Effective Date:
This Seller Agreement (the “Agreement”) is entered into between XPLORE WORK YAZILIM TİCARET LİMİTED ŞİRKETİ (“Xplore Work” or the “Service Provider”), which operates the XPLORE WORK (Xw) application and related digital services (the “Platform”), and any natural or legal person acting as a seller, manufacturer, supplier, distributor, or other commercial user (the “Seller”) who registers with the Platform and uses services including product listings, commercial communications, company profiles, commercial matching, and related services.
By registering with the Platform, creating a Seller account, or using Seller services, the Seller acknowledges and agrees that this Agreement is binding upon the Seller.
1. PARTIES AND DEFINITIONS
1.1. Service Provider
XPLORE WORK YAZILIM TİCARET LİMİTED ŞİRKETİ
Address: Güvenevler Mah. 1928 Sok. Ekinci Global İş Merkezi Sit. Floor: 14 No: 5/25 Yenişehir, Mersin / Türkiye
Email: support@xplorework.com
1.2. Seller
“Seller” means any natural or legal person acting as a manufacturer, seller, supplier, distributor, or other commercial user who creates an account on the Platform and presents products, production capacity, commercial activities, or other business information, or establishes commercial connections through the Platform.
1.3. Platform
“Platform” means the mobile applications, internet services, and related digital infrastructure and services operated by Xplore Work.
2. SUBJECT AND SCOPE OF THE AGREEMENT
This Agreement governs the rights, obligations, and responsibilities relating to the Seller’s use of its account, company profile, product listings, international product codes, commercial communications, commercial relationships established with other users, and related services provided through the Platform.
Xplore Work primarily provides digital infrastructure, commercial matching, communication, product and company visibility, and related technology services.
Unless expressly stated otherwise, Xplore Work is not a party to commercial transactions conducted between the Seller and other users.
3. SELLER ELIGIBILITY AND COMPANY VERIFICATION
3.1. In order to register with the Platform and access certain commercial features, the Seller must provide accurate and complete company, identity, tax, business activity, and authorization information requested by Xplore Work.
3.2. Xplore Work may request additional information or documentation from the Seller, including:
- tax identification numbers and tax documents,
- trade registry records,
- company incorporation or business activity documents,
- registered business activity codes,
- manufacturer or business activity certificates,
- licenses and permits,
- authorized representative information,
- trademark or intellectual property documentation,
- product certificates, and
- other documents reasonably necessary for verification.
3.3. The Seller represents that all documents provided are authentic, valid, current, and belong to the Seller or the business represented by the Seller.
3.4. Xplore Work may restrict or withhold access to certain Platform features until the verification process has been completed.
4. SELLER ACCOUNT AND AUTHORIZED REPRESENTATIVES
4.1. The Seller is responsible for ensuring that all information provided when creating an account is accurate, complete, and current.
4.2. Any person creating an account on behalf of a legal entity represents that they are duly authorized to represent that legal entity on the Platform and to perform the necessary actions on its behalf.
4.3. The Seller is responsible for maintaining the security of its account and login credentials.
4.4. Passwords and other security credentials must not be shared with unauthorized third parties.
4.5. If the Seller becomes aware of unauthorized use of its account or any security breach, the Seller must notify Xplore Work without undue delay.
5. PRODUCT LISTINGS AND INTERNATIONAL PRODUCT CODES
5.1. The Seller must ensure that all product information published on the Platform is accurate, complete, and current.
5.2. This obligation includes, in particular:
- product names and descriptions,
- product images,
- brand and manufacturer information,
- product categories,
- technical specifications,
- production capacity,
- stock or supply information,
- certificates,
- required licenses and permits,
- country-of-origin information,
- international product codes, and
- other product information requested by the Platform.
5.3. The Seller may use only product codes that it is authorized to use or that correctly correspond to the relevant product.
5.4. The use of incorrect, misleading, manipulated product codes, or codes belonging to another product is prohibited.
6. SELLER REPRESENTATIONS AND OBLIGATIONS
The Seller represents, warrants, and undertakes that:
- all information and documentation provided by the Seller is accurate,
- the Seller has the necessary authority to sell, distribute, or otherwise commercially deal in the products offered,
- the products comply with applicable laws and regulations,
- all required licenses, permits, and certificates have been obtained,
- the Seller does not infringe the rights of third parties,
- the Seller will not engage in misleading or fraudulent commercial practices,
- the Seller will not use the Platform for unlawful purposes, and
- the Seller will act professionally and ethically in commercial activities conducted through the Platform.
