Agency Services Agreement

This Service Agreement is entered into by and between “………………..” located at “……………………………………………” (hereinafter referred to as “Client”) and “………………..” located at “Sinanpaşa Mah. Şair Nedim Cad. No:2 İç Kapı No: 4 34022 Beşiktaş / Istanbul” (hereinafter referred to as “Agency”) under the following terms and conditions. Hereinafter, the Client and the Agency may be referred to individually as a “Party” and collectively as the “Parties”.

1. Purpose and Scope of the Service Agreement
   1. This agreement specifies the working conditions, terms, and ownership of rights over advertising works produced for the Client’s brand, products, or services (or those of a customer receiving services from the Client) to be provided by the Agency. The services include website design, software development, graphic design, advertising design, social media content planning and design, content management, website analysis, search engine optimization, consulting, training, and similar agency services offered by the Agency.
   2. This agreement outlines the general operation of all services to be provided by the Agency to the Client. Additional conditions related to the services will be defined in additional service protocols, which are annexes and integral parts of this agreement.
   3. In the additional service protocols, services can be defined under two different scopes: “Project-Based Services” and “Monthly Services”.
      1. Project-Based Services: These are services delivered to the Client upon completion by the Agency and the relevant additional service protocol is automatically terminated after delivery.
      2. Monthly Services: These are services provided by the Agency on a monthly basis and continue automatically unless the relevant additional service protocol is terminated.
2. Terms and Conditions of Service Operations
   1. The Client shall provide the Agency with all necessary information about their brand, products, or services accurately and completely. The Client agrees to supply all information, data, documents, visuals, and content requested and needed by the Agency to fully perform the services and properly promote the Client’s brand, products, and services.
   2. The Client acknowledges that the Agency cannot commence the services under this Agreement until all necessary information, data, documents, visuals, and content are accurately and completely delivered.
   3. Based on the information obtained from the Client, the Agency prepares its work within the mutually agreed scope of services and submits it for the Client’s approval.
   4. The Agency may present a single alternative or multiple concepts, designs, or ideas to the Client. The Client can evaluate the presented work or alternatives and request changes and adjustments to the concept, design, or idea. The Agency will implement feasible change requests and present the final work for the Client’s approval.
   5. The Client has the right to request changes and adjustments in the works prepared by the Agency up to a maximum of 2 (two) times and in writing. For changes and adjustments beyond this limit, the Agency will submit a price proposal for additional services to the Client for approval. The Client can either accept the additional service proposal and request new alternatives or continue with the process by choosing among the existing alternatives.
   6. The Client agrees to bear any costs that may arise due to modification requests that require a new purchase.
   7. Upon the Client’s approval of the work prepared by the Agency, the work is finalized and delivered by the Agency to the Client.
   8. The Client is responsible for the content and the scope and legality of the content used in the services provided by the Agency. The Client grants approval for the work prepared by the Agency, having obtained the necessary approvals and opinions from the relevant units and consultants.
   9. The Client agrees to provide necessary notifications and comply with all applicable legal regulations and rules, including the Personal Data Protection Law and related secondary legislation, if personal data is obtained from websites, mobile applications, and similar platforms prepared by the Agency.
   10. The usage rights of the concept, design, idea, research, or strategy specifically prepared by the Agency for the Client and delivered at the end of the service belong to the Client. However, if multiple alternatives are presented, only the approved work’s usage rights belong to the Client. All rights of other alternatives remain with the Agency. This clause remains valid without time limitation even if this agreement is terminated for any reason.
   11. Photos, videos, sounds, music, audio-visual materials used in the services provided by the Agency and supplied by the Agency cannot be used by the Client elsewhere. All usage rights of such materials remain with the Agency and can only be used by the Client within the relevant services.
   12. The Client has the right to request and receive backup documents of the works prepared by the Agency after the service is completed. The Agency agrees to keep the backup documents of the relevant services for a maximum period of 1 year from the protocol date unless due to force majeure. The Client has the right to request backup documents once within this period. The Client is responsible for backing up the documents after receiving them from the Agency.
   13. The Client can continue using the works for which they have usage rights even if there is no ongoing agreement or commercial relationship with the Agency. They can make changes to these works independently or by receiving services from another firm. The Agency is not responsible for any issues and disruptions directly or indirectly caused by the Client’s changes. This clause remains valid without time limitation even if the agreement is terminated.
   14. The copyright fees of photos, videos, sounds, music, audio-visual materials used in designs are not included in the service fees specified in this agreement and annexed protocols.
   15. The shooting fees of photos and videos used in designs are not included in the service fees specified in this agreement and annexed protocols.
   16. The Agency presents the usage fees of copyrighted and non-copyrighted materials, special photo shooting fees, special video shooting fees, separately from the service proposal to the Client for approval. Based on the Client’s decision, the materials used in the designs can be provided by the Client or purchased from a third-party firm determined by the Client or supplied by the Agency if the Client accepts the separate price proposals submitted by the Agency in writing.
   17. Advertising broadcast and media purchasing costs are not included in the service fees specified in this agreement and annexed protocols.
   18. For all advertising and promotion services, advertising broadcast and media purchasing costs are directly invoiced to the Client by the broadcasting company or media agency providing the advertising broadcasting service. The Agency only assists in bringing the Client together with the broadcasting company or media agency for the desired media placements if requested by the Client. The Agency does not mediate in advertising purchases and has no commercial relationship with advertising broadcasts or media purchases. All costs and resulting legal and contractual obligations related to advertising broadcasts and media purchases, including but not limited to, are the responsibility of the Client.
