implementation procedures regarding the activities of the internal control and risk management units, and ensures their effective implementation and maintenance,

c) Determines in writing the policies and strategies regarding risk management in general and for each type of risk to which it may be exposed, the level of risk it may take and the implementation procedures related thereto, and has information on risk management,

c) Determining policies regarding the management of information systems and ensuring their implementation by establishing control processes to ensure their effective functioning,

d) Establishing a system that will ensure the evaluation of customer complaints and the provision of a response to the relevant parties regarding the outcome, ensuring that complaints are regularly reported to it containing the matters to be determined, and ensuring that the necessary measures are taken regarding the matters that are the subject of the complaints,

e) Determining the procedures and principles regarding the protection of funds and the internal control and risk management procedures related thereto,

f) Determining the procedures and principles regarding the determination, management, monitoring and reporting of risk, including the activities of representatives,

g) Establishing procedures and principles that will ensure that representatives possess honesty, competence, reputation, financial strength and other qualifications deemed necessary,

ğ) Establishing risk-sensitive systems and controls for the monitoring and control of the representative's activities,

h) Establishing workflow plans covering all stages of the activities to be carried out and the necessary explanations, including the stages related to fund and information flows, the timing and connections between these stages, the role of branches or representatives in the transaction, the parties to the transaction including external service providers, the stages related to external procurement, the repayment of electronic money for electronic money institutions, and the bank accounts to be used in the process,

is responsible.

General manager

ARTICLE 17 – (1) It is a requirement that the general manager of the institution has professional experience in the field of management or finance for at least seven years and has been educated at the undergraduate level.

(2) The general manager is required to possess the qualifications set forth in subparagraphs (a), (b), (c) and (d) of the first paragraph of Article 8 of Law No. 5411.

Notifications regarding board of directors members and the general manager

ARTICLE 18 – (1) Regarding the members of the board of directors and the general manager;

a) Detailed curricula vitae prepared in accordance with the sample in ANNEX-9 containing their professional experience and the education they have received, and for foreign nationals, notarized copies of their identity documents or passports, except for those whose identity and address information can be accessed electronically through the systems established within the scope of Law No. 5490,

b) Declarations that they have not been declared bankrupt or have not entered into concordat,

c) Declarations (ANNEX-7) that they do not hold a direct or indirect share of ten percent or more, or do not hold control, in banks where Article 71 of Law No. 5411 is applied or in banks transferred to the Savings Deposit Insurance Fund before the entry into force of Law No. 5411, together with the documents they will obtain from the Savings Deposit Insurance Fund regarding these matters,

ç) Undertakings that they do not directly or indirectly hold ten percent or more shares in, or do not hold control of, bankers subject to liquidation and factoring, financial leasing, financing and insurance companies whose operating license has been revoked other than voluntary liquidation, and institutions operating in money and capital markets (ANNEX-8),

d) Undertakings that they have not been convicted of the offenses specified in subparagraph (d) of the first paragraph of Article 8 of Law No. 5411, together with criminal record documents containing archive records (ANNEX-6),

e) A copy of the general assembly or board of directors resolution regarding their appointment or election,

is sent to the Authority by the institution within one month after their appointment or election.

(2) For the general manager, in addition to the documents in the first paragraph, a notarized copy of the license diploma is sent to the Authority.

(3) In the event that the members of the Board of Directors and the general manager leave their duties, this situation is notified to the Authority by the institution within one month.

Internal control

ARTICLE 19 – (1) The institution is obliged to establish an adequate and effective internal control system in order to ensure that its activities are carried out effectively and efficiently in accordance with the Law and other relevant legislation, its internal regulations and practices, the integrity and reliability of accounting and reporting systems, and the timely availability of information. The internal control system also includes the controls to be established within the scope of information systems. Except in cases where the representative or the external service provider is a bank within the scope of Law No. 5411, internal control also covers the supervision of activities carried out through the representative or external service procurement.

(2) In order to achieve the expected purpose of internal control;

a) Establishing functional segregation of duties within the institution, sharing responsibilities, clearly and in writing determining authorities and responsibilities,

b) Establishing internal control activities,

c) Establishing workflow charts showing the controls and work steps over the institution's business processes,

ç) Establishing information systems in accordance with the structure and complexity level of the activities,

d) Preparing business continuity and emergency plans and testing them once a year,

is required.

(3) Internal control activities;

a) Control of transactions for the execution of activities,

b) Control of communication channels and information systems and the financial reporting system,

c) Control of the functioning of the process of responding to complaints,

ç) Control of compliance with Law No. 5549 and internal regulations and practices and other legislation and the processes operated for this purpose,

includes.

(4) Internal control activities and how they will be executed are designed taking into account the characteristics of all activities of the institution. In the design of internal control activities; it is essential to ensure that the information produced within the institution is reliable, complete, traceable, consistent and in an appropriate form and quality to meet the need.

(5) Internal control activities are carried out under the board of directors or a board of directors member other than the general manager to be determined by the board of directors. Internal control activities are carried out through internal control personnel who do not have executive duties and in a number compatible with the institution's activity structure and scope. By the internal control personnel, reporting is made to the board of directors or a board of directors member other than the general manager to be determined by the board of directors, twice a year as of the end of June and December, regarding the internal control activities carried out.

Risk management

ARTICLE 20 – (1) The institution is obliged to establish an effective risk management system in order to ensure the identification, measurement, monitoring, control and reporting of all risks that may be exposed, compatible with the scope and structure of its activities and suitable for changing conditions.

(2) Risk management activities are carried out by risk management personnel who do not have executive duties, under the board of directors or a board of directors member other than the general manager to be determined by the board of directors.

Accounting, reporting and independent audit

ARTICLE 21 – (1) The institution is obliged to account for all its transactions in accordance with their true nature within the framework of the procedures and principles determined by the Public Oversight, Accounting and Auditing Standards Authority, and to prepare its financial reports in a form and content that can meet the need for information, in a clear, reliable and comparable manner, suitable for auditing, analysis and interpretation, and in a timely and accurate manner.

