1. Parties
This Carrier Purchase Agreement (the "Agreement") is entered into between:
Buyer / Platform Operator: Tavaktech LTD (“cealio” / “Buyer”), Office 106, 9 Brewers Lane, Richmond, Surrey, TW9 1HH, UK, Company No. 16563260, email hello@cealio.com; and
Supplier / Carrier: the transportation company or professional accepted onto the cealio partner program (the "Carrier" or "Supplier").
Together, the "Parties".
2. Subject
This Agreement governs the Carrier’s provision of non-scheduled passenger road transport and related services (airport transfers, point-to-point, hourly hire, meet & greet support as applicable) for jobs facilitated through the cealio Platform, and the commercial terms of job acceptance, performance, scoring, and settlement (progress payments / hakediş).
cealio operates a technology Platform connecting Customers with Carriers. The Carrier performs the transport as an independent contractor / service provider and is not an employee of cealio.
3. Definitions
- Job: a transport assignment including pickup point, time, drop-off, passenger details, vehicle requirements, and price components.
- Guest: passenger(s) traveling under a Job.
- Driver: person operating the vehicle for the Job.
- Platform / System: cealio admin, partner, and driver tooling used to receive, accept, update, and complete Jobs.
- Settlement: amounts payable to the Carrier for completed Jobs after deductions, adjustments, and penalties under this Agreement.
- Carrier Score: quality metric based on Guest feedback, on-time performance, cancellation behavior, and cealio evaluations.
4. Representations of the Carrier
The Carrier represents and warrants that it:
- holds all licenses, authorizations, and insurance required for passenger transport in the operating territory (including tourism/transport permits where mandated);
- employs or contracts only legally eligible Drivers with valid licenses and clean records as required by law and cealio standards;
- will maintain vehicles that are roadworthy, insured, clean, and matched to the booked class;
- will comply with tax invoicing obligations for amounts received;
- will not subcontract a Job to an unknown third party without cealio’s prior written approval.
5. Job assignment and acceptance
5.1 Assignment channels
cealio may offer Jobs via the Platform, email, SMS, or other agreed channels, at any time of day.
5.2 Acceptance and rejection
Unless a capacity commitment applies, the Carrier may accept or reject open Jobs. Once accepted, the Carrier must perform unless a permitted return/reject window applies.
Return/reject window: except for Jobs with pickup less than six (6) hours away, the Carrier may return a Job within thirty (30) minutes after acceptance. Later returns may be refused; the Carrier remains liable for resulting damages (including documented Guest alternative transport / missed-connection costs) up to limits notified by cealio, which shall not exceed the Job sale value plus proven extraordinary Guest costs where the Carrier’s fault is established.
5.3 Capacity commitments
If the Carrier makes a written seasonal capacity commitment, Jobs sent within that commitment are deemed accepted unless cealio agrees otherwise. Absence of a commitment means no volume guarantee by either Party.
5.4 Vehicle and driver data
For every accepted Job, the Carrier must promptly provide accurate vehicle plate and Driver details in the System and update changes immediately. Failure that causes Guest harm or missed flights is the Carrier’s responsibility under clause 5.2.
6. Performance standards
6.1 On-time performance
The Carrier must position the vehicle at the pickup point at the scheduled time, subject to force majeure. Airport waiting and flight-tracking rules in the Passenger Transport Agreement / Job brief apply. Included wait times must be observed.
6.2 Meet & greet
Where meet & greet is part of the Job, the Driver or greeter must use the specified signage/contact protocol.
6.3 Status updates
The Carrier/Driver must mark Job statuses (en route, arrived, passenger on board, completed) truthfully and on time in the System.
6.4 Conduct
Drivers must be professional, sober, and respectful; follow traffic law; and not solicit off-platform payments for cealio Jobs.
6.5 Guest changes
Route changes or extras requested by Guests require cealio operations approval and pricing; unauthorized private cash deals for cealio Jobs are prohibited.
7. Price, settlement, and invoicing
7.1. Job buy rates or net amounts are shown in the System or rate cards communicated by cealio.
7.2. Settlement cycles (e.g. weekly/monthly) are defined in the partner commercial schedule. cealio may net off penalties, chargebacks caused by Carrier fault, tolls advanced, or prior overpayments.
7.3. The Carrier must issue compliant invoices/ewaybills as required by law for amounts due.
7.4. Disputed settlement lines must be raised within fifteen (15) days of the statement; otherwise the statement is deemed accepted.
8. Penalties and recourse
cealio may apply contractual penalties or cost recovery for:
- late acceptance abandonment;
- no-show of vehicle;
- false status updates;
- unclean/unsafe vehicle or wrong class without approval;
- Guest-critical failures (missed flight due to Carrier fault) with documented damages;
- privacy or data misuse.
Penalties will be proportionate and pre-notified in partner rules or Job terms where practicable.
9. Insurance and liability
The Carrier maintains mandatory and commercially adequate insurance for passenger transport. The Carrier is primarily liable for damages arising from Driver negligence during the Job. cealio’s Platform liability toward Carriers is limited to proven direct damages and capped at fees paid to the Carrier for the affected Jobs in the prior three (3) months, except for willful misconduct or gross negligence.
10. Data protection
The Carrier processes Guest personal data only to perform Jobs and in accordance with applicable data protection law, cealio’s instructions for Platform-sourced data, and the Data Protection Addendum where applicable. Guest data must not be used for independent marketing.
11. Confidentiality and non-solicitation
Platform rates, Guest contacts, and System data are confidential. During the term and for twelve (12) months thereafter, the Carrier shall not use Guest personal data obtained solely via cealio to solicit competing bookings for the same Job, without prejudice to Guests who independently find the Carrier.
12. Term and termination
This Agreement starts on Carrier onboarding acceptance and continues until terminated by either Party with thirty (30) days’ notice, or immediately for material breach, loss of license/insurance, fraud, or safety incidents. Outstanding Jobs must be completed or safely handed back. Settlement of completed Jobs survives termination.
13. Compliance
The Carrier complies with labor, tax, migration, and transport laws for its Drivers and vehicles. The Carrier is solely responsible for Driver employment/contractor status.
14. Governing law
Laws of the Republic of Türkiye. İstanbul courts and enforcement offices have jurisdiction.
15. Acceptance
Electronic acceptance via the partner onboarding flow, or countersigned PDF, constitutes binding acceptance of this Agreement and incorporated partner operating rules.
cealio: Tavaktech LTD · Office 106, 9 Brewers Lane, Richmond, Surrey, TW9 1HH, UK · hello@cealio.com