Privacy policy

This “Protocol Regarding Confidentiality Obligation and Personal Data Protection” (hereinafter to be shortly referred to as the “Protocol”) is entered into by and between on one hand COPURS TEKSTİL SANAYİ VE TİCARET ANONİM ŞİRKETİ, having its registered offices at the address of “Merkez Mahallesi Birahane Sokak Helboll İş Merkezi No 20A Bomonti Şişli İstanbul Turkey  Px 34381” and on the other hand ………………………………., having its registered offices at the address of …………………………………………….. (hereinafter to be shortly referred to as the “Supplier”), as an exhibit to and an integral part of the Supplier Agreement previously signed between the same Parties on …./…../…… (hereinafter to be shortly referred to as the “Agreement”).

“COPURS TEKSTİL SANAYİ VE TİCARET ANONİM ŞİRKETİ.” and “Supplier” may hereinafter be also referred to collectively as the “Parties” and individually as a “Party”.

 

Article 1- Subject of Protocol:

The subject of this Protocol is to set down and regulate the mutual rights and obligations of the Parties hereto in respect of all kinds of actions and measures required to be taken in accordance with the applicable laws and regulations pertaining to all information acquired in any manner whatsoever and/or transferred or disclosed between the Parties hereto in the course of performance of the Agreement, also including the data considered and treated as personal data under the Personal Data Protection Law no. 6698, and in respect of confidentiality of such data.

 

Article 2- Definition of Confidential Information:

For the purposes and in the context of this Protocol, the term “Confidential Information” refers to and stands for all kinds of written, verbal and electronic information and documents and all and any materials containing the same, including, but not limited to, product information, and financial data of every kind, also including collection data, and business plans, training plans and documents, know-how, and personal data and all types of information and documents relating or belonging  COPURS TEKSTİL SANAYİ VE TİCARET ANONİM ŞİRKETİ  and/or third party natural persons or legal entities having commercial relations with  COPURS TEKSTİL SANAYİ VE TİCARET ANONİM ŞİRKETİ  and/or partnerships of  COPURS TEKSTİL SANAYİ VE TİCARET ANONİM ŞİRKETİ and/or affiliates and subsidiaries of COPURS TEKSTİL SANAYİ VE TİCARET ANONİM ŞİRKETİ, and all and any meetings, negotiations, discussions, etc. held with the Supplier in regard to the subject of the Agreement, also including the Agreement itself and its exhibits, which are or will be disclosed by  COPURS TEKSTİL SANAYİ VE TİCARET ANONİM ŞİRKETİ  to the Supplier before signature of the Agreement and throughout the validity term following the signature of the Agreement, and/or which may be obtained or learned by the Supplier in any manner whatsoever at any time before or after signature of the Agreement.

 

Article 3- Confidentiality Obligation:

3.1. The Supplier will by no means and for no reason disclose such Confidential Information at any time whatsoever either during the validity term of the Agreement or after termination of the Agreement for any reason whatsoever, except for the parts of the Confidential Information already made public, or the Confidential Information which may be requested by the juridical or administrative authorities within the frame of the applicable laws.

3.2. The Supplier will transmit and give the Confidential Information only to its legal representatives, agents, directors, advisors and all other related personnel and others having a service and/or representation relation with the Supplier on “need-to-know” basis and solely for use in performance and enforcement of the Agreement and by placing warning notes and inscriptions as to the level of confidentiality thereof, such as “confidential”, “classified” and “proprietary”. Accordingly, the Supplier hereby declares, agrees and undertakes to ensure that both its own personnel, including, but not limited to, its legal representatives, agents, directors, and advisors, and third parties having a service and/or representation relation with the Supplier strictly comply with these confidentiality obligations, and to be solely and personally liable towards COPURS TEKSTİL SANAYİ VE TİCARET ANONİM ŞİRKETİ  for breach of such confidentiality obligations by its personnel or third parties as cited above, either during or after the end of term of their services hereunder.

3.3. The Supplier will, without a prior written consent of COPURS TEKSTİL SANAYİ VE TİCARET ANONİM ŞİRKETİ  , not reproduce, copy, or disclose or divulge to any third party natural persons or legal entities, or public, or its personnel not related to the works or services covered by the Agreement, or not attempt to take any actions leading thereto, unless otherwise required for implementation and enforcement of the Agreement and except for its own internal uses.

3.4. The confidentiality obligation arising out of this Protocol is valid and enforceable not only for the Confidential Information disclosed or provided by COPURS TEKSTİL SANAYİ VE TİCARET ANONİM ŞİRKETİ , under the Agreement or obtained by the Supplier about COPURS TEKSTİL SANAYİ VE TİCARET ANONİM ŞİRKETİ   , but also for the Confidential Information already known before signature of the Agreement or obtained directly or indirectly from third parties.