(2) The independent audit of the institution's year-end financial statements is carried out by independent audit firms authorized by the Public Oversight, Accounting and Auditing Standards Authority and included in the list of Independent Audit Firms Authorized to Perform Financial Audit in Banks published by the Authority.

(3) Independent audit firms are obliged to immediately report to the Authority the information and findings they obtain during the audit indicating that the provisions of the Law and this Regulation have been violated and that this violation jeopardizes the institution's activities, as well as information and findings that may affect the institution's compliance with the provisions in the third part.

(4) It is mandatory for the independent audit report regarding the institution's year-end financial statements to be reported by the institution to the Authority's database by 15 April of the following year.

Audit and reporting to the Authority

ARTICLE 22 – (1) The Authority is tasked and authorized to implement the regulations contained in the Law, the Regulation and relevant sub-regulations, to ensure the implementation of these regulations, and to monitor and audit the implementation.

(2) The audit carried out by the Authority includes remote supervision within the scope of information, documents, schedules and reports submitted to the Authority, and on-site audit within the framework of the procedures and principles deemed appropriate by the President of the Authority.

(3) The institution accurately transmits to the Authority all kinds of information, documents, schedules and reports requested by the Authority, in the format, method, frequency and periods deemed appropriate by the Authority. The Authority is authorized to request reporting from other payment service providers in the formats, methods, frequencies and periods deemed appropriate, regarding the determination of the total payment transaction volume and the amount of electronic money issuance and the protection accounts.

(4) The Authority is authorized to request from the institution, its partners, its subsidiaries, the institution's branches and representatives, external service providers and other real and legal persons all information it deems related to the implementation of the provisions of the Law and the Regulation, even if confidential, to examine all their books, records and documents, including their tax-related records, and those from whom information is requested are obliged to submit the requested information to the Authority in accordance with the Authority's instructions, to keep this information, books, records and documents ready for examination, to open the entire information processing system in accordance with audit purposes, to ensure and maintain data security, and to present and operate for examination their records in microfiche, microfilm, magnetic tape, diskette and similar media regarding all kinds of books and documents they are obliged to keep and the information they are obliged to provide, and all systems and passwords necessary to access or make the records readable.

(5) Posta ve Telgraf Teşkilatı Anonim Şirketi is subject to the third and sixth paragraphs of Article 5, the first paragraph of Article 11, Articles 19, 20, 22 and 26, the fourth and fifth parts, and the regulations to be made pursuant to Article 64, with respect to the payment services it provides. As a result of the on-site audit to be conducted by the Authority, the Board may temporarily or permanently suspend the payment service provision activities of Posta ve Telgraf Teşkilatı Anonim Şirketi within the scope of the Law.

PART FIVE

Equity

Initial capital

ARTICLE 23 – (1) Initial capital is calculated by deducting, if any, the net period loss and accumulated losses from the sum of paid-in capital, share issuance premiums, share cancellation profits, reserves, accumulated profits and net period profit.

Equity

ARTICLE 24 – (1) Equity is calculated by deducting the deduction items specified in the second paragraph from the sum of the balance sheet items included in this paragraph.

a) Paid-in capital,

b) Share issuance premiums,

c) Share cancellation profits,

ç) Reserves defined in Law No. 6102,

d) Net period profit/loss and accumulated profit/loss,

e) Gains reflected in equity in accordance with Turkish Accounting Standards,

f) Free provisions set aside for possible risks.

(2) The items specified below are considered as deduction items in the equity calculation.

a) The institution's own shares it has acquired,

b) Intangible fixed assets,

c) The total of shares in the capital of banks and financial institutions in which more than ten percent of partnership shares are held,

ç) In cases where the amount of capital held in banks and financial institutions in which ten percent or less of partnership shares are held exceeds ten percent of the institution's equity calculated without deducting the items specified in subparagraph (c) and this paragraph, the amount of capital held in the said banks and financial institutions,

d) Partnership shares in insurance companies.

(3) The elements specified below are not evaluated within the scope of subparagraphs (d) and (e) of the first paragraph.

a) In cases where assets not monitored at fair value are subject to cash flow hedge transactions, the gains reflected in equity in accordance with Turkish Accounting Standards regarding these,

b) Unrealized gains arising as a result of changes in the fair value of liabilities due to changes in the institution's creditworthiness,

c) The amount of dividend decided to be distributed at the general assembly.

(4) In cases where the amount calculated by deducting the amounts specified in subparagraphs (a) and (b) of the second paragraph from the sum of the items specified in subparagraphs (a), (b), (c), (ç), (d) and (f) of the first paragraph is lower than the amount specified in subparagraph (e) of the first paragraph, the difference is not taken into account in the equity calculation.

(5) It is mandatory that the free provisions included in the equity calculation are ready for the institution's use at all times to cover losses that may arise from risks, are clearly included in the accounting records, and are approved by the independent audit firm conducting the institution's independent audit.

(6) The elements used in the equity calculation of financial institutions included in the same capital group as the institution cannot be included in the institution's equity calculation.

(7) Regarding an institution operating as a subsidiary of a bank within the scope of Law No. 5411 and subject to the consolidated supervision of the Authority;

a) There being no obstacle for the parent bank to increase the institution's capital or meet its obligations in case of need,

b) The parent bank guaranteeing the institution's commitments,

c) The parent bank's risk assessment, measurement and control mechanisms covering the institution as well,

provided that, Article 25 shall not apply.

Minimum equity obligation

ARTICLE 25 – (1) The institution's equity is calculated as of the end of June and December in accordance with the procedures and principles specified in Article 24. The calculated equity cannot be less than the minimum paid-in capital amount specified in subparagraph (ç) of the second paragraph of Article 14 of the Law according to the activities carried out for the payment institution and the minimum equity amount calculated according to the third paragraph; and for the electronic money institution, the minimum paid-in capital amount specified in subparagraph (ç) of the third paragraph of Article 18 of the Law and the minimum equity amount calculated according to the sixth paragraph.

(2) The Board is authorized to increase or decrease the minimum equity amount of an institution up to fifty percent in line with the risk assessment to be made.

