1.1.NAUTILICA DİJİTAL TEKNOLOJİ HİZMETLERİ ANONİM ŞİRKETİ (hereinafter referred to as “SHIPMIND”) a joint stock company, having its principal place of business in Adatepe Mah. Doğuş Cad. No: 207z İç Kapı No: 1 Buca /İZMİR.
1.2.The user (hereinafter referred to as ‘’User’’) who benefits from the digital services provided by SHIPMIND within the scope of this Agreement and pays the service fee agreed by the parties in this context.
1.3.“SHIPMIND” and “User” shall be referred to collectively as the “Parties” and individually as the “Party”.
For purposes of this Agreement, the following terms shall have the meanings set forth below:
Service:Shall mean the services to be provided by SHIPMIND to the users who create a subscription to the website, provided that they approve the user agreement.
Service List:Means the list of services to be provided by SHIPMIND through the platform.
User:Shall mean any legal person who benefits from the digital services provided by SHIPMIND by entering the data requested on the website and who pays the service fee agreed by the parties in this context.
Platform:Means the following website https://www.shipmind.tech
Offer:Shall mean the financial offer transferred by SHIPMIND between the user requesting the offer and the bidder.
Requesting user:It refers to the user to whom the bidder company’s offer to provide services is sent via the Platform.
Bidder:Refers to the user who sends an offer through the Platform for the purpose of providing services to the user requesting an offer.
SHIPMIND:Refers to Nautilica Dijital Teknoloji Hizmetleri Anonim Şirketi.
3.1.SHIPMIND is a formation that transmits transportation offers of companies that both import and export and manage logistics operations to its Users. SHIPMIND performs the aforementioned services to the Users via the website https://www.shipmind.tech/ (hereinafter referred to as "Platform").
3.2.The purpose of this Agreement is the determination of the rights and obligations of the Parties regarding the use of the website under the terms specified in the Agreement herein.
3.3.By accepting this Agreement, the User registers for the membership and in this context obtains the right to access to and benefit from the digital services offered by SHIPMIND through the Platform.
3.4.With this Agreement, the User acknowledges that there is no physical delivery of the services provided by SHIPMIND and that all the services shall be provided and delivered electronically.
3.5.With this Agreement, SHIPMIND agrees to provide the services of the Platform to the User at the prespecified prices and conditions. By accepting the Terms of the Agreement The User declares and acknowledges that in the event that The User requires to purchase any service, information or a membership it is necessary to pay the determined service fee on time and otherwise the User shall not have the right to access the service, information or subscription packages.
3.6.The Service list containing the services that will be provided through the Platform is an integral part of the Agreement and SHIPMIND reserves the right to unilaterally update the mentioned list and to change the content of the services. It’s the User responsibility to examine all updates and changes regarding the service list.
4.1.The Usage rights of the User shall be activated directly after the acceptance of the Terms of the Agreement herein through the determination of the password via the link sent by SHIPMIND.After completion of the payment for the package price chosen by the user according to the payment regulations pursuant to Article 5 hereof, the User shall be able to use the services offered through the Platform. The user is free to change the password any time.The user is obliged to show all necessary care and attention to keep the username and password confidential.
4.2.The User hereby accepts, declares and undertakes that the User has read and understood the entire agreement and unconditionally accepts and approves all the issues sprecified in the agreement herein regarding the Platform. The User also agrees not to raise any objections regarding these regulations.
4.3.The User shall not use the digital services provided by SHIPMIND in a way that disrupts public order, violates public morality, disturbs and harass others, for illegitimate purposes or to infringe on the intellectual or industrial rights of others (copyright, trademark or patent, etc.). In addition, the User shall not engage in activities and works that prevent or make it difficult for others to use the services provided through the Platform. The user accepts, declares and undertakes in advance to comply with the above-mentioned restrictions.
4.4.For the whole period the User benefits from the services provided by SHIPMIND, the User accepts, declares and undertakes to comply with the provisions of the Law on Intellectual and Artistic Works, Industrial Property Law, Turkish Commercial Code, Turkish Penal Code, Turkish Code of Obligations and other legislation and the notices published by SHIPMIND and also agrees not to violate any of the mentioned legislation.
