B2B Commercial Terms of Service and Master Subscription Agreement

Last Effective / Update Date: October 19, 2026
IMPORTANT COMMERCIAL NATURE AND B2B NOTICE:
This Master Subscription Agreement and Terms of Service ("Agreement") governs the commercial business-to-business (B2B) contractual relationship pursuant to the Turkish Commercial Code (Law No. 6102, "TTK") Art. 18/2, requiring all merchants to act as prudent business operators. This software service is provisioned strictly for professional, commercial, and industrial operations. Consumer protection legislation (including Law No. 6502 on the Protection of Consumers) and statutory consumer cooling-off / withdrawal rights are strictly inapplicable to this commercial agreement. By registering an account, initiating a trial, logging in, or purchasing a license, Customer unconditionally acknowledges its status as a commercial merchant and agrees to be irrevocably bound by these terms.

1. Parties and Formation of the Agreement

This Agreement is entered into between ParcelRec Platform / Ali Bingöl ("Service Provider", "ParcelRec"), located at Kocatepe Mah. 1. Sok. Bayrampasa / Istanbul, Turkey, and the commercial entity or individual business operator utilizing the software ("Customer").

The Agreement takes full legal effect electronically upon Customer completing account registration, logging into the platform, initiating a trial period, or transmitting subscription payments. Customer represents and warrants that the person executing this Agreement possesses full legal corporate authority to bind the entity.

2. Service Description, Technical Scope, and Hardware Requirements

ParcelRec is a cloud-based Software-as-a-Service (SaaS) platform engineered to visually record e-commerce packing operations, link video recordings with shipment barcodes, generate cryptographic integrity digests, and synchronize files with Customer's designated Google Drive storage.

3. "As-Is" Service Standard and Best Effort Basis

SERVICE STANDARD STATEMENT:
The ParcelRec platform is furnished on an "AS-IS" and "AS-AVAILABLE" basis without warranties of any kind, whether express, statutory, or implied. Service Provider does not warrant that the software will operate 100% uninterrupted, entirely error-free, latency-free, or meet all specific commercial expectations of Customer. The primary contractual obligation of Service Provider is limited to exercising reasonable commercial "best efforts" to preserve software operational availability.

4. Marketplace API Integrations (Read / Write / Push Disclaimers)

Customer may voluntarily configure third-party e-commerce marketplace API credentials (e.g., Trendyol Seller ID / Supplier ID, API Key, and API Secret) within the software.

API Transmission Architecture:

Marketplace Penalties and Sole Liability: ParcelRec operates strictly as an independent automated conduit. Customer bears exclusive liability for invalid API credentials, lack of API permissions, marketplace volumetric (desi) rate penalties, late delivery penalties, marketplace store suspensions, commission disputes, or API rate-limit quota exhaustion. Service Provider disclaims any and all legal, financial, or administrative liability arising from marketplace actions against Customer.

5. Google Drive Bridge and Zero Permanent Archive Architecture

ParcelRec routes recorded packaging videos directly to Customer's authorized Google Drive repository.

6. Packing Station Footage, Workplace Laws, and Employee Disclosures

Customer acknowledges that capturing video and audio footage of employees or third parties at fulfillment stations constitutes personal data processing where Customer acts exclusively as the "Data Controller" under applicable labor laws and data protection legislation.

7. Management Dashboard, Employee Performance, and Labor Disputes

The ParcelRec dashboard generates operational metrics, including packing duration, station volume, and employee packaging counts.

Such statistics constitute operational efficiency indicators only. Customer covenants that it shall not cite ParcelRec as a legal co-party or conclusive legal expert in wrongful termination lawsuits, labor severance claims, union disputes, or workplace disciplinary actions initiated by employees. Customer assumes sole liability for all labor and employment law decisions executed within its enterprise.

8. SHA-256 Cryptographic Hash and Evidentiary Value

The platform computes 256-bit SHA-256 (Secure Hash Algorithm) mathematical digest values for recorded files to verify technical data integrity.

While this demonstrates that video files have not been modified post-creation, Service Provider makes no warranty that marketplace dispute boards, courier claims committees, consumer arbitration boards, or courts will accept these files as conclusive legal evidence or an official expert witness opinion. Evaluation of electronic evidence rests solely with competent judicial and administrative authorities.

9. Third-Party Sharing of Footage and Links

Customer may share video records, screenshots, or system-generated sharing URLs with marketplaces, buyers, couriers, or third parties.

