SERVICE
ACQUISITION CONTRACT
The text of this agreement, which will then be referred to as a contract, provides a whole with its annexes and shall take effect between the parties listed below as of the following date. In the event of any conflict between the provisions in the text of the contract and the annexes of the contract, these articles of the articles of understanding shall prevail.
Article 1 – PARTIES
On the one hand, a foreign trade consultancy advertising (hereinafter referred to as “BUSINESS OWNER“) representing the official with the name and signature below and Huseyin Yilmazer on the other side (hereinafter referred to as “LOADER“) have reached this agreement to provide services within the terms written below. The Business Owner and Contractor may be referred to individually as “Party” or collectively as “Parties“.
The addresses of the parties are as follows:
Adalet mh. Manas Bulv. No:39 iç kapı 3408 Bayraklı/ İzmir
- Business Owner : Huseyin Yilmazer
- Contractor: YILDAN DIŞ TİCARET VE DANIŞMANLIK REKLAMCILIK
Both parties have accepted their specified addresses as notification addresses. Unless the address changes are duly communicated to the other party, the notification to the last reported address shall be deemed to have been made to the relevant party.
Article 2 – DESCRIPTIONS
In this agreement;
A – “Fees”; Payments, fees and other payable amounts made by the business owner to the Contractor as contained in Article 5.
B – “Confidential Information”; any designated information that is specified by the parties as confidential in writing or that should be considered confidential (regardless of how it is transferred or stored) including information about the business, jobs, financial information, property, assets, trading practices, Goods/Services, investments, trade secrets, Intellectual Property Rights, know-how, personnel and customers (regardless of how it is transferred or stored in) owned by the business owner or (as applicable) the contractor It means all personal data and critical personal data within the framework of the Personal Data Protection Law No. 6698;
C – “Project Outputs”; Means all Documents, products and materials provided or developed by the Contractor as part of the Services.
D – “Goods”; means, if applicable, goods or products to be provided by the contractor under this Agreement, as set forth in Article 4 of the Agreement under the Title of the Contract;
E – “Intellectual Property Rights”; all copyright and related rights, patents, invention rights, proprietary designs, database rights, design rights, topography rights, trademarks, service marks, trade names and domain names, trade secrets, non-patented information-accumulation rights, privacy rights and all other intellectual or industrial property rights of any nature and all applications (or application rights) and renewals or extensions related to these rights and anywhere in the world means all similar or equivalent rights or forms of protection that still exist or will exist in the future;
F – “Project”; It means the project in which the Contractor provides his Services in connection with it.
Article 3 – DURATION OF THE CONTRACT
This employment contract started on 01.01.2022 and is indefinitely term.
Article 4 – SUBJECT OF THE CONTRACT
The subject of this Agreement is the provision by the Contractor of the following services without depending on the Business Owner for the following price paid by the Business Owner:
Social Media Management
The technical specifications and other details of the work or service to be provided are also arranged in the document(s) included in the contract annex.
The Contractor may provide this service(s) in any place (location) of its choice in accordance with the nature of the work, regardless of the owner.
Article 5 – FEES
A – The Contractor will provide the services described above for a monthly (including VAT) ____ TL fee.
B – The Business Owner must pay within the following period of time after the invoice is issued by the Contractor.
C -. If the Business Owner does not pay any amount due and to be paid on the due date (except for any amount disputed in good faith), the Contractor may apply the following interest rate to each such late payment amount: 3% per day.
This interest will accrue from the date of payment until the date of actual payment.
Article 6 – OBLIGATIONS OF THE BUSINESS OWNER
A- The owner will provide the necessary conditions for the contractor to start work. However, the owner does not have the right or authority to choose the personnel to be employed by the contractor.
B- This article regulating the responsibilities of the business owner cannot be rehabilitated verbally, implied or by practice, but can only be amended in writing.
Article 7 – OBLIGATIONS OF THE CONTRACTOR
A- The Contractor shall deliver the project outputs and allocate sufficient resources to comply with this debt if there is a reasonable skill, attention and persistence in accordance with the provisions of this agreement and if there is any person who will perform the services in accordance with the reasonable instructions of the business owner.
B- During the periods specified in the specification, it will complete the work within the scope of the service and carry out all necessary works and operations. It will deliver project outputs, if any, at the points and dates reported to the contractor (time is essential for the performance of services and delivery).