(3) The minimum equity amount consists of the sum of the amounts specified below:

a) Four percent (4%) of the first five million Turkish Lira payment volume (tranche between 0-5 million Turkish Lira),

b) Two and a half percent (2.5%) of the payment volume of the second five million Turkish Liras (the tranche between 5-10 million Turkish Liras),

c) One percent (1%) of the payment volume of the next ninety million Turkish Liras (the tranche between 10-100 million Turkish Liras),

ç) Five per thousand (0.5%) of the payment volume of the next one hundred fifty million Turkish Liras (the tranche between 100-250 million Turkish Liras),

d) Two and a half per thousand (0.25%) of the remaining amount of the payment volume (above 250 million Turkish Liras),

(4) In the application of the third paragraph, the payment volume is found by dividing the amount of payment transactions carried out by the institution within the last twelve months before the calculation period by the number of months. If twelve months have not passed since obtaining the operating license, the number of months elapsed until the calculation period shall be taken into account.

(5) The Board is authorized to differentiate the minimum equity amount on the basis of the activities listed in the first paragraph of Article 12 of the Law.

(6) The electronic money institution is obliged to maintain equity equal to two percent of the average amount of electronic money in circulation. The electronic money institution that also carries out the payment services listed in the first paragraph of Article 12 of the Law shall maintain minimum equity in the amount calculated according to the third paragraph, in addition to the amount it calculates according to this paragraph.

(7) In the application of this article, the average amount of electronic money in circulation is the average of the financial liabilities related to electronic money issued at the end of each day in the last six-month period of the electronic money institution. The average electronic money in circulation is calculated on the first business day of the month that is the calculation period and is accepted as the value for that month.

(8) If the equity falls below the limits specified in the first paragraph, it is mandatory to inform the Authority within one month following the equity calculation period. If the violation of the first paragraph is not remedied within the period to be given by the Authority, the Board is authorized to take action within the framework of the eighth paragraph of Article 21 of the Law.

PART SIX

Protection of Funds

Protection of payment funds

ARTICLE 26 – (1) Payment funds consist of the total funds that a payment institution, its branches, representatives, or a third-party service provider acting on behalf of the payment institution receives from a payment service user or from another payment service provider on behalf of a payment service user for the execution of a payment transaction and holds in its possession on behalf of the payment service user but has not yet paid to the payee or the payee's payment service provider.

(2) The payment institution shall track payment funds separately from other funds and may use them only for the purpose of executing the payment transaction.

(3) At the end of the business day following the day of receipt, the amount of unpaid payment funds shall be deposited in protection accounts to be opened in the name of the payment institution at a bank within the scope of Law No. 5411 and to be used solely for the protection of these funds.

(4) Payment funds shall be held in protection accounts opened in the currency in which they were received. If it is not possible to open an account in the relevant foreign currency or if it requires an unreasonable cost, payment funds may be held in a protection account by converting them into another currency.

(5) The payment institution shall keep records related to the funds in the protection accounts in a manner that ensures the tracking of payment funds on a payment service user basis.

(6) The payment institution is obliged to compare its own records related to the funds in the protection accounts with the account statements to be obtained from the bank on a daily basis and to ensure the reconciliation of the records belonging to the previous business day every business day. Except for discrepancies arising from timing differences, it is mandatory to keep a record of any correction transaction made regarding the reconciliation. If there is a significant discrepancy between the records, the payment institution shall immediately inform the Authority.

(7) If the reconciliation transactions are carried out electronically, the statements related to the transaction shall be stored physically or securely in electronic form by the institution.

(8) If the reconciliation transactions cannot be carried out within the framework of the principles and procedures specified in the sixth and seventh paragraphs, the payment institution shall immediately inform the Authority.

(9) The balances of payment funds and funds in protection accounts shall be reported to the Authority within the framework of the procedures and principles to be determined by the Authority.

Electronic money protection account

ARTICLE 27 – (1) The amounts received by the electronic money institution, its branches, representatives, or a third-party service provider acting on behalf of the electronic money institution in return for issuing electronic money and not converted into funds by the end of the business day following the day of receipt shall be transferred to an account opened at a bank within the scope of Law No. 5411 solely for the purpose of protecting the funds to be held. This account is defined as an electronic money protection account at the relevant bank.

(2) Funds received through a payment instrument for the issuance of electronic money shall be transferred to the electronic money protection account when they pass to the account of the electronic money institution or otherwise become available for the use of the electronic money institution, without prejudice to the first paragraph. The period for transferring to the electronic money protection account cannot exceed five business days from the issuance of the electronic money.

(3) The end-of-day balance of the electronic money protection account shall be blocked by the bank where the electronic money protection account is held in its account at the Central Bank. In the application of this paragraph, the end-of-day balance is calculated as of 16:30 on full business days and 12:00 on half business days. The Authority is authorized to change the calculation time of the end-of-day balance, provided that the favorable opinion of the Central Bank is obtained.

(4) The electronic money institution shall track the funds it receives in return for issuing electronic money separately from all other funds and cannot use them for a different purpose.

(5) Funds received for payment services other than payment services carried out with electronic money shall be protected within the framework of the procedures and principles specified in Article 26.

(6) The sixth, seventh, eighth and ninth paragraphs of Article 26 shall apply to the reconciliation transactions of electronic money institutions and the reports to be made to the Authority.

Blocking of protection accounts and collateral

ARTICLE 28 – (1) In the cases specified in the third paragraph of Article 22 of the Law, the protection accounts opened for the purpose of protecting payment funds and the electronic money protection account shall be blocked by the relevant bank in order to compensate the rights of fund owners and to ensure the fulfillment of the obligations of the institution arising from the Law.

(2) Payment institutions that perform only the payment service specified in subparagraph (e) of the first paragraph of Article 12 of the Law must hold collateral with the Central Bank in the amount of one million Turkish Liras in cash or T.C. government domestic debt securities issued by the Undersecretariat of Treasury of the Prime Ministry.

PART FOUR

Contract and Rights and Obligations of the Parties

CHAPTER ONE

Single Payment Contract

Single payment

ARTICLE 29 – (1) A payment transaction carried out on a one-time basis and not within the scope of a framework contract is a single payment transaction.