3.5. Even if the Confidential Information is partially or fully disclosed by the Supplier to third party natural persons or legal entities in conflict with the provisions of this Protocol, the Supplier’s confidentiality obligation regarding the portion not disclosed yet will remain in effect.

3.5. Upon expiration or termination of the Agreement for any reason whatsoever, the Supplier will redeliver and return all Confidential Information to COPURS TEKSTİL SANAYİ VE TİCARET ANONİM ŞİRKETİ  , within no later than 24 (twenty-four) hours following the date of expiration or termination of the Agreement without any further demand of COPURS TEKSTİL SANAYİ VE TİCARET ANONİM ŞİRKETİ  and without taking any copy thereof, and will immediately destroy the non-returnable information, documents and materials by getting a prior written consent of COPURS TEKSTİL SANAYİ VE TİCARET ANONİM ŞİRKETİ  in connection therewith.

 

Article 4- Supplier Obligations in Respect of Protection of Personal Data:

4.1. The Supplier is under obligation to process and use all kinds of data and information disclosed by  COPURS TEKSTİL SANAYİ VE TİCARET ANONİM ŞİRKETİ  to it and/or otherwise obtained and/or learned by the Supplier and defined or treated as personal data and sensitive personal data pursuant to and under the Personal Data Protection Law no. 6698 and other associated laws and regulations (hereinafter to be shortly referred to as “Personal Data”) only for and in the course of performance of its commercial relations with COPURS TEKSTİL SANAYİ VE TİCARET ANONİM ŞİRKETİ  The Supplier cannot transfer or disclose the Personal Data to third party natural persons or legal entities in any manner or for any reason whatsoever, unless otherwise permitted in writing within the frame of commercial relations, and except for the cases meeting the conditions of transfer, or described as exceptional in the applicable laws, or cannot use the same for any other purposes or in any other contractual relations or in any other activities, whether commercial or not. The Supplier will be personally and directly responsible for keeping in strict confidence all of the Personal Data disclosed by COPURS TEKSTİL SANAYİ VE TİCARET ANONİM ŞİRKETİ to the Supplier and/or otherwise obtained and/or learned by the Supplier hereunder. Nor may the Supplier use, distribute, or transfer to third party natural persons or legal entities or to abroad, or process by any other ways or means the Personal Data acquired as a result of its activities hereunder or all and any documents, tools, instruments or other materials related to such data, for any other purposes or in any other contractual relations or in any other activities.

4.2. The Supplier is under obligation to duly collect directly from the data owners/subjects or third parties all Personal Data transferred and disclosed by it to COPURS TEKSTİL SANAYİ VE TİCARET ANONİM ŞİRKETİ in the course of performance of the Agreement, and to fully perform its public disclosure obligations as stipulated in the applicable laws and regulations, and to build the full legal infrastructure as required for transfer and disclosure of the Personal Data to COPURS TEKSTİL SANAYİ VE TİCARET ANONİM ŞİRKETİ, and to manage the business processes in accordance with the purpose of processing of such Personal Data, and to perform all of its other legal obligations and liabilities as required, properly and on time.

4.3. Save for the exceptions listed in the Personal Data Protection Law no. 6698, the Supplier is under obligation to take all kinds of technical and administrative actions and measures as required for achievement of a sound security level in accordance with the standards that may be specified and envisaged in the decisions of the Personal Data Protection Board, and secondary legislative instruments that may be enacted in reliance upon the Personal Data Protection Law no. 6698, and court judgments and other legislative instruments and documents with a view to preventing the illegal processing of the Personal Data, and preventing the illegal access to the Personal Data, and ensuring protection and maintenance of the Personal Data. The Supplier is further under obligation to properly enforce and implement the actions specified by  COPURS TEKSTİL SANAYİ VE TİCARET ANONİM ŞİRKETİ for data security purposes. However, the instructions that may be given by COPURS TEKSTİL SANAYİ VE TİCARET ANONİM ŞİRKETİ to the Supplier in connection therewith do not relieve the Supplier from its obligations and civil and criminal liabilities arising out of the applicable laws and this Protocol in any manner whatsoever.

4.4. The Supplier is under obligation to perform or to cause others perform the audits required pursuant to and under the Personal Data Protection Law no. 6698 with the intention of assuring the implementation and enforcement of the pertinent provisions of said Law within its own organization. By signing this Protocol, the Supplier will be deemed to have acknowledged and accepted that the authorized persons to be assigned by COPURS TEKSTİL SANAYİ VE TİCARET ANONİM ŞİRKETİ for audit purposes hereunder will be authorized to request and receive all kinds of information and documents from the Supplier in regard to the obligations and duties assumed by the Supplier hereunder, and also that for these audits, its data processing systems and records and books will be made available and kept open for audit by COPURS TEKSTİL SANAYİ VE TİCARET ANONİM ŞİRKETİ However, such audits to be performed by COPURS TEKSTİL SANAYİ VE TİCARET ANONİM ŞİRKETİ in the Supplier will by no means relieve the Supplier from its obligations and civil and criminal liabilities arising out of the applicable laws and this Protocol in any manner whatsoever.