Determining the lawful basis of such dissemination, redacting sensitive personal data (customer names, phone numbers, residential addresses), and controlling link permissions is the exclusive responsibility of Customer. Customer assumes full liability for privacy infringements resulting from public link distribution.

10. Account Security and Prohibited Conduct

Customer is strictly responsible for safeguarding its user credentials and API tokens. Customer shall not:

Breach of this section grants Service Provider the right to immediately terminate the account without notice and pursue statutory damages.

11. Subscription Tiers, Billing, and Strict No-Refund Policy

Billing Terms: License fees are billed in advance based on the selected tier (monthly or annual). Access may be suspended if subscription fees remain unpaid upon invoice maturity.

Price Adjustments: Service Provider reserves the right to modify subscription pricing and package limits to reflect infrastructure cost increases or market adjustments. Changes shall take effect upon the subsequent renewal billing cycle.

Strict No-Refund Policy: Because ParcelRec is a digital SaaS service immediately provisioned for commercial operations, all license fees paid are strictly non-refundable. No pro-rata refunds or credits shall be issued for voluntary cancellations, unused monthly recording quotas, or hardware incompatibilities.

12. Limitation of Liability

LIABILITY CAP (MAXIMUM AGGREGATE LIABILITY):
Except in cases of proven gross negligence or intentional willful misconduct verified by a final court judgment; Service Provider shall not be liable for any lost profits, loss of business, loss of data, loss of goodwill, marketplace penalties, customer chargebacks, or indirect, punitive, or consequential damages arising out of or related to this Agreement.

To the maximum extent permitted by applicable law, Service Provider's cumulative total liability arising out of or related to this Agreement or the use of the platform shall be strictly limited to the net subscription fees actually paid by Customer to Service Provider during the one (1) month immediately preceding the event giving rise to liability.

13. Indemnification and Legal Recourse

Customer agrees to defend, indemnify, and hold harmless Service Provider, its founder, and affiliates against any and all third-party lawsuits, administrative fines from regulatory agencies, courier claims, or marketplace sanctions arising out of Customer's breach of this Agreement, unlawful marketplace API operations, or employee privacy violations. Customer shall promptly reimburse Service Provider for all incurred damages, legal penalties, statutory interest, court expenses, and reasonable attorney fees upon first written demand.

14. Evidentiary Agreement (HMK Art. 193)

Pursuant to Article 193 of the Turkish Code of Civil Procedure (Law No. 6100, "HMK"), the parties expressly agree that Service Provider's server logs, database transaction entries, system audit records, SHA-256 cryptographic logs, and email correspondences shall constitute exclusive, conclusive, and binding evidence in any judicial, commercial, or administrative proceeding, and Customer formally waives the right to tender an oath against such records.

15. Intellectual and Industrial Property Rights

All source code, algorithms, user interfaces, database designs, branding, logos, and technical documentation are the exclusive intellectual property of Service Provider protected under Law No. 5846 on Intellectual and Artistic Works and the Industrial Property Code No. 6769. Customer is granted only a revocable, non-exclusive, non-transferable, and limited commercial license to use the software during the paid subscription term.

16. Force Majeure

Events beyond the reasonable control of Service Provider—including natural disasters, earthquakes, fires, armed conflicts, government decrees, labor strikes, global internet backbone collapses, major cyberattacks, marketplace API infrastructure downtimes, or Google Drive service outages—shall constitute Force Majeure. Service Provider shall not be deemed in default or held liable for non-performance during Force Majeure events.

17. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such determination shall not affect the validity or enforceability of the remaining provisions. The invalid provision shall be replaced by a valid provision that most closely reflects the commercial and legal intent of the parties.

18. Unilateral Amendments to Terms

Service Provider reserves the right to modify these Terms to accommodate statutory updates, software modifications, or security requirements. Updated terms take effect immediately upon publication on the web portal. Continued use of the platform after updates constitutes Customer's binding acceptance of the revised Terms.

19. Governing Law and Exclusive Jurisdiction

This Agreement shall be governed by, interpreted, and construed strictly in accordance with the substantive laws of the Republic of Turkey. Given the commercial merchant status of the parties, the Courts and Execution Offices of Istanbul (Caglayan) Central shall have exclusive jurisdiction over any dispute or claim arising under this Agreement.

20. Electronic Notices and Legal Communication

The corporate email address provided by Customer during registration shall be deemed a valid formal notification address pursuant to TTK Art. 18/3. Electronic notices delivered to this address carry identical legal weight to physical notices. For formal legal communication with Service Provider, the designated email address is: parcelrecord@gmail.com.