1. Terms and Definitions
1.1. For the purpose of this License Agreement (hereinafter referred to as the “Agreement”), the following terms shall have the following meanings.
1.1.1. “Authorized Mobile Application (Mobile Application)” means Taxsee Driver Mobile Application designed to search for orders for the provision of certain services, accept these orders for execution and inform the clients about the progress of the services performance.
1.1.2. “Partner” means a person that has accepted the terms of this Agreement and has obtained the right to use the Mobile application on the basis of this Agreement.
1.1.3. “Maxim Service (hereinafter referred to as the Service, Maxim)” means a legal entity granting the Partner the right to use the Mobile Application on the basis of this Agreement.
1.1.4. “Services” means services that are being provided by the Partner of Maxim and ordered through Maxim.
1.1.5. “Client” means an individual or a legal entity ordering a service through Maxim.
1.1.6. “Order” means information placed in the Mobile Application, containing data about the demand for the provision of the Services and having certain parameters, depending on the type of the Services.
1.1.7. “Cost of the Services” means the amount of money paid to the Partner by the Client for the provision of the Services.
1.1.8. “Personal Account” means an account where the Partner’s advance payments are recorded and from which funds are debited as a payment for obtaining the right to use the Mobile Application.
1.1.9. “Personal Account Balance” means the difference at a certain time point between the amounts deposited in the Personal Account and debited from the Personal Account.
2. General Provisions
2.1. This Agreement defines the procedure for granting by Maxim the right to use the Mobile Application.
2.2. This Agreement, in accordance with Article 201 of the Turkish Obligation Code, No:6098, is a contract of adhesion and concluded in a simplified manner by adhesion to the terms of the Agreement posted in electronic form on the website of Maxim on the Internet at https://legal.taximaxim.com/?country=TR&intl=tr-TR and https://taximaxim.com/. A person who has completed the registration procedure described in the Agreement is considered to have accepted the Agreement, which is equivalent to concluding a civil contract on the terms set forth in this document.
2.3. Before passing the registration procedure, carefully read the text of the Agreement. In case of disagreement with any terms, you must refuse to use the Mobile Application.
2.4. This Agreement is a license contract and the provisions established in the Law No. 5846 on Intellectual and Artistic Works of the Turkish Republic shall apply to it.
2.6. By accepting the terms of this Agreement, the Partner understands that the information, access to which the Partner has received as part of the performance of this Agreement, shall be used by the Partner independently, for the benefit of the Partner and under the Partner’s responsibility. In case of using the Mobile Application for carrying out business activities, the Partner shall ensure that he/she has all required licenses, permissions and possess accurate legal status to provide services subject of this Agreement. The Partner shall also ensure the compliance with all the requirements of the current legislation of the Turkish Republic regulating activities in the field of provision of the corresponding services, including, but not limited to the Law of the Turkish Republic “Road Transport Law No. 4925 dated 10 July 2003, Road Transport Regulation No. 30295 dated 08 January 2018, 13 October 1983 Highway Traffic Law No. 2918 dated July 3, 2005 Municipal Law No. 5393, Metropolitan Municipality Law No. 5216 dated July 10, 2004, Taximeter Inspection Regulation No. 28754 dated September 03, 2013”, the rules and standards for occupational health and safety and labor protection, and provisions of other regulatory legal acts of the Turkish Republic.
2.7. The activities of the Service related to collecting, storing and systematizing the information in the Mobile Application, as well as legal relationship between the Partner and the Service related to providing access to such information, shall be performed in accordance with the provisions of the Personal Data Protection Law No. 6698 dated 07 April 2016 “On Information, Information Technologies and Information Protection”.
2.8. Pursuant to Article 5/c of the Personal Data Protection Law, the information contained in the Mobile Application is not considered to be restricted or prohibited for distribution under the current legislation of the Turkish Republic.
3. Subject of the Agreement
3.1. In accordance with the terms of this Agreement, Maxim shall grant to the Partner the right to use the Mobile Application under the terms of a simple (non-exclusive) license, in the manner established in the Agreement, and the Partner undertakes to pay the fee to Maxim in the manner and in the amount established in the Agreement.
3.2. The Partner acknowledges that Maxim is not a transportation company and does not organize or provide any transportation services. Maxim grants access to the Mobile Application to the Partner and transmits the Order information from the Client to the Partner. Maxim provides technological platform where Partners and Clients communicate and organize service provisions at their own discretion and independently from Maxim.
3.3. Entering into this Agreement, its execution by the Parties and/or usage of the Mobile Application by the Partner do not imply or ascertain neither any employer-employee relations between the Partner and Maxim, nor any affiliation. The Partner uses the Mobile Application at their own responsility.