(2) Single payment transactions other than the payment service specified in subparagraph (e) of the first paragraph of Article 12 of the Law shall be carried out within the scope of a written contract to be prepared with letters of at least twelve points. In contracts established by means of remote communication, the written form requirement shall not be sought. A copy of the contract shall be given to the payment service user on paper or by means of a durable data storage device.

Pre-contractual information

ARTICLE 30 – (1) The payment service provider shall inform the payment service user about the contract terms specified in Article 31 before establishing a contractual relationship for a single payment transaction.

(2) The provision of the draft contract or its publication on the payment service provider's website shall substitute for pre-contractual information.

(3) With respect to the payment services specified in subparagraph (e) of the first paragraph of Article 12 of the Law, the maximum completion time of the payment transaction and the fees to be collected shall be announced in a clearly visible manner at the workplace where the payment service is offered.

Contract terms

ARTICLE 31 – (1) In the single payment contract;

a) The information that must be provided by the payment service user for the correct execution of the payment or the identity identifier necessary to access this information,

b) The maximum completion time of the payment transaction,

c) The total fee and the breakdown of the fees to be paid,

ç) If any, the exchange rate or reference exchange rate to be applied in the payment transaction,

provisions relating thereto shall be included.

Obligation to provide information in single payments

ARTICLE 32 – (1) Following the receipt of the payment order, the payer's payment service provider;

a) The reference information specific to the payment transaction and the information regarding the payee,

b) The amount of the payment transaction in the currency specified in the payment order,

c) The total fee and the breakdown of the fees to be paid by the payer,

ç) If an exchange rate different from the exchange rate specified in subparagraph (ç) of the first paragraph of Article 31 is used, the exchange rate information used in the payment transaction and the amount of the payment transaction calculated using this exchange rate,

d) The information regarding the date on which the payment order was received or the payment will be executed,

shall provide to the payer without delay.

(2) Following the execution of the payment transaction, the payee's payment service provider;

a) The reference information specific to the payment transaction and the information regarding the payer,

b) The amount of the payment transaction in the currency of the fund made available to the payee,

c) The total fee and the breakdown of the fees to be paid by the payee,

ç) If any, the exchange rate applied and the amount of the payment transaction,

d) The information regarding the date on which the amount of the payment transaction was made available to the payee,

shall provide to the payee without delay.

(3) The payment service provider shall provide the payer with information regarding the amount of the payment transaction, the maximum completion time of the payment transaction and the total fee and the breakdown of the fees to be paid, following the receipt of the payment order, in relation to the payment services specified in subparagraph (e) of the first paragraph of Article 12 of the Law.

CHAPTER TWO

Framework Contract

Framework contract

ARTICLE 33 – (1) Continuous payment relationships between the payment service provider and the payment service user shall be regulated by a written contract to be prepared with letters of at least twelve points. In contracts established by means of remote communication, the written form requirement shall not be sought.

(2) A copy of the framework contract shall be given to the payment service user on paper or by means of a durable data storage device following the conclusion of the contract and, if the payment service user requests, during the term of the contract, or shall be kept available for the access of the payment service user.

Pre-contractual information

ARTICLE 34 – (1) The payment service provider shall inform the payment service user about the contract terms specified in Article 35 before establishing a framework contract relationship.

(2) The provision of the draft contract or its publication on the payment service provider's website shall substitute for pre-contractual information.

Contract terms

ARTICLE 35 – (1) In the framework contract;

a) The title of the payment service provider, its head office address and, if any, the address of the branch or representative where the payment service is provided, including e-mail address and contact information,

b) The scope of the payment service to be offered and the currency in which the payment will be executed,

c) The information that must be provided by the payment service user for the execution of the payment transaction or the identity identifier necessary to access this information,

ç) Information about the method provided for in Article 43 regarding the giving of consent for the execution of the payment transaction and the withdrawal of this consent,

d) The time of receipt of the payment order provided for in Article 47 and, if any, the latest time within the day determined by the payment service provider for the acceptance of the payment order,

e) The maximum completion time of the payment transaction,

f) the explanation regarding whether an expenditure limit is envisaged for the relevant payment instrument pursuant to Article 44,

g) the breakdown of the fees to be paid by the payment service user to the payment service provider,

ğ) the information regarding the exchange rate or reference exchange rate to be applied in relation to the payment service, or the method of calculating the reference exchange rate,

h) if agreed, that changes in the applicable reference exchange rate shall take effect immediately,

ı) the communication means agreed between the parties to be used in the transmission of information and notifications within the scope of this Regulation, including the technical specifications that the payment service user's device must have,

i) the explanation regarding the method and frequency of transmission of information and notifications to be made to the payment service user within the scope of this Regulation,

j) the explanation regarding the payment service user's right of access to the information and conditions in the contract,

k) the explanations regarding the measures the payment service user must take to keep the payment instrument secure in payment transactions linked to a payment instrument, and the procedure to be followed in informing the payment service provider in the event of loss, theft or unauthorised use of the payment instrument,

l) if agreed, the conditions for the payment service provider to exercise its right to block the payment instrument in accordance with Article 44,

m) the explanation regarding the liability of the payer for unauthorised payment transactions, including the amount information, pursuant to Article 45,

n) the period within which the payment service user must notify the payment service provider of an incorrect or unauthorised payment transaction pursuant to Article 45 and the form of the notification, and the liability of the payment service provider for unauthorised payment transactions pursuant to Article 45,

o) the information regarding the payment service provider's obligation to execute payment transactions in accordance with Article 55 and its liability in the event that payment transactions are not executed at all or not executed properly,

ö) the conditions of the refund to be made in accordance with Article 46,

p) if agreed, that the payment service user shall be deemed to have accepted any change to the contract terms pursuant to Article 36 if the payment service user does not notify that it does not accept the change before the specified effective date of the change,

r) the duration of the contract,

s) the conditions for the expiry and termination of the contract,

ş) the competent authorities for the resolution of disputes between the parties,

the matters relating to these shall be included.

