Courino Subscription and Service Agreement

This is an English translation. In case of any discrepancy, the Turkish text prevails.

1. Parties

1.1. This Subscription and Service Agreement (the "Agreement") is entered into between Albiferro Yazılım ve Sistem Limited Şirketi (Albiferro Software & System Limited Company) (Tax office: Etimesgut, Ankara, Türkiye; Tax No: 0501474977; MERSİS (Central Registry) No: 0050147497700001; Address: Atakent Mah. 1472. Cad. No: 5 D: 3, Elvankent, Etimesgut, Ankara, Türkiye, KEP (registered e-mail): albiferroyazilim@hs01.kep.tr, web: https://albiferro.com, e-mail: destek@courino.com), which provides the Courino courier automation service ("Courino"), and the courier company whose details are given in the Courino sign-up form (the "Company"). Courino and the Company are together referred to as the "Parties".

1.2. The person completing the sign-up form and accepting this Agreement represents that they are authorised to represent the Company and to accept this Agreement on its behalf.

1.3. The Company acknowledges that it enters into this Agreement in the course of its commercial or professional activity, that this is an agreement between merchants and that it is not a consumer contract under Turkish Consumer Protection Law No. 6502.

2. Definitions

• Service: the company panel, courier mobile app, customer portal, API and all related software functions provided by Courino in the cloud.
• Account: the user space opened by the Company to access the Service, identified by its company code.
• User: administrators, operators and other staff given access to the Service by the Company.
• Active courier: a courier record whose status is "active" in the Company's account. Passive couriers are not counted.
• Package: a subscription tier containing the same software functions, differing only in the maximum number of active couriers.
• Fee: the subscription fee for a Package for the chosen Period (monthly or annual).
• Period: the paid usage period; one month for monthly payment, twelve months for annual payment.
• Trial period: the free period granted to a newly registered Company.
• Passive account: an Account in which no new transactions can be made because the Fee has not been paid, and whose data is retained.
• Personal data, data controller, data processor: as defined in Turkish Personal Data Protection Law No. 6698 ("KVKK").

3. Subject and scope of the Service

3.1. The subject of this Agreement is Courino's provision of the Service to the Company on a subscription basis and the related rights and obligations of the Parties.

3.2. The Service covers order intake and management, courier assignment, live tracking, proof of delivery (signature, photo), cash desk, courier earnings, customer accounts, invoicing tools, branch management, the customer portal and the courier app. The current functions are described at courino.com and in the help section of the panel.

3.3. Courino does not provide courier, transport or logistics services. The Company provides the transport service and is responsible to its own customers. The Company's relationships with its customers, couriers and recipients do not bind Courino.

3.4. Some functions such as SMS, e-mail, e-invoicing and online payment work with third-party service providers. The Company may use these functions through Courino's platform account or by connecting its own provider account. Where the Company connects its own account, the relationship with and fees of that provider are the Company's. Separately charged items such as platform SMS are shown in the panel before use and activated with the Company's consent. The platform SMS fee is invoiced monthly and paid by the Company.

3.5. Courino reserves the right to develop, change or add functions of the Service. Changes that materially restrict the Company's use of the Service are notified in accordance with Article 17.

4. Account opening and trial period

4.1. The Account is opened via the sign-up form at courino.com. The Company confirms that the information it provides is accurate and current and will update any changes without delay.

4.2. A newly self-registered Company is granted a free trial period of 7 (seven) days from registration. No card details are required for the trial and no fee is charged automatically at the end of the trial.

4.3. All functions of the Service are available during the trial. If the Fee is not paid before the trial ends, the Account becomes passive (Article 8). Courino may extend the trial period for campaigns or individual companies.

4.4. The Company is responsible for keeping user names and passwords confidential, for all actions taken through the Account and for the permissions it grants to Users. The Company shall notify Courino without delay of any unauthorised use.

5. Packages and courier limit

5.1. Packages are defined by the number of active couriers that may be in the account at the same time. All Packages include all functions of the Service; the only difference between them is the maximum number of active couriers.