3.4. The territory of the Turkish Republic shall be the territory in which the right to use the Mobile Application is granted.
4. Guarantees of Maxim
4.1. Maxim hereby guarantees that:
4.1.1. it possesses the sufficient scope of rights to fulfill its obligations under this Agreement;
4.1.2. performance of this Agreement by the Parties shall not entail the violation of any third parties intellectual rights;
4.1.3. it is not bound by any contract that can prevent the Partner from using the Mobile Application on the terms set forth in this Agreement;
4.1.4. it has neither performed nor will perform any actions making it impossible for the Partner to use the Mobile Application on the terms set forth in this Agreement.
5. Methods and Procedure for Using the Mobile Application
5.1. The Partner may use the Mobile Application solely for the purposes of Orders execution and services provision. Any actions of the Partner related to the use of the Mobile Application shall meet the aforementioned purposes.
5.2. The Partner is not entitled to:
5.2.1. change, reproduce, copy, rework (including translation), distribute (including sale, rental, lease, etc.), publish or modify the Mobile Application, in whole or in part;
5.2.2. decompile, disassemble, decrypt, and otherwise attempt to extract the object code of the Mobile Application and its components for the purpose of using them in a manner not expressly specified in this Agreement, which allows unauthorized access to the Mobile Application and algorithms embedded in it;
5.2.3. perform actions aimed at destabilizing the operation of the Mobile Application, attempt unauthorized access to the management of the Mobile Application, including its sections which can only be accessed by the Service’s employees and authorized persons, and perform any other similar actions;
5.2.4. transfer the granted rights to use the Mobile Application, including the login and password, to third parties or conclude sub-license agreements with third parties, or otherwise;
5.2.5. perform other actions or use the Mobile Application in any other way not expressly provided for in this Agreement.
6. Procedure for Registration in the Mobile Application
6.1. In order to be able to use the Mobile Application, the Partner shall register via the Mobile Application or the website of Maxim. Registration can be performed by the Partner independently via Internet or at the Maxim’s office.
6.2. Registration in the Mobile Application is a full and unconditional adhesion to the terms of this Agreement.
6.3. Registration is carried out by providing necessary information entered in the relevant fields of the registration form. During the registration process, the Service may require you to provide documents confirming the reliability of the specified information.
6.4. Maxim is entitled to unilaterally decide whether to complete registration. The provision of the documents and information necessary for registration shall not entail the unconditional obligation of Maxim to complete the registration procedure.
6.5. The registration shall be completed by assigning the user identification number (login) and password required for authorized access to the Mobile Application. The user identification number (login) and password are sent by Maxim to the mobile phone number entered by the user during the registration process. The Partner is not allowed to transfer the received login and password to any other third parties, or use the login and password that do not belong to the Partner. Any actions performed by the person that has authorized in the Mobile Application (has specified login and password) shall be deemed to have been performed by the respective Partner, unless the Partner proves otherwise.
6.6. Personal data and documents required by Maxim during the registration process are necessary only for the purpose of verifying the accuracy of the information provided and are not stored by Maxim after the registration procedure is completed.
6.7. Depending on the type of services provided by the Partner, Maxim retains and uses certain data about persons registered in the Mobile Application, which does not allow identifying such persons and is not their personal data. In particular, Maxim retains the following data:
6.7.1. Username. The real first name of an individual is used as the username (without last name). In case a name from any foreign national language is hard to pronounce or spell in Turkish transliteration, the Turkish analogue used by the person in the territory of the Turkish Republic may be specified as a name;
6.7.2. Mark, color and numeric part of the license plate number of a vehicle (in case if the Services provided by the Partner imply the use of a vehicle);
6.7.3. Mobile phone number used during registration.
6.8. By registering in the Mobile Application, the Partner expresses consent to the processing of the Partner’s personal data in cases when such consent is required in accordance with the provisions of the Law on the Protection of Personal Data No. 6698 dated April 07, 2016, as well as consent to receive information messages, promo materials, by any means, including phone, instant messengers (WhatsApp, Telegram and similar messengers) for the purposes and in cases where the need for such consent is provided for by the legislation of the Turkish Republic on advertising.
6.9. By registering on the website of Maxim, the Partner, in accordance with the provisions of the Personal Data Protection Law dated 07 April 2016 and numbered 6698, gives Maxim permission to publish and further use the image (photograph) of the Partner to provide the Client with the information about the driver of the vehicle assigned for the order execution.
