Membership Agreement and Terms of Use

Article 1 — Parties and Definitions

1.1. This Membership Agreement and Terms of Use (hereinafter the "AGREEMENT") has been concluded between Akıllı Taşıma (hereinafter "AKILLITASIMA" or the "PLATFORM") on one side and the natural or legal person who becomes a member of the akillitasima.com website (hereinafter the "MEMBER") on the other, upon the MEMBER's electronic approval.

1.2. Definitions:

• PLATFORM: The electronic commerce intermediary service provider website and mobile application operating under the akillitasima.com domain name, which enables those who want to have cargo transported and those who provide cargo transport services to meet.
• SHIPPER: The natural or legal person who creates a listing on the Platform for the cargo they want transported.
• CARRIER: The taxpayer natural or legal person transporter (carrier, haulier, etc.) who makes offers on listings created by the Shipper.
• REFERRAL MEMBER (MEMBER): The natural or legal person who participates in the Platform's referral / partnership programme and receives an Earnings share, at a rate determined by the Platform according to their membership level, from the Commission arising from the transactions carried out by the users they brought to the Platform through their referral (sub-shippers, sub-carriers and other sub-accounts). It is a special role distinct from the general term "MEMBER" used in this Agreement.
• LISTING: The information published on the Platform by the Shipper regarding the cargo they want transported.
• OFFER: The price and terms proposal made by the Carrier in response to a listing.
• AGREEMENT / MATCH: The relationship established when the listing owner (Shipper) accepts a Carrier's offer.
• COMMISSION: The brokerage service fee collected by the Platform from the Carrier on the agreed offer price after an agreement is reached.
• EARNINGS: The share paid by the Platform to the Referral Member out of the Commission collected by the Platform. Earnings are not a separate or additional fee collected from the Shipper or the Carrier.
• TRANSPORT SERVICE FEE: The fee collected by the Carrier directly from the Shipper in return for the transport service. The Platform is not a party to this fee.

Article 2 — Legal Position of the Platform

2.1. AKILLITASIMA is an "electronic commerce intermediary service provider" within the meaning of the Law No. 6563 on the Regulation of Electronic Commerce. The Platform only provides the technical infrastructure that enables the Shipper and the Carrier to find each other.

2.2. AKILLITASIMA is NOT a party to the transport contract. The transport contract is established directly between the Shipper and the Carrier after the match. The Platform is in no way a party to, or responsible for, the performance, non-performance or defective performance of this contract, or for any damage, delay or loss.

2.3. AKILLITASIMA does not warrant that the Carrier's transport authorization certificates, K certificates, insurance, vehicles and service quality are complete and sufficient. Checking these matters is the responsibility of the Shipper.

2.4. AKILLITASIMA does not warrant that the cargo handed over by the Shipper for transport complies with legislation, is safe to transport and is as declared. Checking this matter is the responsibility of the Carrier.

2.5. The service offered by AKILLITASIMA is limited to matching, communication infrastructure and brokerage. The Referral Member programme regulated in Article 6 does not change the Platform's position as an intermediary as defined in this article.

Article 3 — Membership Conditions

3.1. Membership requires being at least 18 years old, having legal capacity and accepting the Agreement electronically.

3.2. For membership as a Carrier, the following are additionally required:

• Being a taxpayer (sole proprietorship, limited company, joint-stock company or a self-employed person registered in the tradesmen's registry),
• Holding the transport authorization certificates required by legislation (K1, K2, etc.),
• Having a valid bank account.

3.3. The MEMBER undertakes that the information provided in the membership application is accurate, up to date and complete. In the event of false, incomplete or misleading information, the Platform reserves the right to suspend or cancel the membership.

3.4. Each MEMBER may create only one membership account. The confidentiality and security of the account details (username, password) are the MEMBER's responsibility. The MEMBER is liable for all damage arising from unauthorized use of the account.

Article 4 — How the Platform Works

4.1. From the SHIPPER's perspective:

• The Shipper creates a Listing containing the necessary details about the cargo they want transported (type of cargo, weight, volume, departure-arrival points, date, etc.).
• Reviews the Offers received from Carriers.
• Reaches an agreement by accepting the Offer they find suitable.
• After the agreement is established, the Carrier's identity and contact details are revealed to the Shipper (after the Carrier makes the commission payment).
• Pays the transport service fee directly to the Carrier. The Platform does not intermediate this payment.