Contract amendments

ARTICLE 36 – (1) The payment service provider shall notify the payment service user of any amendment to the framework contract at least thirty days before the date on which the amendment enters into force.

(2) The notification to be made pursuant to the first paragraph shall include the scope and effective date of the amendment, that the payment service user has the right to terminate the framework contract until that date without paying any fee, and that the amendment shall be deemed accepted if no objection is raised within the period stipulated in the first paragraph.

(3) In cases where a reference exchange rate is applied, the parties may agree that changes in the reference exchange rate shall be applied immediately without notification. Even if not agreed by the parties, changes in the reference exchange rate in favour of the payment service user shall be applied immediately without notification.

(4) Changes in the exchange rate used in the payment transaction shall be calculated and applied in the same way for each payment service user.

Termination of the contract

ARTICLE 37 – (1) If no notice period for termination is agreed between the parties, the payment service user may terminate the contract at any time. The notice period to be agreed may not exceed one month.

(2) Provided that it is agreed in the contract, in the event of termination of the contract, a reasonable and cost-proportionate termination fee may be requested from the payment service user. In contracts of more than one year or of indefinite duration, no fee may be requested for termination carried out after one year.

(3) If agreed in the contract, the payment service provider may terminate a contract of indefinite duration by giving at least two months' notice.

(4) In the event that the payment service fee is paid in advance, the excess amount paid shall be refunded to the payment service user.

Obligation to provide information in transactions within the scope of the framework contract

ARTICLE 38 – (1) Upon the request of the payer, the payer's payment service provider is obliged to provide the payer with information regarding the maximum completion time of the payment transaction, the total fee to be paid and the breakdown of fees before the execution of each payment transaction.

(2) After the execution of the payment transaction, the payer's payment service provider;

a) the reference information specific to the payment transaction and information regarding the payee,

b) the amount of the payment transaction in the currency in which the payer's payment account is debited or in the currency specified in the payment order,

c) the breakdown of the total fee and fees to be paid by the payer for the payment transaction,

ç) if any, the information on the exchange rate applied in the payment transaction and the amount of the payment transaction calculated using this exchange rate,

d) the information regarding the date on which the payment order was received or the payer's account was debited,

shall provide to the payer without delay.

(3) After the execution of the payment transaction, the payee's payment service provider;

a) the information that the payee must provide for the payment transaction to be executed or the identifier enabling access to this information,

b) the amount of the payment transaction in the currency in which the payee's payment account is credited,

c) the breakdown of the total fee and fees to be paid,

ç) the exchange rate or reference exchange rate applied to the payment transaction,

d) the information regarding the date on which the payment amount was made available to the payee, shall provide to the payee without delay.

(4) It may be decided that the notifications within the scope of the second and third paragraphs shall be made at regular intervals not exceeding one month, in a manner that allows the information to be stored and used without being changed.

PART THREE

Common Provisions

Information

ARTICLE 39 – (1) The payment service provider must fulfill the information obligations set out in Part Four in a clear, plain and readable manner, on paper or via a durable data storage device, depending on the request of the payment service user.

(2) In contracts concluded through remote communication means, the information specified in the first paragraph shall be provided immediately after the execution of the payment transaction, in a manner suitable for the remote communication means used.

(3) The burden of proof regarding the fulfillment of the information obligations in Part Four lies with the payment service provider.

Charging fees for information

ARTICLE 40 – (1) The payment service provider may not charge the payment service user any fee for the information it is required to provide under this Regulation.

(2) Provided that it is stipulated in the contract, if the payment service user requests additional information, more frequent information, or the transmission of information by methods different from those provided for in the framework contract, the payment service provider may charge the payment service user a fee proportionate to the cost of this transaction.

Fees

ARTICLE 41 – (1) Provided that it is stipulated in the contract, the payment service provider may charge the payment service user a fee proportionate to its cost in the cases specified in the second paragraph of Article 48, the fifth paragraph of Article 49 and the second paragraph of Article 54.

(2) The sender and the recipient pay the fee determined by their own payment service provider for the payment transaction. In cases where the payment transaction requires the conversion of one currency into another currency, if stipulated in the contract, payment may also be made to the payment service provider of the counterparty.

Information on surcharges and discounts

ARTICLE 42 – (1) The recipient notifies the sender of the surcharge request or discount offer for the use of a payment instrument before the payment transaction.

(2) In cases where a fee is charged by the payment service provider or a third party for the use of a payment instrument, this situation shall be notified to the payment service user before the payment transaction.

PART FOUR

Rights and Obligations of the Parties

Authorization of the payment transaction and withdrawal of authorization

ARTICLE 43 – (1) The payment transaction is deemed authorized by the sender upon giving consent to the execution of the payment transaction.

(2) Consent regarding the payment transaction is given in accordance with the agreed method, before the transaction takes place or, if agreed between the parties, after the transaction takes place. A payment transaction not authorized in accordance with the agreed method is deemed unauthorized.

(3) The sender may withdraw the consent before the periods specified in Article 49. In case of withdrawal of consent given for more than one payment transaction, future-dated payments are deemed unauthorized.

Rights and obligations regarding the payment instrument

ARTICLE 44 – (1) A spending limit may be agreed between the parties for payment transactions to be authorized with the payment instrument.

(2) The payment service provider shall block the payment instrument in cases giving rise to suspicion of fraudulent or unauthorized use of the payment instrument and shall inform the sender in accordance with Article 39 regarding the reason for blocking, except in cases where there are provisions in other laws preventing the provision of information and there are objective reasons threatening security.

(3) When the reason for blocking the payment instrument is eliminated, the payment service provider shall unblock the payment instrument or provide the sender with a new payment instrument.

(4) The payment service user is obliged to take the necessary measures to protect the personal security information related to the payment instrument and to use the payment instrument in accordance with the terms of issuance and use. In case of loss, theft of the payment instrument or becoming aware of any transaction that occurred against their will, the payment service user shall immediately notify the payment service provider or the institution designated by the payment service provider.