7. Rights and Obligations of the Parties
7.1. Maxim is entitled to:
7.1.1. request the Partner to use the Mobile Application in the manner and by the means provided for in this Agreement;
7.1.2. conclude agreements on granting the right to use the Mobile Application, similar to this Agreement, with third parties, including on the same territory, on which the right to use the Mobile Application is granted to the Partner.
7.1.3. suspend the Partner’s right to use the Mobile Application in case the Personal Account balance becomes null or negative;
7.1.4. suspend the Partner’s right to use the Mobile Application in case Maxim has proves of the unlawful use of the information received via the Mobile Application. The Partner’s right to use the Mobile Application shall be suspended on the basis of effective court decisions and decrees establishing the fact of the violation committed by the Partner. These documents shall be submitted to Maxim in the originals or in copies certified by the relevant court. The Partner’s right to use the Mobile Application shall be suspended until the Partner eliminates the revealed violations.
7.1.5. suspend or prohibit the Partner’s right to use the Mobile Application in case of multiple and/or gross violations by the Partner of the terms of this Agreement;
7.1.6. record phone calls with the Partner for the purpose of internal quality control;
7.1.7. carry out scheduled maintenance and functional modification of the Mobile Application. For the time period while such works are performed, operation of the Mobile Application may be suspended;
7.1.8. provide the Client with the Partner’s phone number in order to return the lost things as soon as possible, in case the Client leaves his/her belongings in the Partner’s vehicle;
7.1.9. take any other actions not contradicting the current legislation of the Turkish Republic and this Agreement.
7.2. Maxim shall:
7.2.1. grant the Partner the right to use the Mobile Application;
7.2.2. provide continuous, uninterrupted operation of the Mobile Application during the entire validity period of this Agreement, excluding the cases of scheduled works;
7.2.3. timely record the Partner’s payments on the Partner’s Personal Account;
7.2.4. timely detect and prevent any attempts of unauthorized access to the information provided by the Partner, its transfer to third parties not directly related to legal relationship of the Parties;
7.2.5. not change or edit information about the Partner without the Partner’s consent.
7.3. The Partner is entitled to:
7.3.1. use the Mobile Application in the manner and by the means provided for in this Agreement;
7.3.2. require Maxim to grant the right to use the Mobile Application in compliance with the terms of this Agreement, including technical and consulting services.
7.4. The Partner shall:
7.4.1. pay to Maxim remuneration in the manner and within the period set forth in this Agreement;
7.4.1. execute the accepted Order in accordance with its conditions;
7.4.3. immediately notify Maxim about any changes in the Partner’s information provided to Maxim earlier, as well as about any circumstances which make it impossible to execute the Orders;
7.4.4. ensure safety of the data required for authorization in the Mobile Application (username and password) and take all measures to prevent third parties from authorizing in the Mobile Application and using the Partner’s username and password;
7.5. The Partner is entitled not to provide to Maxim any reports on the Mobile Application use.
8. Procedure for Calculating the Cost of the Order
8.1. The cost of the Order is calculated automatically based on the parameters of the specific order (type of vehicle, transportation distance, traffic situation, the time of day, etc.) as well as the average cost of the similar services in the area of the Partner’s activity.
8.2. The Partner shares the applicable fares with Maxim. Maxim calculates the cost of the Order based on the details provided by the Partner, considering the parameters of each Order separately.
8.3. The acceptance of the Order for execution by the Partner shall mean full and unconditional consent of the Partner with the cost of the Order. Maxim is entitled to apply penalties to the Partner, up to the termination of the right to use the Mobile Application, in case the Partner unilaterally changes the cost of the Order after accepting the Order for execution or fails to execute the accepted Order.
8.4. The cost of the Order can be increased by the Client.
9. Fee Payable to Maxim Service (Maxim’s Fee) and Settlement Procedure
9.1. For obtaining the right to use the Mobile Application the Partner undertakes to pay Maxim the fee in the amount and in the manner established in the Agreement (Maxim’s fee).
9.2. The amount of Maxim’s fee shall be determined as percentage deductions from the Partner’s income (revenue).
9.3. The amount of Maxim’s fee shall be specified in the information about the Order accepted by the Partner for execution in the Mobile Application.
9.4. The Partner tops up his/her Personal account in Maxim by making advance payments before getting access to the use of the Mobile Application. Partner personally determines the amount of money credited to his/her Personal account.
9.5. The amount of the fee shall be established and changed by Maxim unilaterally. The Partner shall familiarize itself/himself/herself with the amount of the fee through TAXSEE Driver mobile app before the start of the Order execution, and, in case of disagreement with the established amount, the Partner shall refuse to execute such Order. The acceptance of the Order for execution by the Partner shall mean that the Partner agreed with the fee amount.