C-. The contractor is independent of the business owner in the performance of the work. Any liability arising from the performance of the work belongs to the Contractor. The Contractor shall also be responsible for damages to the Business Owner or any third party during the work of himself or the personnel he or she employs.
D- Shall receive the prior written approval of the business owner in all business and transactions and promotional activities related to the Contract, and will always act in accordance with the reasonable instructions of the business owner in such business, transactions, activities or promotions.
E- During the period of this Agreement, it will receive and maintain insurance protection in relation to its activities under the Agreement and, when requested, prove to the business owner that such insurance exists.
Article 8 – CONTRACTOR’S STAFF
A – The Contractor shall employ one or more employees as necessary to provide the service and ensure that they comply with the provisions of the Agreement to the extent that the terms of the Agreement apply to them.
B – The Contractor is responsible for all kinds of wages, overtime, annual leave, holiday days, severance and notice compensation of the personnel employed by the Contractor.
Article 9 – INFORMATION AND RESPONSIBILITIES TO SUBLOADERS
The contractor will be permitted to use subcontractors to operate under its own supervision and supervision to provide some or all of the services. However, it cannot in any way transfer the undertaken work to another person. The contractor shall be responsible for the provision of the service by a subcontractor in accordance with the standards. To the extent that the provisions of the Contractor Agreement are applicable to these persons, it shall ensure that they comply with the provisions of the Agreement. Regardless of whether the subcontractor is commissioned, the Contractor shall remain fully responsible to the Business Owner and shall be liable for all acts and omissions during the performance of the Services (however applicable).
Article 10 – RESPONSIBILITY FOR WORK ACCIDENTS
The legal and criminal liability arising from any work accidents that may occur during the implication of the work (service) carried out under this contract belongs to the Contractor in its entire scope. Because the work subject to the Contract is in no way the owner’s own expertise and the lack of continuous work, accidents that may occur and all the measures that can be taken are taken and implemented by the Contractor. Therefore, any information and statements to be given against the administrative and judicial authorities regarding any work accidents that may occur are given by the contractor. The Business Owner has no obligation to do so.
Article 11 – TRANSFER OF CONTRACT
All or part of this agreement cannot be transferred to a third party or institution without the written consent of the parties. If the transfer is made without consent, the other party may terminate the contract.
Article 12 – TAX AND OTHER EXPENSES
A – All expenses related to the fulfillment of the commitment, such as transportation, transportation and transportation expenses and work clothes, will be paid by the Contractor and are included in the contract price. It is accepted that the Contractor anticipates all these expenses during the bidding phase and discusses these costs within the Fee.
B – All fees and taxes related to the construction and implementation of the contract (the regulation on VAT is also included under the title of Wage in Article 5 of the contract) belong to the contractor.
Article 13 – CONDITIONS AND CONDITIONS THAT MAY BE EXTENDED
If the following issues occur, the Subcontractor may notify the employer and extend the period. The extension of time is determined by taking into account the degree of influence of the occurring issue.
A – Occurring situations caused by the employer that cause the work to be delayed.
B – Delays in the payment of the Business Owner.
C – Renovations to be carried out by the employer and applications that increase the discovery of additional work and work.
D – Force Majeure :
I – Announcement of Partial or General Mobilization.
II – Legal strike, infectious disease and the occurence of natural disasters such as rain, storms, earthquakes, floods, fires, landslides that cause decline at work.
III – In order for the above-mentioned conditions to be considered force majeure or a state of emergency in the extension of the work, these conditions must not have arisen from a defect caused by the Contractor, should be in a manner that prevents the fulfillment of the commitment, and the contractor should not have the power to eliminate this obstacle.
IV – Days that cannot be worked due to the permanent or temporary non-performing of the service are not taken into account in the account of the duration of the work. In this case, as a result of the evaluation of the parties together, the agreed period is extended according to the reasons that hinder the work and the nature of the work to be done and the contractor is given additional time.
Article 14 – LIABILITY FOR DEFECT
A – The Contractor is directly responsible for damages and losses arising out of the selection, delivery or use of defective or non-compliant materials within the framework of its commitment, design error, inaccuracy in practice, lack of subjection, failure to fulfill the commitment in accordance with the contract and specification provisions, and so on.