4.5.SHIPMIND; shall not be responsible for the inability of the User to Access the Platform due to failures and problems related to the general electricity network, internet access and similar force majeure reasons. SHIPMIND does not guarantee that the services it provides through the Platform will be uninterrupted or error-free, or that certain results will be obtained by using the content or by linking to the Platform.
4.6.SHIPMIND may at its sole discretion unilaterally stop the service provided to the User at any time permanently or temporarily and reserves the right to postpone, limit and deny the User's access to any page or service without stating a reason and without any warning. In this case, the user cannot hold SHIPMIND liable by any means. For this reason, the User accepts and undertakes that SHIPMIND will not claim any compensation or similar rights and costs under any name due to the temporary suspension of services.
4.7.Within the limits of legal regulations, SHIPMIND may unilaterally change, adjust and update the terms of this Agreement, the Platform and the content of the Platform at any time. The User is deemed to have accepted these changes, adjustments and updates made by SHIPMIND. In the event that the changes regarding the Agreement terms are not accepted by the User, SHIPMIND reserves the right to suspend the services or to terminate the contract.
4.8.The User accepts, declares and untertakes that all the electronic devices and technical equipment of the User which is necessary to use the products and/or services, meet the minimum criteria that is required to benefit from the services. Furthermore the User accepts and declares that in case of being unable to benefit from the services due to the computer and/or technical equipment that does not comply with the criteria mentioned above, SHIPMIND shall have no responsibility and that the User will not make any demands from SHIPMIND regarding this matter.
4.9.The fact that SHIPMIND provides services under this Agreement does not mean that it gives any commitment or warranty to the User for the supply of a hardware and/or software or for the proper functioning of the existing hardware and/or software. SHIPMIND does not warrant or guarantee the accuracy or up-to-dateness regarding the data it provides within the scope of the Platform.
4.10.Within the scope of this Agreement, SHIPMIND undertakes to ensure that the User receives offers from companies that perform import, export and logistics operations which comply with the requests and requirements of the User and that The User is able to compare these offers. Furthermore SHIPMIND undertakes to convey the location, capacity and delivery information of the Ship performing the transportation to be carried out according to the User's preference. The data produced in this way that can be purchased by the User, is the data that is obtained from the information flow provided to SHIPMIND by the Companies and is processed by SHIPMIND. In this context the User acknowledges that; SHIPMIND dos not warrant the accuracy of the data used in the calculations and that the results to be reached as a result of the filters only include the information and summaries transmitted by the Companies and that it’s the sole discreation of the User to choose the Company the User wants to work with. The User also accepts, declares and acknowledges that SHIPMIND does not give any guarantee regarding the transportation and that SHIPMIND has no responsibility for the transportation process or the transportation contract to be made with the Company. Accordingly, SHIPMIND cannot be hold responsible in any way for the direct and/or indirect damages, lack of profit, moral damages and damages that third parties may suffer.
4.11.Within the scope of the offers transferred between the Platform Users, SHIPMIND does not warrant or guarantee the reliability of the service providing company or that the company is suitable and competent to provide the service which is subject to the transferred offer. Furthermore SHIPMIND does not warrant or guarantee the fullfilment, the timely completion, the safety, quality and adequacy of the transportation services.
4.12.SHIPMIND can cooperate with 3rd party institutions and organizations in various ways in order to use the services and services it offers more effectively. This cooperation; advertising, sponsorship, permission marketing, data sharing and other legal commercial means.
4.13.In case the User concludes a contract regarding the services to be provided by the Bidder through SHIPMIND and receives services from the Bidder accordingly, The User accepts, declares and undertakes that SHIPMIND shall not be hold responsible for any kind of defective performance, breach of contract, false declaration, etc. and that SHIPMIND shall also not be hold responsible for any damages that may accour out of the services provided by the Bidder.
5.1.The User submits the request for a membership through the application form filled via the Platform. SHIPMIND shall request the title of the company, tax identification number, company email address, company phone number, name-surname, title, phone number information of the company executive to be entered in the application form. The abovementioned data are requested in accordance with Article 7.2 and will be processed regarding to the procedure and conditions specified in the article.