9.6. The amount of Maxim’s fee may be reduced by Maxim for a period of promotional offers. In this case reduction of the fee shall be the discount provided by Maxim. The amount of the discount, as well as conditions to get such discount shall be determined by the conditions of the respective promotional offer.
9.7. Maxim shall be the supplier of information services granting licenses for access to Mobile Application to the Client. The funds for the license shall be deducted from the Personal account of the Partner opened in Maxim in the amount equal to Maxim’s fee once the Order is accepted for execution.
9.8. Maxim shall be the agent of the Partner while accepting payment for the Order from the Client through Internet acquiring and other e-payment methods. Maxim is not a beneficiary of these payments and shall not get any profit from the payments made by the Client to the Partner. Electronic payment for a trip shall be deducted from the Client’s bank card and credited to the Partnter’s Personal Account. Maxim shall not charge the Partner with any fees for acceptance of electronic payments.
9.9. Maxim shall be the customer of the services on promotion of its product (Maxim Service), and the Partner shall be the contractor promoting the product of the customer. Within these relationships the Partner shall render free services or services at a reduced cost at the expenses of Maxim. The funds for the trip shall be credited to Personal account of the Partner opened in Maxim.
9.10. Positive balance of the Partner’s Personal account shall be deemed to be creditor indebtedness of Maxim to the Partner.
9.11. Negative balance of the Partner’s personal account shall be deemed to be indebtedness of the Partner to Maxim Service for the services rendered by it.
9.12. The Partner understands that acquirer banks, cards issuing banks and other payment institutions processing the pyments, may charge their own fees for processing the payments between the Partner and Maxim. These fees shall not be Maxim’s responsibilities and shall be paid additionally to Maxim’s fees.
If there is a positive balance of the Partner’s Personal Account, the Partner shall be entitled to request Maxim to return the advance payment and credit it to the Partner’s bank card from which the advance payment was made. Maxim will reimburse these payments if there is a technical possibility. In this case the Partner acknowledges that banks and other payment institutions may reduce the amounts of these returns by charging fees and comissions for processing of these payments. Maxim shall not be responsible for these deductions and does not get any profit from them.
9.13. The Partner shall be an independent economic entity and he/she is solely and completely responsible for tax and insurance issues before the relevant organizations. Maxim is not responsible for the Partner’s failure to perform the obligations in regard of aforesaid issues.
10. Liability of the Parties
10.1. Liability of Maxim:
10.1.1. Maxim shall be liable for the fulfillment of its obligations in accordance with the current legislation of the Turkish Republic;
10.1.2. Maxim shall not be liable for complete or partial interruptions of the Mobile Application operation caused by the replacement of hardware, software or some other scheduled works caused by the need to maintain the operability and development of the technical means of the Service;
10.1.3. Maxim shall not be liable for interruptions of the Mobile Application operation in case of failure of the software or hardware not belonging to Maxim;
10.1.4. Maxim shall not assume any obligations in respect of compensation for damages, including lost profit, caused by the Partner to third parties, including the Client;
10.1.5. Maxim shall not be liable to the Partner for any actions of third parties, including the Client, as a result of which the Partner has incurred any damages, including lost profit.
10.2. Liability of the Partner:
10.2.1. The Partner shall be liable for the fulfillment of its/his/her obligations in accordance with the legislation of the Turkish Republic;
10.2.2. The Partner shall be solely liable to the Client for proper performance of the Services, as well as for any damage caused by the Partner, including loss or damage of Client’s property.
10.2.3. The Partner shall be liable for the damages inflicted on third parties in respect of the execution of the Order and for the actions not related to the execution of the Order. In this case, Maxim may act as a mediator between the Partner and the Client in order to resolve disputes as soon as possible.
10.2.4. Should Maxim make any payments in favor of the Client due to improper quality of the Services provided by the Partner (Partner’s employees and/or contractors), the Partner shall compensate Maxim for the losses incurred in this regard. This compensation is made by debiting funds from the Partner’s Personal Account.
10.2.5. Should the Partner perform any actions, which result in penalties stipulated by Maxim, funds shall be debited from the Partner’s Personal Account in favor of Maxim to the extent of the stipulated penalty. The list of such violations is available in the Mobile Application. In case of insufficient funds, the penalties accrued for the reporting period shall be the accounts receivable of the Partner, which shall be repaid as a priority when the Partner replenishes the Personal Account;
10.2.6. The Partner shall be liable for compliance with the legislation of the Turkish Republic while performing the Services.
11. Force Majeure
11.1. Force majeure shall be the grounds releasing the Parties from their liability. For the purpose hereof, force majeure means the circumstances provided for in Turkish Code of Obligations.