(5) The payment service provider issuing the payment instrument;

a) To take the necessary measures to prevent access by persons other than the payment service user to the personal security information related to the payment instrument,

b) Except for the renewal of the payment instrument, not to send an unsolicited payment instrument to the user,

c) To take the necessary measures to enable notification under the fourth paragraph and to enable a request for unblocking the payment instrument, and to provide the payment service user with evidence that the notification was made, if requested within eighteen months from the date of notification,

ç) To prevent any use of the payment instrument from the notification made under the fourth paragraph,

is obliged to.

(6) The payment service provider is responsible for the secure and problem-free delivery of the payment instrument or the personal security information related to the payment instrument to the payment service user.

Rights and obligations of the parties in unauthorized or incorrectly executed transactions

ARTICLE 45 – (1) The payment service user may request the correction of the payment transaction by notifying the payment service provider without delay from the moment they become aware of the unauthorized or incorrectly executed payment transaction. The correction request shall be made in any case within thirteen months from the execution of the payment transaction. In cases where all the information specified in this Regulation regarding the payment transaction has not been provided to the payment service user by the payment service provider, the payment service user may request correction at any time, without being bound by this period. Notifications within the scope of this paragraph shall be made in writing or via remote communication means, and records related to the notifications shall be kept by the institution.

(2) In the event that the payment service user claims that an executed payment transaction was not authorized by them or that the transaction was not executed correctly, the burden of proof that this transaction was approved by the payment service user, accurately recorded and posted to the accounts lies with the payment service provider.

(3) In the event that it is proven that the payment transaction was executed without authorization by the payment service user or was executed erroneously, the payment service provider of the sender is obliged to immediately refund the amount related to this payment transaction to the sender or to restore the debited payment account to its previous state.

(4) In the event that a lost or stolen payment instrument is used or the payment instrument is used by others due to personal security credentials not being properly safeguarded, the sender is liable for the portion of the loss arising from unauthorized payment transactions up to one hundred fifty Turkish Liras. The sender cannot be held liable for unauthorized payment transactions that occur after the notification made in accordance with the fourth paragraph of Article 44.

(5) In the event that the sender fraudulently uses the payment instrument or fails to fulfill the obligations set out in Article 44 intentionally or with gross negligence, the sender is liable for the entire loss arising from the unauthorized payment transaction.

(6) In cases where the payment service provider has not taken the necessary measures to enable the notification within the scope of the fourth paragraph of Article 44, cannot freeze the payment account, or cannot block the payment instrument from use, the sender cannot be held liable for the loss arising from the use of the payment instrument.

Refund in payment transactions initiated by or through the payee

ARTICLE 46 – (1) In a payment transaction authorized by the payee or initiated through the payee, if the amount related to the payment transaction is not fully specified at the time of authorization and the executed payment transaction amount exceeds the amount anticipated taking into account the spending history, contract terms and other relevant matters, the sender may request a refund of the executed payment transaction amount. A refund cannot be requested after the received goods are consumed or the service is received. The payment service provider may request the sender to provide factual evidence regarding their claim. The refund request must be made within two months from the date the payment transaction was executed.

(2) In a payment transaction made by direct debit, it may be agreed in the contract that the sender may request a refund even in cases where the conditions for refund set out in the first paragraph are not met.

(3) Provided that the payment transaction is executed in accordance with the reference exchange rate set out in the contract, the sender cannot base the claim that the conditions in the first paragraph are met on reasons arising from the exchange rate.

(4) In cases where the approval related to the payment transaction is given directly to the payment service provider or the sender is notified at least one month before the date on which the payment is to be executed, it may be agreed in the contract that the sender has no right to request any refund for the payment transaction.

(5) The payment service provider, within ten business days from the date of receiving the sender's refund request, either accepts it and makes the refund in full or rejects it together with its grounds and notifies the legal remedies that may be applied to. This provision shall not apply in the cases specified in the third paragraph.

PART FIVE

Payment

CHAPTER ONE

Payment Order and Payment Amount

Receipt of the payment order

ARTICLE 47 – (1) The moment the payment order reaches the sender's payment service provider is considered the moment the payment order is received. In the event that the payment order reaches the sender's payment service provider outside of a business day, the payment order is deemed received on the following first business day.

(2) The payment service provider may set a time by which the payment order must be received at the latest within a business day. A payment order received after the set time is deemed received on the next business day.

(3) In the event that it is agreed that the payment shall be executed on a specific day, at the end of a specific period, or on the day the sender leaves the funds related to the payment at the disposal of the payment service provider, the day agreed for the payment is considered the time of receipt of the payment order. In the event that the agreed day is not a business day for the sender's payment service provider, the payment order is deemed received on the following first business day.

Rejection of the payment order

ARTICLE 48 – (1) Provided that the conditions set out in the contract are fulfilled by the sender, regardless of whether the payment transaction is initiated by the sender or the payee, the sender's payment service provider cannot refuse to execute the payment order unless the execution of the payment transaction constitutes a violation of Law No. 5549 and other relevant legislation or there is no justified reason.

(2) If the payment service provider refuses to execute a payment order, it shall notify the payment service user of the reason for refusal and, if any, how the errors causing the refusal can be corrected, in accordance with the previously agreed method as soon as possible and in any case by the end of the business day following the receipt of the payment order at the latest. It may be agreed in the contract that the payment service provider may charge a fee for the notification it will make to the payment service user in the event that the refusal is based on a justified reason.

(3) In the application of Articles 52 and 55, a payment order rejected by the payment service provider within the scope of this article is deemed never received.

Irrevocability of the payment order

ARTICLE 49 – (1) After the payment order is received by the sender's payment service provider, it cannot be revoked by the sender unless otherwise agreed between the parties.

(2) In cases where the payment transaction is initiated by the payee or through the payee, the sender cannot revoke the payment order after transmitting the payment order to the payment service provider or giving approval for the execution of the payment transaction.

(3) In a payment transaction made through the direct debit method, the payer may revoke the payment order at the latest by the end of the business day preceding the day agreed for the funds to be debited to the account.

(4) In payments within the scope of the third paragraph of Article 47, the payment service user may revoke the payment order at the latest by the end of the business day preceding the day agreed for the execution of the payment transaction.