5.2.The application form shall be forwarded to SHIPMIND after the User has filled in the application form via the website. SHIPMIND may also request additional documents to the ones listed above. The User’s application shall be evaluated within 7 workdays by SHIPMIND at the latest. SHIPMIND reserves the right to reject the User’s application. The User whose application has been rejected can not claim any rights or can not raise any objection to SHIPMIND.
5.3. In the event that SHIPMIND approves the User’s application, username and password shall be determined and send to the User in order to log in to the system. After the User has successfully loged in to the system with the username and password defined by SHIPMIND, the User, shall read and approved the Agreement herein. Through the approval of the Agreement, all necassery membership procedures will be completed and the User will be able to update the username and password according to its preference.
5.4.The User accepts and undertakes that all the data and information submitted to SHIPMIND for registration purposes and also during usage of services is correct and also that SHIPMIND is not responsible for any claims that might arise from incorrect and deficient data. The User shall be responsible to maintain the accuracy of such information and promptly update such registration information as necessary.
5.5.The User accepts and undertakes that the User can use the services subject to the Agreement herein by entering the username and password determined by SHIPMIND at the first stage and after logging into the system and accepting this Agreement the User may update the username and/or password information. The User also acknowledge and accepts that SHIPMIND shall not be hold responsible for unavailibility of the services due to an incorrect password entry.
5.6.The membership provided by SHIPMIND via Platform is confidential and personal, and the usage rights of these services provided through the Agreement herein solely belong to the User. With one email address, multiple memberships cannot be created. The User shall be responsible for any unathorized use of the account by any third party. In this case SHIPMIND shall not be hold responsible in any way.
5.7.The username and password should remain confidential and sharing these with 3rd parties is strictly prohibited. The User hereby accepts, declares, and undertakes to keep the username and password confidential, to not share any of the relevant data with 3rd parties, to not allow any 3rd party to use the account defined for the User. In the event that the User finds out or suspects that the User’s data has been obtained by 3rd parties, the User shall immediately notify SHIPMIND. The User accepts, declares, and undertakes that SHIPMIND will not be responsible for the damages that may arise due to the use of username and password by 3rd parties.
6.1.The membership fees to be applied within the scope of the Agreement herein might differ according to the membership type which will be chosen by the User. The membership fees for the services provided are specified and listed in the Membership and Fee Table which is an integral part of the Agreement herein. (Appendix*)
6.2.SHIPMIND reserves the right to make the membership transactions and the services provided partially or completely paid or free and also reserves the right to make a discount on the applied tariffs by sending the User discount codes, password etc. Membership transactions and the pricing policy of some services may vary depending on the number and quantity of the purchased services.
7.1.SHIPMIND reserves the right to unilaterally terminate the Agreement at any time. Accordingly, SHIPMIND may, in it sole discretion waive to provide the User with the services/products subject to the Agreement herein and may suspend the services. In this case, the User can not claim any right or compansation from SHIPMIND.
7.2.The User may terminate the Agreement upon written notice to SHIPMIND. After completion of the notfication process, the User’s membership will be terminated immidiately.
7.3.The User may not; use or make use of the services for any purpose other than for individual use may not Transmit/assign the services to any third party and/or institution. In the event that an unauthorized use of the services is detected or suspected by SHIPMIND, SHIPMIND may immiediately suspend the services provided in the scope of the Agreement and unliterally terminate the Agreement without any notice. In this case, SHIPMIND reserves the right to claim for loss indemnisation and other demands.
7.4.After the termination of the Agreement herein, the User may request the deletion, destruction, or anonymization of the personal data provided within the Agreement’s scope after the membership termination. User’s demand for the deletion, destruction, or anonymization of personal data is evaluated according to procedures and principles projected by the SHIPMIND Personal Data Protection and Processing Policy.
7.5.The User cannot claim any right or receivable from SHIPMINND if the User’s membership expires or cease by SHIPMIND.
8.1.The Parties declare that they have mutually acknowledged compliance with the obligations related to personal data protection, each for the part under its responsibility. The Parties mutually acknowledge that the personal data provided by them in order to enter into and implement this Contract will be in compliance with the General Data Protection Regulation (hereinafter referred to as "KVKK") and the applicable legislation on the protection of personal data. Kişisel veriler, KVKK ve ilgili diğer mevzuata uygun olarak işlenmiş ve aktarılmış olacaktır. Both parties will comply with all applicable requirements of the Data Protection Legislation and further legal regulations.