11.2. The Party affected by force majeure shall immediately notify the other Party in writing of the occurrence, type, potential duration of force majeure and of the specific obligations, the performance of which it impedes.
11.3. Should the Party affected by force majeure fail to inform the other Party about it, it shall further lose its right to refer to the force majeure as to the circumstance that may exempt it from its liability.
12. Dispute Resolution Procedure
12.1. The Parties undertake to use their best efforts to resolve any disputes or disagreements arising out of or in connection with this Agreement by means of negotiations.
12.2. The period for response to claims and for submitting documents aimed at peaceful resolution of disputes and disagreements shall not exceed seven (7) working days from the moment the Party receives such claims and the necessity arises for submitting these documents.
12.3. Should the Parties fail to come to an agreement on existing disputes and disagreements by means of negotiations, the disputes and disagreements shall be resolved in court at the location of Maxim’s office.
13. Amendments to the Agreement
13.1. Amendments to this Agreement shall be made by Maxim unilaterally by publishing the relevant amendments on its website specified in Section 2.2. The specified amendments shall take effect within seven (7) calendar days after their publication on the website.
13.2. Any amendments to the Procedure from the date of their entry into force shall be binding on all persons using the Mobile Application, including those who started using the Mobile Application before the effective date of the amendments. In case the Partner disagrees with the amendments made, the Partner shall stop using the Mobile Application and inform Maxim.
14. Intellectual Property
14.1. The Partner is granted a limited right to use the Maxim trade name as well as the Maxim® trademark for the purpose of distributing advertising of the ordering methods.
14.2. The Partner is entitled to independently carry out actions aimed at promotion (advertising) of the Mobile Application, website https://taximaxim.com/, other ways of executing orders, including placing advertising on the Partner’s vehicles. In this case, the Partner shall be solely liable for compliance of the advertising (including its content and placement) with the requirements and regulations of the current legislation. This provision does not apply to cases of placement of advertisements of Maxim on the basis of contracts under which Maxim acts as an advertiser.
15. Special Conditions and Limitation of Responsibility
15.1. In accordance with Turkish Laws, the Agreement is a subscription contract and does not require the Parties to draw up and sign bilateral certificates of works performed.
15.2. The Partner consents to carry out, at its/his/her discretion, marketing promotions and other similar events which are aimed to provide services to the Clients with discount price. In this case, expenses of the Partner for the provision of such discounts shall be compensated by Maxim in full by proportionate reduction of Maxim’s fee.
15.3. The terms of the Agreement shall apply to all persons registered in the Mobile Application, unless otherwise provided by a separate agreement of the Parties. Should the Parties conclude the separate agreement, the terms of such an agreement shall apply.
15.4. In consideration of the conditions hereof, the Partner understands that information he/she is granted access to hereunder, is used by him/her personally, for his/her own benefit and at his/her own risk. The Partner shall ensure compliance with the current laws of the Turkish Republic while execution of this Agreement.
15.5. The Partner represents, warrants and undertakes that:
15.5.1. The Partner possesses a valid driving license, vehicle insurance policy and other compulsory documents in order to operate the vehicle and provide services to the Client under the terms of the present Agreement.
15.5.2. The Partner shall be solely responsible for any and all claims, judgments and liabilities resulting from any accident, loss or damage including, but not limited to, personal injuries, death, total loss and property damage which are due to or are alleged to be resulted from services provided by the Partner to the Client under the terms of the Agreement.
15.5.3. The Partner shall be responsible for being aware of and complying with all local regulations and laws in connection with the services provided under the terms of this Agreement and shall be solely responsible for any violations of them. Maxim shall not be responsible neither for the Partner’s actions followed by the Partner’s failure to comply with the regulations, nor for the harm inflicted to the Client and/or third parties due to the Partner’s violations.
15.5.4. The Partner shall not contact the Clients for the purposes other than in connection with the services provided. The Partner shall not seek to obtain the Client’s phone number or try to contact the Client by any means other than through Maxim for the purposes of provision the Services to the Client.
15.6. Maxim shall not be liable to the Partner for any actions of third parties which caused any damages including lost profit to the Partner.
15.7 Maxim shall not be liable for any damages, including lost profits, loss of data, personal injury, property damages or damages resulting in connection with or otherwise derived from any use of the Mobile Application. Maxim shall neither be responsible for delay or lack of services provided resulting from causes that are beyond Maxim's reasonable control.
15.8. The services subject of this Agreement are provided "AS IS" and "AS AVAILABLE". Maxim disclaims any express, implied or statutory warranties not expressly stated in these Rules.