5.2. The current list of Packages and Fees is published at courino.com/en/pricing. The list valid on the effective date of this Agreement is in Annex 1.

5.3. The number of active couriers may not exceed the limit of the Company's Package. When the Company wishes to add a courier beyond the limit or activate a passive courier, it is invited to upgrade to the next Package.

5.4. For 41 or more active couriers, "Enterprise" terms apply; the fee and other terms are agreed separately in writing.

6. Fees and payment

6.1. Fees are paid in advance. The Company chooses monthly or annual payment. The first Period starts on the day of the first payment; subsequent Periods run for the chosen length (one month or twelve months) from the end of the previous Period.

6.2. For annual advance payment, the Company pays ten months' Fees for twelve months of use (two months free). Annual amounts are shown in Annex 1. Annual payment cannot be converted to monthly during the annual Period; the Company may switch to monthly payment for the following Period at the end of the annual Period.

6.3. For Companies established in Türkiye, Fees are published in Turkish lira (TL); published amounts exclude value added tax (VAT), and VAT at the applicable rate is added at payment.

6.4. Companies established outside Türkiye may pay in US dollars (USD). No Turkish VAT is added to USD prices provided that the Company is not established in Türkiye, uses the Service abroad and provides the documents Courino may request (e.g. foreign tax identification number, company registration certificate). If these conditions are not met or cease to be met, VAT is applied in accordance with the applicable legislation, and any resulting tax difference and ancillary amounts are borne by the Company.

6.5. Payments are taken by credit or debit card with 3D Secure authentication through Courino's contracted payment institution. Card details are not kept in Courino's systems and are not stored for future payments; they are entered on the payment institution's secure page for each payment.

6.6. The Company pays the Fee for each Period itself in the panel ("Pay fee" / "Pay now") as a one-off card payment. Courino does not charge the Company's card automatically. Payment reminder e-mails are sent to the Company before the due date and, if payment is late, on the days set out in clause 8.1.

6.7. An electronic invoice is issued in Courino's name for every successful payment and sent to the Company.

6.8. Courino may change Fees and the Package structure. Changes are announced by e-mail and panel notice at least 30 (thirty) days in advance and apply from the first Period starting after the notice. The new amount is shown on the payment screen at the Company's first Period payment after the change.

7. Upgrading and downgrading

7.1. The Company may upgrade to a higher Package on any day of the Period. An upgrade takes effect immediately upon payment.

7.2. On upgrade, the Company pays only the difference between the two Packages for the remaining days of the current Period:

Difference = (Period Fee of new Package − Period Fee of current Package) × (Remaining days in Period ÷ Total days in Period)

From the next Period, the Fee of the new Package applies.

7.3. For annual payment, the difference is calculated with the same formula using the annual amounts of the two Packages and the remaining days of the annual Period. The upgraded Package applies until the end of the annual Period; the end date of the annual Period does not change.

7.4. The Company may downgrade when its number of active couriers falls within the limit of the lower Package. A downgrade takes effect at the end of the current Period; no refund or credit is given for the remaining days.

8. Late payment and passive account

8.1. If the Fee is not paid at the start of a Period, Courino sends reminders by e-mail and panel notice on days 1, 3 and 5 after the end of the paid Period.

8.2. If payment has not been received by the end of day 5, the Account becomes passive. The Account of a Company whose trial has ended without any payment becomes passive at the end of the trial.

8.3. In a passive account no new transactions can be made through the panel, courier app, customer portal or API; Company administrators keep access to the Fee payment screen.

8.4. When the Fee is paid, the Account becomes active again immediately after payment confirmation, and the new Period starts on the payment date.

8.5. A passive account does not affect Courino's other rights under this Agreement (e.g. claims for unpaid amounts).

9. Right of withdrawal and refunds

9.1. As this Agreement is concluded between merchants, the Company has no right of withdrawal.

9.2. Paid Fees and upgrade differences are not refunded; this also applies to annual advance payments, and no refund or credit is given for unused months of an annual Period. When the Company ends its subscription, it may continue to use the Service until the end of the paid Period; at the end of the Period the Account becomes passive.

