Privacy Policy

This Confidentiality Agreement is entered into between Vis Marin İnşaat ve Bilişim Hiz. Sanayi ve Dış Tic. Ltd. Şti., with its registered office at Ebulula Mardin Cad. No:101 Beşiktaş / İstanbul (Website: https://vismarin.com), and the counterparty exchanging information with Vis Marin (the "Company").

Article 1 — Definitions

• “Vis Marin”; means Vis Marin İnşaat ve Bilişim Hiz. San ve Dış Tic. Ltd. Şti.
• “Affiliate”; means a party that controls one of the Parties, is controlled by one of the Parties, or is under common control with one of the Parties, including but not limited to its subsidiaries and parent companies.
• “Receiving Party”; means the Party to whom the Confidential Information is disclosed, and its Representatives.
• “Disclosing Party”; means the Party that discloses the Confidential Information to the other Party.
• “Confidential Information”; means any commercial, financial, legal or technical information of any kind, and copies thereof, that the Disclosing Party has disclosed or will disclose — on, before or after the effective date — to the Receiving Party or to the Receiving Party’s Affiliates, or to the employees, officers, directors, partners, shareholders, representatives, agents, accountants or advisers of such Receiving Party or its Affiliates, within the scope of the project, in written, oral, electronic or other form; including but not limited to contracts, technical specifications, requests for proposal, products, services, projects, activities, projections and forecasts, plans, information relating to trademarks, patents and industrial designs, design rights, know-how, financial statements, trade secrets, business opportunities, marketing, sales and business models, and customer information.

Confidential Information shall not include:

• Information known to the public or publicly disclosed without breaching the terms of this Agreement;
• Information obtained from a third party without any obligation or restriction of confidentiality;
• Information already known, prior to the date of disclosure, without any breach of a confidentiality obligation; or
• Information independently developed without access to or use of the Confidential Information.

• “Project”; means the project discussed between the Parties.
• “Company”; means the counterparty exchanging information with Vis Marin.
• “Agreement”; means this Confidentiality Agreement.
• “Party”; means Vis Marin or the Company.
• “Parties”; means Vis Marin and the Company together.
• “Representatives”; means the Parties’ employees, managers, board members, affiliates, advisers, auditors, service providers, consultants, partners and externally appointed lawyers who need to learn the Confidential Information under the Need-to-Know Principle. (The Need-to-Know Principle means that a person who must learn the Confidential Information for the purposes of their work learns it at the time and to the extent necessary.)

Article 2 — Subject of the Agreement

The Parties may exchange information in the negotiations and evaluations they conduct in relation to the Project on, before or after the effective date, and during any commercial relationship that may be established following such negotiations. This Agreement is concluded in order to define the information that must be kept confidential during the exchange of information between the Parties, and to set out the Parties’ mutual rights and obligations regarding the protection of such information.

Article 3 — Obligations

3.1 The Receiving Party shall keep the Confidential Information strictly confidential and shall not, in whole or in part, at any time or in any manner, directly or indirectly disclose it to third parties other than its Representatives; shall act in compliance with the provisions of the Personal Data Protection Law No. 6698; shall not use such information outside the purpose of the contract; shall not transfer it abroad or keep/store it abroad; in the event of such a requirement, shall immediately notify Vis Marin in writing and shall take no action without Vis Marin’s written approval; shall inform users with respect to the personal data and/or special-category personal data it obtains; shall obtain the consent of the data subjects for the processing and, in particular, the transfer of such data to third parties; shall not transmit, publish, disseminate or otherwise process the information of data subjects who do not consent to transfer; and shall ensure that its Representatives likewise keep the Confidential Information strictly confidential and do not, in whole or in part, at any time or in any manner, directly or indirectly disclose, publish, disseminate or otherwise transmit it to third parties.

3.2 The Receiving Party shall not use the Confidential Information, directly or indirectly, for any purpose other than the evaluation of the Project and the purposes of the commercial relationship between them, and shall ensure that its Representatives do not do so either.

3.3 Except where necessary for the evaluation or performance of the Project, or where retention is mandatory under legal regulations, or where legally permitted, the Receiving Party shall not copy or otherwise reproduce the Confidential Information and shall ensure that its Representatives do not copy or otherwise reproduce it. Even in the event of such copying or reproduction, the copies of the Confidential Information shall remain subject to the confidentiality obligations set out in this Agreement.