7. PROHIBITED AND RESTRICTED PRODUCTS
The listing or trading of products that violate applicable laws, regulations, or Xplore Work policies is prohibited on the Platform.
Such products include, in particular:
- counterfeit or imitation products,
- stolen goods,
- unlawful products,
- products that infringe intellectual property rights,
- regulated products lacking required licenses or permits,
- products subject to applicable sanctions or embargoes,
- unlawful hazardous materials, and
- other products prohibited under applicable law or Platform policies.
Xplore Work may restrict or prohibit certain product categories for legal, security, or Platform policy reasons.
8. COMMERCIAL COMMUNICATIONS AND TRANSACTIONS
8.1. The Seller must act accurately, professionally, and lawfully in commercial communications conducted through the Platform.
8.2. Prices, quantities, quality requirements, delivery terms, payment terms, Incoterms, warranties, insurance arrangements, and other commercial terms between the Seller and other users are determined by the relevant parties.
8.3. Unless expressly stated otherwise, Xplore Work does not determine these terms and is not a party to agreements entered into between users.
8.4. Before entering into a commercial transaction, the Seller is responsible for conducting any due diligence regarding the counterparty and the transaction that the Seller considers necessary.
9. LEGAL NATURE OF THE PLATFORM AND XPLORE WORK’S ROLE
Xplore Work is primarily a digital technology platform that enables Sellers and other commercial users to find one another, communicate, and present their products or commercial activities.
Unless expressly stated otherwise, Xplore Work does not act as a:
- buyer,
- seller,
- manufacturer,
- distributor,
- commercial representative,
- agent,
- broker or commission agent,
- carrier,
- logistics operator,
- insurer,
- payment institution, or
- financial intermediary.
Establishing a connection through the Platform does not mean that Xplore Work approves, guarantees, or becomes a party to the relevant commercial transaction.
10. SUBSCRIPTION FEES AND PAYMENTS
10.1. Certain Seller services on the Platform may be offered under paid subscription plans.
10.2. The prices, durations, and features of subscription plans are displayed on the Platform.
10.3. Subscription purchases made through the mobile application may be subject to the payment infrastructure and applicable payment rules of the Apple App Store or the relevant application marketplace.
10.4. Subscription renewals, cancellations, refund requests, and payment transactions are additionally subject to the applicable Payment Policy, Refund Policy, and the rules of the relevant application marketplace.
10.5. Any mandatory statutory refund or withdrawal rights and applicable refund policies of the relevant application marketplace remain unaffected.
11. NO SALES COMMISSION
Xplore Work’s current commercial model is based on subscriptions.
Unless separately and expressly agreed otherwise, Xplore Work does not charge a commission calculated on the sales value of commercial transactions conducted between the Seller and other users.
Subscription fees are charges for the use of and services provided through the Platform and do not constitute sales commissions on commercial transactions between users.
If new paid features or additional services are introduced, the applicable fees will be clearly disclosed to the Seller before purchase or use.
12. PRODUCT, REGULATORY, AND COMMERCIAL RESPONSIBILITY
12.1. The Seller acknowledges that it is legally responsible for the products it lists or trades.
Such responsibility may include, in particular:
- product safety,
- product quality,
- product conformity,
- product labeling,
- warranty obligations,
- certification,
- licenses and permits,
- accuracy of product descriptions,
- intellectual property rights,
- consumer or buyer rights,
- tax obligations, and
- other applicable regulatory obligations.
12.2. Unless Xplore Work is itself the manufacturer or seller of the Seller’s products, Xplore Work does not assume manufacturer or seller liability in relation to such products.
12.3. Any liabilities imposed on Xplore Work by law that cannot legally be excluded or limited by contract remain unaffected.
13. INTERNATIONAL TRADE, CUSTOMS, SANCTIONS, AND EXPORT CONTROLS
A Seller engaged in international trade is responsible for compliance with:
- import and export laws and regulations,
- customs regulations,
- taxes and duties,
- product safety regulations,
- rules of origin,
- licensing and permit requirements,
- economic sanctions,
- embargoes,
- export controls,
- dual-use goods regulations, and
- other applicable trade regulations in the relevant jurisdictions.
The Seller must not engage in unlawful commercial activities involving any person, entity, country, territory, or transaction prohibited under applicable law.
Where Xplore Work identifies a legal or regulatory risk, it may restrict certain transactions, content, or account features and may cooperate with competent authorities where required by applicable law.