9.3. In the event of outages attributable to Courino exceeding the limit in Article 11.3, or termination by Courino without just cause, the Fee corresponding to the days the Service could not be used is refunded to the Company.

10. Data retention and deletion

10.1. Data in a passive account is not deleted and is retained indefinitely. When the Account becomes active again, the Company resumes access to its data.

10.2. An Account that becomes passive at the end of the trial without any payment, and its data, may be deleted at Courino's discretion. Notice is sent to the Company's registered e-mail address at least 15 days before deletion; within this period the Company may reactivate the Account by paying or request an export of its data. Records that Courino is legally required to keep (e.g. payment and invoice records) may be retained after removing personal data.

10.3. The Company may request in writing that its Account be closed and its data deleted. Deletion, and any prior return of data, is carried out in accordance with the Data Processing Agreement.

10.4. The Company may retrieve its data at any time using the export tools provided by the Service.

11. Service level and maintenance

11.1. Courino uses reasonable commercial efforts to provide the Service securely and without interruption and backs up data regularly. Courino does not warrant that the Service will be entirely uninterrupted or error-free.

11.2. Planned maintenance is performed, where possible, at low-traffic hours, and maintenance expected to affect users is announced in advance via the panel or e-mail. Urgent security updates may be applied without prior notice.

11.3. For outages caused by Courino's fault exceeding a total of 72 hours within a Period, the Company may request a credit against the next Period equal to the Fee for the excess time. This is the sole remedy for outages; Article 12 is reserved.

11.4. Support requests are sent to destek@courino.com and through the help section of the panel and are answered within a reasonable time on business days.

12. Limitation of liability

12.1. Courino is not liable for the relationship between the Company and its customers, couriers and recipients; for loss, damage or delay of shipments; for the accuracy of data entered by the Company; or for the Company's pricing and collection decisions.

12.2. Courino is not liable for indirect damages, loss of profit or revenue, business interruption, or damages caused by third-party service providers (e.g. payment institution, SMS, e-mail, internet and hosting providers).

12.3. To the maximum extent permitted by law, Courino's total liability under this Agreement is limited to the total Fees paid by the Company to Courino in the 12 (twelve) months preceding the event giving rise to the damage.

12.4. These limitations do not apply in cases of intent or gross negligence or to liability that cannot be limited by law.

13. Company obligations

13.1. The Company is the data controller for the personal data of customers, couriers, staff and recipients it enters into the Service. Lawful collection of such data, informing data subjects and obtaining explicit consent where required are the Company's obligations. Courino is a data processor for such data; the Parties' rights and obligations in this respect are governed by the Data Processing Agreement, which is an annex to this Agreement.

13.2. The Company is responsible for holding all permits, licences and certificates required for its activity (e.g. postal and courier services authorisation) and for complying with labour, social security and tax legislation in its relationship with its couriers.

13.3. The Company complies with Turkish Electronic Commerce Law No. 6563 and the related regulation for SMS and e-mails sent through the Service. Obtaining recipients' consent before sending commercial electronic messages, fulfilling registration and query obligations in the Message Management System (İYS) and honouring opt-outs are the Company's responsibility. Informational messages (e.g. order and delivery notifications) must not be used for commercial purposes.

13.4. The Company may not use the Service to transport unlawful shipments, send unsolicited messages (spam), infringe the rights of others, endanger the security of the Service (unauthorised access attempts, reverse engineering, excessive load) or resell the Service.

13.5. The Company is responsible for its Users and its own customers using the Service in accordance with this Agreement.

14. Intellectual property

14.1. The Service, software, interfaces, the Courino name and logo and all related intellectual and industrial property rights belong to Courino or its licensors. This Agreement grants the Company a non-exclusive, non-transferable right to use the Service during the subscription and in accordance with this Agreement.

14.2. Data entered by the Company into the Service belongs to the Company. Courino uses such data only to provide and secure the Service and to fulfil its legal obligations.

14.3. Courino may use aggregated and anonymous usage statistics that contain no personal data and do not identify the Company to improve the Service.