(5) After the periods specified in this article have passed, the revocation of the payment order depends on the agreement of the parties. In the cases specified in the second and third paragraphs, the consent of the payee is required for the payer to be able to revoke the transaction after the period has passed. If agreed in the contract, a fee may be charged by the payment service provider for the revocation of the payment order.

Amounts sent and received

ARTICLE 50 – (1) The payer's payment service provider cannot make any deduction from the amount transferred within the scope of the payment transaction.

(2) The payee and the payee's payment service provider may agree that the fees to be collected are deducted from the payment transaction amount. In this case, the full amount of the payment transaction and the fees are specified separately in the notification to be made to the payee.

(3) Without prejudice to the provision of the second paragraph, in payment transactions initiated by the payer, the payer's payment service provider, and in payment transactions initiated by or through the payee, the payee's payment service provider is responsible for the full amount of the payment transaction reaching the payee.

Currency to be used in payments

ARTICLE 51 – (1) Payments are carried out using the currency agreed upon by the parties, provided that it complies with the regulations set out in Decision No. 32 on the Protection of the Value of Turkish Currency, put into effect by the Council of Ministers Decision dated 7/8/1989 and numbered 89/14391.

Payments to the payment account

ARTICLE 52 – (1) The payer's payment service provider transfers the amount of the payment transaction to the account of the payee's payment service provider immediately on the date the payment order is received and in any case at the latest by the end of the following business day. In transactions initiated by a written contract, this period may be extended by one business day. If a longer period is agreed for the execution of the payment, this period cannot exceed four business days from the date the payment order is received.

(2) If the payer's payment service provider or the payee's payment service provider is located abroad, a period different from the periods specified in the first paragraph may be agreed between the parties.

(3) If a date after the date the payment order is given is agreed for the execution of the payment, the payment amount cannot be debited from the payer's payment account before this date.

(4) The payee's payment service provider transfers this amount to the payee's payment account and makes it available for use by the end of the business day on which the payment transaction amount passes to its account.

(5) In a payment transaction initiated by or through the payee, the payee's payment service provider transmits the payment order to the payer's payment service provider within the period agreed with the payee.

(6) In cases where the payment service user is a consumer, funds deposited in cash in the currency of the account into the payment account are made available for use on the date they are received by the payment service provider. In cases where the payment service user is not a consumer, the deposited funds are made available for use at the latest on the business day following their receipt.

Absence of a payment account with the payee's payment service provider

ARTICLE 53 – (1) In cases where the payee does not have an account with the payee's payment service provider, the payment service provider receiving the funds on behalf of the payee makes these funds available for the payee's use immediately and in any case at the latest by the end of the following business day.

SECOND PART

Liability of the Payment Service Provider

Incorrect unique identifiers

ARTICLE 54 – (1) Payment transactions made in accordance with the unique identifier specified by the payer are considered to have been executed correctly. Even if additional information is provided to the unique identifier by the payment service user, the payment service provider is responsible only for the execution of the payment transaction with the unique identifier.

(2) If the unique identifier specified by the payment service user is incorrect, the payment service provider cannot be held responsible for the non-execution or defective execution of the payment transaction. The payer's payment service provider carries out the necessary transactions to recover the funds subject to the incorrect payment transaction. If agreed in the contract, the payment service provider may charge a fee from the payment service user for the recovery of the funds.

Non-execution or defective execution of the transaction

ARTICLE 55 – (1) In payment transactions where the payment order is given by the payer, the payer's payment service provider is responsible to the payer for the correct execution of the payment transaction. If the payer's payment service provider proves that the payee's payment service provider received the payment amount in accordance with the first paragraph of Article 52, the payee's payment service provider becomes responsible for the correct execution of the payment transaction.

(2) In cases where the payer's payment service provider is responsible according to the first paragraph, it refunds the unexecuted or defectively executed part of the payment transaction to the payer without delay and, if the amount has been debited from the payment account, restores the payment account to its previous state.

(3) In cases where the payee's payment service provider is responsible according to the first paragraph, the payee's payment service provider immediately transfers the payment transaction amount to the payee's account and makes it available for use.

(4) In non-executed or defectively executed payment transactions where the payment order is given by the payer, the payer's payment service provider, regardless of whether it is responsible within the scope of this article, determines the reasons for the non-execution or defective execution of the transaction upon request and notifies the payer of the result.

(5) In payment transactions where the payment order is given by or through the payee, the payee's payment service provider is liable to the payee for the correct transmission of the payment order to the payer's payment service provider in accordance with the fifth paragraph of Article 52.

(6) In payment transactions where the payment order is given by or through the payee, the payee's payment service provider is liable to the payee for the execution of the payment transaction in accordance with the fourth paragraph of Article 52. The payee's payment service provider shall, immediately after the transfer to its own accounts, transfer the amount of the payment transaction to the payee's account and make it available for use.

(7) In payment transactions where the payment order is given by or through the payee, if the payee's payment service provider proves that it correctly transmitted the payment order to the payer's payment service provider, the payer's payment service provider shall be liable for the correct execution of the payment transaction. The payer's payment service provider shall, without delay, refund to the payer the part of the payment transaction that was not executed or was executed incorrectly and restore the payment account to its previous state.

(8) In a payment transaction that is not executed or is executed incorrectly where the payment order is given by or through the payee, the payee's payment service provider shall, regardless of whether it is liable under this article, upon request, determine the reasons for the non-executed or incorrectly executed payment transaction and notify the payee of the result.

(9) The payment service provider is liable to its own payment service user for compensation of the interest and fees paid by the payment service user as a result of the non-execution or incorrect execution of the payment transaction.

Force majeure

ARTICLE 56 – (1) The payment service provider cannot be held liable within the scope of the fourth part of the fourth section and the first and second sections of the fifth part in extraordinary circumstances, in cases of force majeure, or when obligations imposed by other laws require it.