8.2.SHIPMIND shall be holding and processing non-sensitive personal data of the User such as, name, surmane, date of birth, address, telephone number, e-mail, requested and sent offer information in order to provide a better service to the User for legal, personnel, administrative and management purposes.
8.3.SHIPMIND is obliged to inform the User, who is the owner of personal data, and in this context, the User acknowledges and agrees to have read this Agreement, the Clarification Text and the Additional Personal Data Policy and that SHIPMIND has fulfilled all the obligations arising from the Law on Protection of Personal Data No. 6698 (hereinafter referred to as "KVKK").
8.4.The user accepts and undertakes that all the personal data transferred in regard with the membership is correct and that in the event that the personal data should lose its currency the User shall update all the information immediately.
8.5.SHIPMIND; accepts and warrants to process, transfer and store the personal data of the User, limited to the scope and purpose of this Agreement. The User may use the personal data transferred to the User within the scope of this Agreement, for the purpose of using the products and services correctly and to respond to consumer questions via e-mail, mail or telephone. SHIPMIND may use the personal data transferred by the User for communication the purposes within legal limitations, for marketing activities and similar purposes, provided that the User has also given an express communication permission. SHIPMIND also reserves the right to use personal data for profiling limited to service providing purposes.
8.6.In the scope of the agreement herein the User accepts, declares and undertakes to have given explicit consent to SHIPMIND to statistically share the personal data by anonymizing. The procedures and principles in the SHIPMIND Personal Data Protection and Processing Policy shall be applied for the transfer of the mentioned data.User's personal data cannot be processed other than the purpose of this Agreement. SHIPMIND will not sell or disclose the User's personal data in a way that will allow them to use it for purposes other than the aforementioned purposes. Exceptional rights stipulated in KVKK are reserved.
8.7.SHIPMIND undertakes to carry out the internal and external audits stipulated by the KVKK.
8.8.SHIPMIND shall conclude the User’s requests regarding the processing, transfer and/or retention of the personal data as soon as possible, and in any case, within 30 (thirty) days at the latest and free of charge. In order for this period to begin, the User shall send the request to SHIPMIND in writing or by other methods determined by the Personal Data Protection Board. In cases where the request is rejected by SHIPMIND, or the the reponse is considered insufficient by the User; The User may file a complaint to the Personal Data Protection Board within 30 (thirty) days from the date of receiving the response and in any case within 60 (sixty) days from the date of application.
8.9.The parties accept, declare and undertake that they will immediately delete, destroy or anonymize the relevant personal data in accordance with the provisions of KVKK and other legislation, without prejudice to the obligations and exceptional circumstances set forth in the law, following the expiration of the purpose of processing of the relevant personal data.The data of SHIPMIND Users and persons who otherwise benefit from the Platform and the Service will continue to be stored unless the User terminates this Agreement for any reason and this User or the relevant person does not make a special request to SHIPMIND.
9.1.SHIPMIND exclusively owns all intellectual and industrial property and financial rights of all the visual and written content of the Website, including any logo, graphic, sound, design HTML code, other codes, technical data presented in written, electronic, machine-readable form, service delivery system applied, business method, business model and all the related material.
9.2.The User accepts, declares, and undertakes not to use any method to create derivative works from this content or expose them to the public, in order to copy, reproduce, modify, or other unauthorized purposes regarding the services offered in the digital environment. In the event that SHIPMIND determines that the membership on the website is used for the purposes mentioned above, SHIPMIND has the right and authority to terminate the User's membership in accordance with Article 6 of the Agreement.
9.3.All rights of the software used in the creation or design of the database of the website belong to SHIPMIND. The User shall not reverse engineer the software and the Technologies. or decompile, nor otherwise create or attempt to create the source code from the object code of the Software.
10.1.For the purposes of the Agreement herein, all kind of information in connection with and regarding the performence of this Agreement such as; trade secrets, customer records, confidential or proprietary information, any kind of design, method of operation, software, source codes, including but not limited to, identity information, background information, historical information, supplier or customer information, or any financial arrangement, pricing method, know-how, documented information, machine-readable or interpreted information, templates or drawings in physical components, all kinds of data listed here and all personal data belonging to the Parties, partners, shareholders, officials, managers, representatives and personnel of the Parties, defined as “Personal Data” in accordance with the Law on the Protection of Personal Data No. 6698 and the relevant legislation shall be deemed as confidential information regardless of whether it is marked as such.