B – In cases where the Contractor is responsible for the service provided or the defect resulting from the work done, the Business Owner may use one of the elective rights under Article 475 of the Turkish Law on Debts.
A – The defective result of the service provided or the work performed, despite the clear warning of the Contractor, arises from the instructions given by the Owner or can be uploaded to the Business Owner for any reason, the Business Owner shall not be able to exercise his rights arising from Article 475 of the Turkish Law of Obligations.
Article 15 – WARRANTY
The Services to be provided under the Contractor Agreement and project outputs, if any;
- Compliance with the specification;
- It has satisfactory quality in terms of all applicable legislation in Turkey and is in accordance with all purposes proposed by the Contractor or specified to the contractor by the business owner;
- It guarantees that there are no defects in its design, materials and workmanship, if any, and that the service provided complies with all applicable laws, regulations and regulatory provisions. The same warranty applies to the services to be provided.
- The contractor guarantees for the period following that the service provided or the work carried out will comply with the above-mentioned conditions: 6 months.
Article 16 – INTELLECTUAL AND POLITICAL RIGHTS
A – Within the scope of the provision of the Service, the moral and financial rights of the Works created by the works belong to the Contractor in accordance with Article 8 of the Law no. 5846 on Intellectual and Artistic Works.
B – The Provisions of industrial property law no. 6769 are applied to the inventions of the employees during the provision of the service.
Article 17 – CONFIDENTIALITY
In terms of the purpose of this Article;
- ‘Information Disclosing Party’; is the party that discloses Confidential Information to the other party or learns the Other Party’s Confidential Information; and
- ‘Receiving Party’; is the party receiving Confidential Information about the other party.
A – The Receiving Party shall take all necessary measures to ensure that all Confidential Information received under or in connection with this Agreement is used as follows:
I – To be given only to its personnel in this manner and to the professional consultants and consultants it consults in connection with this Agreement as it is strictly necessary for the performance of this Agreement, and only to the extent necessary for the performance of this Agreement;
II – Confidential and not disclosed (without the prior written permission of the Information Disclosing Party) or used by any member of the Receiving Party or its personnel or professional consultants and consultants for the purposes of this Agreement.
B – The Contractor ensures that all members of the Contractor’s Team or professional consultants and consultants are aware of the Contractor’s confidentiality obligations under this Agreement.
C – Terms A and B of this article do not apply to any Confidential Information as follows:
I – (without infringement of this Article) that is publicly available or made public;
II – The Information held by the Receiving Party without restrictions in terms of disclosure, before receiving the Information from the Disclosing Party;
III – obtained from a third party that has obtained this information legally and has no obligation to restrict its disclosure;
IV – Must be disclosed in accordance with a legal, legal or political obligation on the Receiving Party.
D – If the parties do not comply with this Article, the parties reserve the right to terminate this Agreement with written notice and terminate it immediately, effective.
E – The provisions of this Article, in any way, remain valid after termination of this Agreement.
Article 18 – TERMINATION
A – The parties may terminate this agreement by agreement.
B – The Business Owner may terminate the contract provided that the part made prior to the completion of the work is repaid and the contractor pays all damages.
A – If the completion of the work becomes impossible due to the unexpected event related to the Business Owner, the contractor may request the value of his work and expenses that do not fall within this value.
D – If one party does not fulfill any of the obligations written in this agreement, the other party shall notify you in writing and ask for this situation to be corrected within 15 days. If the situation is not amended within this period, the relevant party shall have the right to terminate the contract.
E – Payments are stopped from the date of termination. However, payments made up to the date of termination are non-refundable regardless of the reason for termination.
Article 20 – RESOLUTION OF DISPUTES
The parties agree that Turkish Law shall apply to resolving all disputes arising out of this agreement and, unless otherwise agreed by the parties, in accordance with the provisions of the HMK; the settlement of the defendant at the date of the case or the place where the contract was performed accepts that the courts and enforcement offices are authorized.
Article 21 – EFFECTIVENESS
This Agreement takes effect on the date signed by both parties and expires as specified in the Agreement unless terminated earlier.
This agreement was signed together on 01.01.2022, with 2 (two) copies agreed by the parties on all matters.
Business Owner
YILDAN DIŞ TİCARET VE DANIŞMANLIK REKLAMCILIK