14. LOGISTICS AND DELIVERY
The Platform may provide Sellers with access to logistics options, carrier information, or third-party logistics services.
Unless expressly stated otherwise, Xplore Work is not a:
- carrier,
- actual carrier,
- freight forwarder,
- warehousing service provider, or
- party to a logistics agreement.
Packaging of products, preparation for delivery, transportation conditions, required documentation, and delivery obligations agreed between the parties are the responsibility of the relevant commercial parties.
Mandatory provisions of applicable law remain unaffected.
15. “VERIFIED” STATUS
Xplore Work may subject certain Sellers to company or document verification procedures.
A Seller having a “Doğrulanmış,” “Verified,” or similar status means only that the relevant stages of the verification process determined by Xplore Work have been completed.
Such status does not constitute a guarantee by Xplore Work regarding:
- the Seller’s commercial reliability,
- ability to pay,
- creditworthiness,
- financial condition,
- product quality,
- delivery performance,
- performance of contractual obligations,
- ongoing compliance with applicable laws and regulations, or
- the safety or success of any commercial transaction.
Other users remain responsible for conducting their own commercial due diligence even when dealing with Verified Sellers.
16. INTELLECTUAL PROPERTY RIGHTS
Intellectual property rights in the Platform’s software, source code, database structure, design, interface, logo, trademarks, visual identity, and other content created by Xplore Work belong to Xplore Work or the relevant rights holders.
Without prior written authorization, the Seller may not copy, reproduce, distribute, modify, commercially exploit, or create derivative works from protected elements of the Platform.
17. SELLER CONTENT AND CONTENT LICENSE
17.1. The Seller retains its rights in product images, descriptions, company information, logos, documents, and other content uploaded to the Platform.
17.2. The Seller represents that it has all rights and authority necessary to upload such content to the Platform and to authorize Xplore Work to use such content for the purposes set forth in this Agreement.
17.3. The Seller grants Xplore Work a worldwide, non-exclusive license, exercisable to the extent necessary to provide the Platform services, for the purposes of providing Platform services, displaying and distributing content, technically processing content, adapting it to different devices or screen formats, and promoting the Seller’s products or company profile within the Platform.
17.4. This license does not constitute a transfer of ownership of Seller Content to Xplore Work.
18. PERSONAL DATA AND KVKK
The Seller’s personal data is processed in accordance with applicable data protection laws and Xplore Work’s relevant data protection documents.
To the extent applicable, these may include:
- the Privacy Policy,
- the KVKK Information Notice,
- the Explicit Consent Text where required, and
- other relevant data protection notices.
When processing personal data relating to other persons obtained through the Platform, the Seller is responsible for complying with its own applicable legal obligations.
19. MONITORING, COMPLAINTS, REPORTING, AND ENFORCEMENT
Xplore Work may review content and account activity in accordance with applicable law for the purposes of maintaining Platform security, ensuring legal compliance, and enforcing Platform policies.
Users may report content or accounts that are suspected of being fraudulent, counterfeit, misleading, unlawful, or in violation of Platform policies.
Where Xplore Work considers it necessary, it may:
- remove content,
- limit the visibility of listings,
- request additional verification,
- restrict certain account features,
- temporarily suspend an account, or
- permanently terminate an account in cases of serious or repeated violations.
20. ACCOUNT SUSPENSION AND TERMINATION OF THE AGREEMENT
Taking into account applicable law and the circumstances of the relevant case, Xplore Work may restrict or suspend the Seller’s account or terminate this Agreement, particularly in cases involving:
- listing counterfeit or imitation products,
- providing false or misleading information,
- using fraudulent or invalid documents,
- using incorrect product codes,
- engaging in unlawful commercial activities,
- violating sanctions or export control requirements,
- infringing third-party rights,
- fraud or security risks,
- misuse of the Platform, or
- serious or repeated violations of this Agreement or other Platform policies.
Where there is an urgent security, fraud, legal, or regulatory risk, Xplore Work may take necessary interim measures without prior notice.
21. EFFECTS OF TERMINATION
21.1. The Seller may close its account using the account closure methods provided by the Platform.
21.2. Closure of the account does not automatically extinguish payment, tax, commercial transaction, intellectual property, indemnification, or other legal obligations that arose prior to closure.
21.3. Any entitlement to a refund following termination of a subscription or closure of an account will be determined in accordance with the applicable Payment Policy, Refund Policy, rules of the relevant application marketplace, and mandatory provisions of applicable law.