4.5. The Supplier is further under obligation to provide on time, accurate and complete information and documents of every kind that may be requested by the Personal Data Protection Board in the course of audits to be performed in reliance upon the powers vested in the Personal Data Protection Board pursuant to Article 22 of the Personal Data Protection Law no. 6698, and to make ready and available for inspection  all of its related records kept in electronic, magnetic and similar other media of every type, and all and any systems and passwords needed for access to records and for making these records legible hereunder.

4.6. If and when any of the Personal Data disclosed by COPURS TEKSTİL SANAYİ VE TİCARET ANONİM ŞİRKETİ and/or obtained and/or learned by the Supplier are acquired or obtained by an unauthorized person in any manner whatsoever, or are obtained by or disclosed to third parties by illegal ways or means, then and in this case, the Supplier hereby agrees and undertakes to report this event to COPURS TEKSTİL SANAYİ VE TİCARET ANONİM ŞİRKETİ  by a safe communication method as soon as possible, and not to inform the Personal Data Protection Board or the relevant data subjects thereabout pursuant to or as a requirement of the Personal Data Protection Law and other secondary legislative instruments without first informing COPURS TEKSTİL SANAYİ VE TİCARET ANONİM ŞİRKETİ and getting prior written permission of COPURS TEKSTİL SANAYİ VE TİCARET ANONİM ŞİRKETİ  in connection therewith, and not to act outside the instructions that may be given by COPURS TEKSTİL SANAYİ VE TİCARET ANONİM ŞİRKETİ thereinfor.

 

Article 5- Liability for Breach of Obligations:

All kinds of acts of the Supplier in contradiction with the provisions of this Protocol and the applicable laws will constitute and be considered as an essential breach of the Agreement, whereupon COPURS TEKSTİL SANAYİ VE TİCARET ANONİM ŞİRKETİ will be entitled to terminate the Agreement immediately by sending a notice of termination via a notary public without any liability for indemnification. The Supplier hereby declares, agrees and undertakes to be fully and personally liable for all kinds of claims, investigations, lawsuits and legal proceedings, etc. that may be incurred or suffered by COPURS TEKSTİL SANAYİ VE TİCARET ANONİM ŞİRKETİ or its partners, employees, customers, supplier, representatives, etc. due to any breach of the provisions of this Protocol or the applicable laws by the Supplier, and to hold COPURS TEKSTİL SANAYİ VE TİCARET ANONİM ŞİRKETİ or its partners, employees, customers, supplier, representatives, etc. harmless from all kinds of civil and criminal liabilities in connection therewith by providing all of the required information and documents in said processes, and to indemnify and hold them harmless from all kinds of resulting damages and losses immediately, in cash and at once. In such a case, COPURS TEKSTİL SANAYİ VE TİCARET ANONİM ŞİRKETİ will have a right of recourse to the Supplier for all and any moneys it may be forced and held obliged to pay to any third party natural person or legal entity as indemnity, administrative fine, etc., together with interests, court fees and expenses, attorney fees and similar other accessory debts. In that aspect, COPURS TEKSTİL SANAYİ VE TİCARET ANONİM ŞİRKETİ’s initiating negotiations or taking legal actions or remedies for cancellation of any such claims or decisions leading to any payment obligations or other sanctions does not ever prejudice to its right of recourse, and the Supplier will reimburse the moneys claimed by COPURS TEKSTİL SANAYİ VE TİCARET ANONİM ŞİRKETİ. together with a commercial advance interest to be accrued thereon for the period starting from the date of payment to the relevant person or entity, within no later than 2 (two) days following the date of claim. Thereafter, the amount of sanctions cancelled in favour of COPURS TEKSTİL SANAYİ VE TİCARET ANONİM ŞİRKETİ as a result of aforementioned negotiations, legal actions or remedies will be refunded to the Supplier after deduction therefrom of the court fees and expenses, attorney fees, duties and other expenses which COPURS TEKSTİL SANAYİ VE TİCARET ANONİM ŞİRKETİ. may be obliged to pay thereinfor. The rights (penal clause claims, etc.) of COPURS TEKSTİL SANAYİ VE TİCARET ANONİM ŞİRKETİ arising out of the Agreement are, however, reserved.

 

Article 6- Jurisdiction:

Istanbul Courts and Execution Offices shall have jurisdiction in resolution of all kinds of disputes which may arise out of or in connection with this Protocol.

In Witness Whereof, this Protocol, comprised of 6 (six) articles and 3 (three) pages, has been signed in 2 (two) original copies on …………………….. with effect therefrom. This Protocol will remain in effect eternally also after termination of the Agreement signed between the Parties in relation herewith.

COPURS TEKSTİL SANAYI VE TICARET ANONIM SIRKETI                                                SUPPLIER