3.4 The Receiving Party undertakes to take all reasonable measures to prevent its Representatives from breaching this Agreement and from the unauthorised use and disclosure of the Confidential Information, and accepts that it shall be directly liable in the event that its Representatives act contrary to the provisions of this Agreement.

3.5 Where the Confidential Information must be disclosed to the relevant authorities pursuant to legal regulations, court orders, or the requests of administrative or regulatory authorities, the Receiving Party may disclose it only to the authority/authorities to which disclosure must be made, and only to the extent legally required or required under the relevant request, by first notifying the Disclosing Party in writing immediately and in advance.

3.6 The signing of this Agreement and/or the disclosure and examination of the Confidential Information does not mean that the Parties will enter into any agreement(s) or further negotiation(s) regarding the Project, and does not constitute an offer, acceptance or undertaking that the Parties will enter into a commercial relationship regarding the Project.

Article 4 — Return of Confidential Information

4.1 The Confidential Information belongs to the Disclosing Party. Except where the Disclosing Party agrees otherwise, or where retention is mandatory under legal regulations or the Receiving Party’s internal regulations, the Receiving Party shall immediately return the Confidential Information to the Disclosing Party upon completion of the Project and/or upon the Disclosing Party’s written request. The return of the Confidential Information does not eliminate the application of this Agreement.

4.2 Notwithstanding the above, the Receiving Party may retain copies of the Confidential Information stored in computer backup and disaster-recovery systems until they are deleted in the ordinary course and for as long as applicable laws and regulations require; however, the Receiving Party shall remain subject to the terms and conditions of this Agreement with respect to the Confidential Information so retained.

Article 5 — Prohibition of Assignment

Neither Party shall assign or transfer this Agreement or any part of it, any of its responsibilities or obligations under the Agreement, or any of its rights, interests or debts arising from the Agreement, without obtaining the written approval of the other Party.

Article 6 — Validity

If any of the provisions of this Agreement becomes invalid, is cancelled or becomes unenforceable, in whole or in part, for legal reasons, this shall not affect the validity and enforceability of the other provisions, and the other provisions shall remain in force. Even if such invalidity or cancellation causes the purpose of concluding the Agreement to be lost and/or the benefit expected from the Agreement to disappear, the Confidential Information disclosed up to that date shall be kept confidential and shall not be disclosed to third parties.

Article 7 — No Waiver

If either Party breaches the Agreement, the other Party’s remaining silent in the face of that breach or not exercising its rights arising from the Agreement may not be construed as meaning that it will remain silent about/consent to subsequent breaches of the same kind, or that it has waived the exercise of its rights arising from the Agreement.

Article 8 — Amendments

Any amendments or additions to this Agreement shall be valid only if drawn up and signed through the representatives duly authorised by the Parties.

Article 9 — Notices

The Parties have agreed that the addresses stated above are their legal addresses for service, and that notices served at these addresses shall be valid. If one of the Parties designates any place other than these addresses as its legal residence and notice address and fails to notify the other Party of this change within seven (7) days at the latest, notices, warnings and notifications sent to its last known address shall be deemed to have been duly and validly served on the relevant Party in accordance with the law.

Article 10 — Term and Survival

This Agreement shall be valid and in force for a period of 3 years from the date on which the Agreement is signed.

Article 11 — Agreement on Evidence

The Parties accept and declare that, in disputes that may arise from the application of this Agreement, the Parties’ books, records, computer records, notes kept by Vis Marin personnel and, without limitation, all kinds of electronic records, faxes and other records and documents relating to the contract and/or contracts constitute conclusive evidence under Article 193 of the Code of Civil Procedure, and that this article is in the nature of an “agreement on evidence.”

Article 12 — Governing Law and Jurisdiction

This Agreement shall be subject to the laws of the Republic of Türkiye (excluding its rules on conflict of laws) and shall be interpreted in accordance with such laws. The Istanbul (Çağlayan) Courts and Enforcement Offices shall have exclusive jurisdiction over the resolution of any dispute arising from or relating to this Agreement.

Contact

For questions about this agreement: bilgi@vismarin.com