4.2. From the CARRIER's perspective:

• The Carrier makes Offers on the Listings they are interested in.
• The Carrier whose Offer is accepted pays the Commission fee, calculated on the offer price agreed on the Platform, to the Platform via virtual POS.
• Upon completion of the Commission payment, the Shipper's identity and contact details are revealed to the Carrier.
• The Carrier performs the transport service by coordinating directly with the Shipper and collects the service fee directly from the Shipper.

4.3. Before the agreement, the parties' identity and contact details are hidden from the other party by the Platform. Information is shared only within the flow described above.

Article 5 — Commission and Payment

5.1. The Commission is calculated by applying the rate determined by the Platform to the Carrier's accepted Offer price. The current commission rate is published on the Platform.

5.2. The Commission is collected from the Carrier as an amount including VAT. The Platform issues an e-invoice/invoice to the Carrier in return for the payment.

5.3. The Commission payment is made via virtual POS (3D Secure) on the infrastructure of PayTR Ödeme ve Elektronik Para Hizmetleri A.Ş. Card details are not stored by the Platform.

5.4. Unless the payment is completed, the Shipper's details are not revealed to the Carrier. Failure to complete the match due to unpaid commission is the Carrier's responsibility.

5.5. The conditions for refunding the Commission are separately regulated in the Refund and Cancellation Policy.

Article 6 — Referral Member Programme; Earnings

6.1. Scope and nature. The Referral Member role is the Platform's programme based on voluntary participation. The Earnings paid under this role are a share payment made by the Platform out of the Commission it collects from the Carrier. Earnings are not a separate/additional fee collected from the Shipper or the Carrier and do not affect the transport service fee.

6.2. Independence — no employment relationship or agency. The Referral Member is not an employee, worker or representative of the Platform, nor an agent within the meaning of Laws No. 6098 and 6102. There is no service/employment contract, social security obligation or relationship of dependency between the parties; the Referral Member carries out their activity in their own name and on their own account, at their own commercial risk. This relationship does not establish a commercial agency within the meaning of the Turkish Commercial Code; therefore, no right to claim an equalization (portfolio) compensation under TCC art. 122 or any similar claim arises upon termination of the Agreement.

6.3. How the Referral Member (Member) programme works.

• (a) The Referral Member earns Earnings from the Commission arising from transactions carried out by the users (sub-shippers, sub-members) they brought to the Platform.
• (b) The earnings rate is determined by the Platform according to the Referral Member's membership level. The level may vary according to criteria determined by the Platform (size of the referral network, transaction volume, etc.).
• (c) Earnings accrue only upon the Commission payment arising from real and completed transport transactions.

6.4. Participation fee and prohibition of pyramid schemes. The referral programme is not a pyramid or Ponzi scheme. No entry or membership fee is charged for participation in the programme; merely registering new users does not in itself generate Earnings. Earnings are in all cases tied solely to real Commission income arising from actually completed transport transactions.

6.5. Rates and snapshot principle. Earnings rates are determined by the Platform and may be changed unilaterally by the Platform with prospective effect. Each Earning is calculated at the rate in force at the time of accrual and that rate is fixed on that record; a subsequent change of the rate does not affect Earnings accrued in the past.

6.6. Cancellation of Earnings. If the transaction subject to an accrued Earning is cancelled, the Commission is refunded, fraud/abuse is detected or this Agreement is breached, the relevant Earning may be cancelled by the Platform and deducted from the balance. Earnings records are not changed retroactively; the cancellation is recorded as a separate entry.

6.7. Balance and payout. Accrued Earnings accumulate in the Referral Member's balance on the Platform. Payment is made within the minimum amount, period and procedures determined by the Platform. Since the Platform collects the Commission from the Carrier via virtual POS, it does not store card or bank account details. If the Earnings payment is made by bank transfer, bank account (IBAN) details specific to that payment may be requested from the MEMBER solely for the purpose of making that payment; this information is not stored permanently in the membership profile. Liability arising from an incorrect or incomplete IBAN notification rests with the MEMBER.

6.8. Tax. Earnings are subject to the applicable tax legislation. The Referral Member is personally responsible for fulfilling their own tax obligations regarding the Earnings they obtain (declaration, issuing invoices/self-employment receipts, etc.). The Platform fulfils the legal withholding and reporting obligations where required by legislation.

6.9. No guarantee. The Platform does not guarantee the Referral Member any minimum Earnings, transaction volume or number of customers/members. The programme's conditions, rates and levels may be changed by the Platform, or the programme may be terminated entirely.