14.4. Courino may use suggestions and feedback provided by the Company about the Service to improve the Service without any separate payment to the Company.

15. Confidentiality

15.1. Each Party keeps confidential any non-public information of the other Party that constitutes a trade secret and that it learns under this Agreement, uses it only for performing this Agreement and shares it only with employees and advisers who need to know.

15.2. Information that is public, independently developed by the receiving Party, or required to be disclosed by law or a competent authority is excluded from the confidentiality obligation.

15.3. The confidentiality obligation continues for 2 (two) years after termination of this Agreement.

16. Personal data

Courino is the data controller for the Company's own personal data relating to its relationship with Courino (authorised persons, billing and contact details), which is processed in accordance with the privacy notice at courino.com/en/kvkk. For data entered by the Company into the Service, Article 13.1 and the Data Processing Agreement apply.

17. Amendments

17.1. Courino may update this Agreement. Each update carries a new version number and date.

17.2. Changes affecting the Company's rights and obligations are announced by e-mail and panel notice at least 30 (thirty) days before taking effect. A change takes effect for the Company when it approves the new version in the panel.

17.3. If the Company does not approve the new version, it may terminate this Agreement at the end of the paid Period; the previous version applies in the meantime. Changes required by law take effect on the date required by the legislation.

18. Term and termination

18.1. This Agreement takes effect upon the Company's acceptance, is for an indefinite term and continues in Periods.

18.2. The Company may terminate this Agreement at any time via the panel or by written notice to destek@courino.com. Termination takes effect at the end of the paid Period, after which no Fee payment is requested.

18.3. Courino may terminate this Agreement with 30 (thirty) days' written notice; in this case Article 9.3 applies.

18.4. Courino may immediately suspend the Account or terminate this Agreement by notice if the Company breaches this Agreement, in particular Article 13, and fails to remedy the breach within 7 (seven) days of notice, or if the breach seriously endangers the security of the Service or the rights of third parties.

18.5. On termination, data is returned and deleted in accordance with Article 10 and the Data Processing Agreement. Provisions that by their nature survive termination (confidentiality, liability, governing law) remain in force.

19. Force majeure

Neither Party is liable for failure to perform its obligations due to natural disasters, epidemics, war, terrorism, strikes, general power or internet outages, cyber attacks, decisions of competent authorities and similar events beyond the Parties' control. If force majeure lasts longer than 30 (thirty) days, either Party may terminate this Agreement by notice.

20. Governing law and jurisdiction

This Agreement is governed by the laws of the Republic of Türkiye. The Ankara (Sincan West Courthouse) Courts and Enforcement Offices have jurisdiction over disputes arising from this Agreement.

21. Notices

21.1. The Parties accept the addresses and e-mail addresses given in Article 1 and in the sign-up form as their addresses for notices. Until a change of address is notified to the other Party, notices sent to the previous address are valid.

21.2. Ordinary notices under this Agreement may be given by e-mail and panel notice. Notices of termination and default may additionally be sent via KEP (registered electronic mail) or a notary.

22. Evidence

The Parties agree that electronic records in Courino's systems (time of acceptance, IP address, accepted agreement version, payment and transaction records) constitute conclusive evidence in disputes arising from this Agreement under Article 193 of Turkish Code of Civil Procedure No. 6100, without prejudice to the right to present counter-evidence.

23. Miscellaneous

23.1. The Company may not assign its rights and obligations under this Agreement to third parties without Courino's written consent.

23.2. The invalidity of any provision of this Agreement does not affect the validity of the other provisions.

23.3. In case of any discrepancy between the Turkish and English texts of this Agreement, the Turkish text prevails.

24. Entry into force

This Agreement consists of 24 (twenty-four) articles and 1 (one) annex and takes effect upon the Company's electronic acceptance on the sign-up or payment screen. Courino records the time of acceptance, IP address and accepted version.

Annex 1: Packages and Fees (as of 2026-10-10)

Annual amounts equal ten monthly Fees (two months free). All Packages include all functions of the Service; passive couriers are not counted. Current list: courino.com/en/pricing