THIRD SECTION

Exemptions

Non-consumer payment service users

ARTICLE 57 – (1) In payment transactions where the payment service user is not a consumer, it may be agreed in the contract between the parties that the fourth paragraph of Article 36, the first paragraph of Article 41, the second paragraph of Article 43, the second, fourth and sixth paragraphs of Article 45, and Articles 46, 49 and 55 shall not be applied or shall be applied differently. A period different from the period set out in the first paragraph of Article 45 regarding notification of an unauthorized or incorrectly executed payment transaction and in the first paragraph of Article 52 regarding payments made to the payment account may be determined between the parties.

Privilege for low-value payment instruments and electronic money

ARTICLE 58 – (1) In payment transactions not exceeding three hundred Turkish Liras under the framework contract, or in payment instruments with a spending limit of five hundred Turkish Liras or less or whose amount of funds contained at any time does not exceed five hundred Turkish Liras, with regard to information obligations;

a) The payment service provider shall provide the payer only with information on the main characteristics of the payment service, including the method of use of the payment instrument, liability, fees to be paid and other important information, and, where necessary, on where the other conditions listed in Article 35 can be accessed,

b) The payment service provider cannot propose changes to the framework contract,

c) The payment service provider shall be obliged, after the execution of the payment service, to provide the payment service user with the transaction-specific reference information for the identification of the payment transaction, the amount of the payment transaction or, in cases where more than one transaction of the same type is carried out, the total amount of the transactions and information on the fees to be paid for these transactions; in payment instruments whose user is not identifiable or in cases where it is technically impossible for the payment service provider to provide this information, this information shall not be provided; however, in any case, it shall be obliged to provide information on the amount of funds in the payment instrument,

may be agreed.

(2) Under the framework contract, in relation to payment transactions not exceeding three hundred Turkish Liras or payment instruments with a spending limit of five hundred Turkish Liras or less or whose amount of funds contained at any time does not exceed five hundred Turkish Liras;

a) In cases where the payment instrument cannot be blocked or further use cannot be prevented, the fourth paragraph of Article 44 and subparagraphs (c) and (ç) of the fifth paragraph of Article 44 shall not be applied,

b) In payment instruments whose user is not identifiable or for other reasons arising from the characteristics of the payment instrument, in cases where the payment service provider cannot prove that the payment transaction was authorized, the second, third, fourth, fifth and sixth paragraphs of Article 45 shall not be applied,

c) In cases where it is clearly understood from the circumstances that the payment order will not be executed, the payment service provider shall not be required to notify the payment service user of the rejection of the payment order, ç) The payer cannot revoke the payment order after transmitting the payment order or giving approval for the execution of the payment transaction,

d) Execution periods different from the periods set out in Articles 52 and 53 shall apply, may be agreed.

(3) In relation to payment transactions not exceeding three hundred Turkish Liras or payment instruments with a spending limit of five hundred Turkish Liras or less or whose amount of funds contained at any time does not exceed five hundred Turkish Liras, it is not mandatory to conclude a contract within the scope of the first paragraph of Article 29 and the first paragraph of Article 33. The provisions of the first and second paragraphs, other than those relating to the framework contract, shall also apply to these payment instruments.

Complaints and objections

ARTICLE 59 – (1) Payment service providers are obliged to respond to the complaints and objections submitted by payment service users in relation to the payment service, within twenty days from the date of application, by using the application method of the payment service users, in a provable and reasoned manner. Payment service providers are obliged to take measures to ensure that the complaints and objections of payment service users easily reach the relevant units.

PART SIX

Final Provisions

CHAPTER ONE

Miscellaneous and Final Provisions

Cooperation with competent authorities

ARTICLE 60 – (1) The fulfillment of the requests of authorities authorized to audit under foreign country laws and equivalent to the Authority, to conduct audits at the Turkish subsidiaries of payment institutions and electronic money institutions operating in their own countries, and their requests for information, as well as requests regarding the information of the branches or subsidiaries of institutions abroad within the scope of consolidation, is subject to the permission of the Board, taking into account the principle of reciprocity.

(2) Additional procedures and principles regarding cooperation to be carried out with domestic and foreign competent authorities on auditing, information sharing and other matters may be determined by the Board, after obtaining the opinion of the relevant parties.

Documents to be obtained from abroad

ARTICLE 61 – (1) In relation to the operating licenses set out in this Regulation, documents deemed necessary and possible to be obtained under the relevant country's legislation shall be requested from foreign nationals.

(2) In the event that the documents requested from foreign nationals cannot be obtained because there is no authority or system where records are kept in the country where these persons reside, it is mandatory that this situation be evidenced to the Authority with a document to be obtained from the competent authorities of the relevant country.

(3) In the event that the documents requested from foreign nationals cannot be obtained because there is no authority or system where records are kept in the country where these persons reside, and this situation cannot be evidenced to the Authority with a document to be obtained from the competent authorities of the relevant country, it is mandatory that a written declaration be made by the relevant natural or legal persons stating that the said evidencing cannot be made.

(4) In relation to the applications set out in this Regulation, it is mandatory that the documents to be obtained from abroad be approved by the competent authorities of the relevant country and by the consulate of Türkiye in that country, or in accordance with the provisions of the Convention Abolishing the Requirement of Legalisation for Foreign Public Documents dated 20/6/1984 and numbered 3028, adopted within the framework of the Hague Conference on Private International Law, and that notarized translations of the documents be attached to the application.

Request for additional information and documents

ARTICLE 62 – (1) In applications to be made to the Authority within the scope of this Regulation, the Authority may request additional information and documents it deems necessary. The time elapsed until the additional information and documents requested by the Authority reach the Authority shall not be taken into account in the calculation of the six-month period set out in the fourth paragraph of Article 15 of the Law. The Board may establish transactions within the framework of information and documents obtained differently.

Monetary amounts

ARTICLE 63 – (1) The authority to update the monetary amounts set out in this Regulation, taking into account the current conditions, belongs to the Board.

Management and auditing of information systems

ARTICLE 64 – (1) The Board determines the procedures and principles regarding the management of the information systems used by institutions in carrying out their activities within the scope of the Law and their auditing by authorized independent audit institutions.

Entry into force

ARTICLE 65 – (1) This Regulation enters into force on the date of its publication.

Execution

ARTICLE 66 – (1) The President of the Banking Regulation and Supervision Agency executes the provisions of this Regulation.