Article 7 — Rights and Obligations of the Parties

7.1. Obligations of the MEMBER:

• To use the Platform only in accordance with legislation and the rules of good faith.
• Not to create false, misleading or untrue listings or offers.
• Not to attempt to bypass the brokerage commission by steering other users off the Platform. In this case, the Platform reserves the right to cancel the membership and claim the damage it has suffered.
• To use the details of other users obtained through the Platform solely for the performance of the transport contract, not to share them with third parties and not to use them for marketing purposes.
• Not to create listings for, or transport, prohibited or dangerous cargo or cargo whose transport is subject to special permission (drugs, weapons, smuggled goods, live animals contrary to legislation, dangerous goods without ADR, etc.).
• Not to engage in conduct that would damage the Platform infrastructure; not to use bots, scrapers or automated tools.
• Not to engage in communication on the Platform that contains insults, threats or harassment towards other users.

7.2. Rights and obligations of the Platform:

• The Platform makes reasonable efforts to ensure the continuity of the service; however, the MEMBER accepts that the service may be temporarily suspended for technical reasons, maintenance, updates or force majeure.
• The Platform reserves the right to suspend or terminate, without prior notice, the membership of a MEMBER who acts contrary to this Agreement, legislation or the general rules of morality and good faith.
• Although the Platform is not obliged to review listing and offer content in advance, it reserves the right to remove content that is contrary to legislation or violates the terms of use.

Article 8 — Limitation of Liability

8.1. AKILLITASIMA is not a party to the transport contract established between the parties. In this context, AKILLITASIMA cannot be held liable in any way for the following:

• Damage, loss, theft, wetting or loss of value of the cargo during transport,
• Late delivery or non-delivery of the shipment,
• Failure to collect the transport service fee from the Shipper,
• Failure of the Carrier or the Shipper to fulfil their contractual obligations,
• Torts, fraud or criminal acts committed by the parties against each other,
• The information provided by the parties not reflecting the truth,
• Damage arising from the nature of the cargo (prohibited, dangerous, undeclared cargo, etc.).

8.2. The Platform cannot be held liable for damage that may arise from server outages, cyber attacks, force majeure or technical problems caused by third parties.

8.3. In any event, the Platform's liability is limited to the Commission fee it has collected from the MEMBER in relation to the relevant transaction.

Article 9 — Intellectual Property Rights

9.1. All designs, logos, trademarks, software, code, databases, content and images on the Platform belong to, or are licensed to, Akıllı Taşıma. The MEMBER may not copy, reproduce, distribute or create derivative works from these elements.

9.2. The MEMBER undertakes that they hold the intellectual property rights to, or are authorized to publish, the content (listings, photos, etc.) they upload to the Platform. The Platform has the right to use this content for the provision, promotion and development of the service.

Article 10 — Privacy and Personal Data

The principles regarding the processing of the MEMBER's personal data are regulated in the KVKK Privacy Notice and Privacy Policy published separately under the Personal Data Protection Law No. 6698. By approving the membership, the MEMBER declares that they have also read and accepted these texts.

Article 11 — Amendment of the Agreement

11.1. AKILLITASIMA reserves the right to unilaterally change the terms of this Agreement and the other rules, service policies and commission rates on the Platform.

11.2. Changes enter into force when published on the Platform. The MEMBER's continued use of the Platform means acceptance of the changes. A MEMBER who does not accept the changes may terminate their membership.

Article 12 — Termination of the Agreement

12.1. The MEMBER may terminate their membership at any time. Even if the membership is terminated, obligations relating to ongoing transactions (unpaid commission, open listings, ongoing agreements, etc.) do not end.

12.2. AKILLITASIMA may suspend or terminate the membership without prior notice in cases such as breach of the Agreement or legislation, suspicion of fraud, complaints from other users or non-payment.

12.3. AKILLITASIMA reserves the right to deactivate (suspend) at any time, where it deems necessary, accounts older than 5 (five) years from their creation date — in particular dormant accounts with no transaction or sign-in during this period. The processing and storage of data relating to a deactivated account is subject to the retention period provisions of the KVKK Privacy Notice.

Article 13 — Dispute Resolution and Competent Court

13.1. Turkish law applies to the resolution of disputes between the parties.

13.2. The Courts and Enforcement Offices of Samsun have jurisdiction over disputes. For a MEMBER who has the status of a consumer, the jurisdiction of the competent courts and arbitration committees under Law No. 6502 is reserved.

Article 14 — Entry into Force

This Agreement consists of 14 articles, enters into force upon the MEMBER's electronic acceptance and remains valid indefinitely.