21.4. Intellectual property, liability, indemnification, dispute resolution, and other provisions which by their nature are intended to survive termination shall remain in effect after termination of this Agreement.
22. LIMITATION OF LIABILITY
To the maximum extent permitted by applicable law, Xplore Work does not guarantee the success of commercial transactions between the Seller and other users, the quality of products, payment by a counterparty, completion of delivery, or performance of contractual obligations by another party.
To the extent permitted by applicable law, Xplore Work shall not be liable for:
- loss of profits,
- loss of revenue or business,
- loss of commercial opportunities,
- reputational harm,
- loss of data, or
- indirect, special, incidental, or consequential damages.
To the extent permitted by applicable law, Xplore Work’s aggregate liability arising out of or in connection with this Agreement or the Platform services shall not exceed the total subscription fees actually paid to Xplore Work by the relevant Seller during the twelve (12) months preceding the event giving rise to liability.
If the Seller has not paid any subscription fees during that period, Xplore Work’s aggregate liability shall, to the extent permitted by applicable law, be limited to EUR 100 or its equivalent in local currency.
These limitations shall not apply to Xplore Work’s intentional unlawful conduct, gross negligence, or any other liability that cannot lawfully be excluded or limited.
23. INDEMNIFICATION AND HOLD HARMLESS
To the extent permitted by applicable law, the Seller agrees to indemnify and hold harmless Xplore Work, its affiliates, directors, employees, and representatives against third-party claims, lawsuits, administrative proceedings, damages, fines, and reasonable legal expenses arising from the Seller’s own products, content, documents, commercial activities, regulatory violations, or breaches of this Agreement.
This obligation may include, in particular, claims arising from:
- product safety or product liability matters,
- intellectual property infringements,
- false or misleading product information,
- counterfeit or unlawful products,
- customs or tax violations,
- sanctions or export control violations,
- infringements of third-party rights, and
- unlawful commercial activities of the Seller.
This obligation applies only to the extent that the relevant claim or damage arises from the Seller’s acts, omissions, violations, or matters within the Seller’s responsibility.
The Seller shall not be required to indemnify Xplore Work for losses arising from Xplore Work’s own fault, gross negligence, intentional unlawful conduct, or liabilities imposed on Xplore Work by law.
24. AMENDMENTS TO THE AGREEMENT
Xplore Work may amend this Agreement due to legal, regulatory, technical, security, or service-related requirements.
Material changes may be communicated to Sellers through the Platform or other appropriate communication methods before taking effect, in a manner appropriate to applicable law and the nature of the change.
Rights arising under mandatory provisions of applicable law remain unaffected.
25. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by the laws of the Republic of Türkiye.
Subject to mandatory provisions of applicable law and rules of exclusive jurisdiction, the Courts and Enforcement Offices of Mersin shall have jurisdiction over disputes arising out of or in connection with this Agreement.
Where mandatory provisions of the laws of the Seller’s country apply and cannot lawfully be excluded by contract, such mandatory provisions shall remain unaffected.
26. SEVERABILITY AND ENTIRE AGREEMENT
If any provision of this Agreement is invalid or unenforceable, the validity of the remaining provisions shall not be affected.
Any invalid or unenforceable provision shall be interpreted, to the fullest extent legally permissible, in a manner that most closely reflects its intended purpose.
This Agreement shall, to the extent applicable, be read together with the User Agreement, Terms and Conditions, Payment Policy, Refund Policy, Privacy Policy, KVKK Information Notice, Community Guidelines, Shipping and Delivery Policy, Disclaimer, and other relevant Platform policies.
In the event of any conflict between these documents, a specific provision governing a particular matter shall prevail over a general provision relating to the same matter; mandatory provisions of applicable law shall in all cases remain unaffected.
27. EFFECTIVENESS AND CONTACT
This Agreement enters into force when the Seller creates a Seller account on the Platform, electronically accepts this Agreement, or begins using Seller services.
For as long as the Seller continues to use the Platform, the Seller is required to comply with this Agreement and applicable Platform policies.
Questions and legal notices relating to this Agreement may be sent to:
XPLORE WORK YAZILIM TİCARET LİMİTED ŞİRKETİ
Güvenevler Mah. 1928 Sok. Ekinci Global İş Merkezi Sit. Floor: 14 No: 5/25 Yenişehir, Mersin / Türkiye
Email: support@xplorework.com