10.2.The User accepts, declares and undertakes all kinds of written/oral information, documents, specifications, personal and financial information belonging to companies and their employees, as well as all kinds of data (hereinafter referred to as "Information"), including but not limited to, that the user receives directly or indirectly due to the implementation of this Agreement or transmitted to them by SHIPMIND is intellectual property asset of SHIPMIND. The User also accepts, declares and undertakes that The User will strictly protect the confidentiality of this Information and shall not transmit, disseminate or disclose it to third parties and organizations.
10.3.Each Party declares and undertakes to protect all kind of information and documents obtained during the entire commercial relationship between the parties and this Agreement, by protecting intellectual and industrial rights, not to transmit, give or disseminate them to third parties or institutions in any way, not to use for advertising purposes and not to disclose in any way through media organs and media outlets without the written consent of the other Party on the condition of revocation. This commitment will remain in effect for 5 (five) years, regardless of the termination of the contract for any reason.
10.4.The Parties shall take all necessary measures to protect the confidentiality of the Information. These measures shall not be less protective than the measures taken by the Parties to protect their own confidential information.
10.5.The User shall immediately notify SHIPMIND in writing when The User becomes aware that any confidential information of SHIPMIND has been disclosed in violation of this Agreement. In this case SHIPMIND has the right to pursue legal proceedings at the User's expense, in order to compensate for any damages incurred.
10.6.The User undertakes to disclose the Information only to his own employees who are assigned to know and use them. However, the User can transmit the contractual information and documents to their own subcontractors (hereinafter referred to as “the 3rd party”) only after receiving the written approval of SHIPMIND. The Parties will also be responsible for the compliance of any 3rd party with the confidentiality regulations of the Agreement herein. Companies are therefore also obliged to indemnify all kinds of losses and damages that SHIPMIND will suffer as a result of the violation of the confidality regulations of any 3rd party.
10.7.In addition, the User undertakes to take all necessary measures to ensure that The User’s employees and, if any, subcontractors use the aforementioned Information in accordance with the confidentiality regulations and relevant applicable provisions of the Agreement herein. In case the Information needs to be disclosed to the competent authorities, the User is primarily obliged to notify the current situation to SHIPMIND in writing and to get its written approval.
11.1.The Parties hereto shall initially attempt to resolve all claims, disputes or controversies arising under, out of or in connection with this Agreement by conducting good faith negotiations amongst themselves. In the event that the Parties hereto are unable to resolve the matter following good faith negotiations Courts and Execution Offices located in İzmir will have exclusive jurisdiction to settle any dispute or claim.
11.2.This Agreement shall be governed by and construed in accordance with Turkish Law
11.3.The Parties hereby acknowledge SHIPMIND’s address referred to in article 1 of this Agreement and the User’s address which is entered to the Platform during the membership application as their notification addresses. The address stated by the User is regarded as the legal notification address for all notices given in connection with the Agreement herein. Unless any address changes made by the User are informed to SHIPMIND in writing, any notice to be made to the last notified address shall be deemed served to the User.
11.4.This Agreement shall enter into force after the User has completed the necessary membership procedure and has read and accepted the terms of the Agreement herein, and shall remain in force until terminated by one of the Parties. This Agreement shall become effective upon the User’s declaration that the Agreement has been read and accepted. In this respect, The Agreement shall be deemed effective when the User clicks on the "I Accept the Membership Agreement" button electronically and the acceptance statement is recorded by SHIPMIND.
11.6.The User declares, accepts and undertakes that The User has read, understood and accepted all of the provisions of this Agreement, that all the information given to SHIPMIND regarding The User is correct and that The User approves them. The User accepts and declares that; the User has been informed about the essential features of the Services which will be given within the scope of this Agreement, the service fee, payment method and all other matters beforehand, and that this Agreement and the documents attached to the Agreement are binding.
11.7.The language of the Platform and Service offered by SHIPMIND is English. If there is a difference in meaning between the English and Turkish texts of this Agreement, the English language text will prevail.