   19. All tax obligations arising from advertising broadcasts and media purchases are the responsibility of the Client.
   20. The Client is responsible for the financial obligations and any withholding and taxes that may arise from advertising broadcasts purchased from abroad.
   21. Domain purchase fees, website hosting services, server services, ready-made software fees, email hosting services, SSL certificate services, printing services, production services, advertising services, and similar additional products and services, as well as taxes, withholding, and similar costs that may arise because of these, are not included in the service fees specified in this agreement and annexed protocols.
   22. The Agency presents price proposals for the domain purchase, website hosting services, server services, ready-made software fees, email hosting services, SSL certificate services, printing services, production services, and similar products and services required within the scope of the provided services separately from the service proposal for the Client’s approval. Based on the Client’s decision, these products and services can be provided by the Client or purchased from a third-party firm determined by the Client or supplied by the Agency if the Client accepts the separate price proposals submitted by the Agency in writing.
   23. The Client agrees to purchase or provide the necessary photos, videos, sounds, music, audio-visual materials, domain usage, website hosting services, server services, ready-made software, email hosting services, SSL certificate services, printing services, production services, and similar products and services required for the services to be provided. The Agency is not responsible for any deficiencies that may prevent or render the services defective. The Agency is deemed to have fully performed its services even if these needs are not met.
   24. The responsibility assumed by the Agency under this agreement is limited to intent and gross negligence.
   25. The Client is responsible for all products and services purchased from third-party firms or directly provided by the Client, outside the services provided by the Agency.
   26. The Client is the original owner of the accounts opened in digital environments or various websites within the scope of the services received. The Client is responsible for maintaining control and security of these accounts and passwords. The Agency’s responsibility ends once it delivers the works to the Client, who can change passwords to ensure the security of their accounts.
3. Information Sharing and Confidentiality
   1. The Agency commits not to disclose or share any information, data, documents, visuals, and content obtained from the Client without the Client’s request and/or permission.
   2. The Client undertakes not to use and share with third parties any alternative content, texts, designs, concept ideas, strategies, software, and all kinds of alternative designs, creative works, ideas, and content produced by the Agency and presented to the Client without the written consent of the Agency.
   3. The Client agrees that a statement indicating that the web design was prepared by the Agency will be placed at the bottom section of the web designs and in the “Meta” description texts of the interface software, with a link to the Agency’s website. The Client will not claim any rights and/or fees for this.
   4. The Client agrees that a statement indicating that the digital design was prepared by the Agency will be placed in the “Meta” description texts of the software’s interface, with a link to the Agency’s website. The Client will not claim any rights and/or fees for this.
   5. The Client agrees that the Agency may reference the services provided by the Agency, including the Client’s name, from the moment the relevant service is launched. The agency is permitted to share this information, including the Client’s name, across its social media accounts, website, and any other communication channels it deems appropriate. The Client accepts this without claiming any rights or fees for such references.
4. Service Fee, Invoicing, and Payment
   1. Monthly Services
      1. The Client’s monthly service invoice for the services agreed upon with the Agency to be received on a monthly and ongoing basis, shall be issued at the end of each month’s last week.
      2. The monthly services commence on the service start date specified in the protocol attached to this agreement, or if no service start date is specified in the protocol, they commence on the date of signature of the protocol and continue uninterrupted for a period of 1 year. The Parties agree that if they wish to continue the service after 1 year, the service fee will be increased by an amount agreed upon mutually by the Parties, and the term of the relevant protocol will automatically extend month by month until it is terminated as per paragraph 5.1.2.
   2. Project-Based Services
      1. For project-based services agreed upon by the Client to be received from the Agency, a “Advance Payment” of 40% of the service fee specified in the relevant service protocol will be paid by the Client in cash before the project commences. The relevant service protocol will enter into effect on the date the deposit payment is made, and the project will begin on the date the deposit payment is made. After the deposit payment is made, the Agency will prepare and send an invoice for the deposit payment to the Client.
      2. If the deposit payment for a project-based service is not paid within 30 (thirty) days from the date of signature of the protocol, the protocol will automatically become invalid without any notice or warning.
      3. Upon completion of the project, the remaining balance of the service fee specified in the protocol will be invoiced by the Agency.
      4. During the project, the Agency will invoice the Client for any additional products and services that are provided to the Client on an as-needed basis and that are approved by the Client, such as photographs, videos, audio, music, audiovisual materials, domain names, website hosting services, server services, ready-made software, email hosting services, SSL certificate services, printing services, printing and production services, and similar products and services. These products and services will be invoiced by the Agency before the completion of the project.
   3. Invoices prepared by the Agency shall be paid by the Client within 15 (fifteen) days from the date of the relevant invoice.
   4. This agreement and its attached protocol are subject to additional tax regulations enacted by the legislature regarding the services in question, and any changes made to the tax legislation, but not limited to it, will be passed on to the Client.
5. Termination of Additional Service Protocols
   1. Termination of Monthly Service Related Additional Service Protocols
      1. Additional service protocols prepared for monthly services may be unilaterally terminated by either Party.
      2. A Party wishing to terminate an additional service protocol involving monthly services must notify the other party in writing at least 30 (thirty) days prior to the intended termination date. Upon receipt of written notice of termination by either Party, the protocol shall terminate on the last calendar day of the month following the date on which the termination notice was given.
      3. If the terminating Party is the Client and the terminated protocol includes a service whose minimum service period has not yet been completed, the Agency shall be deemed to have provided the entire service covering the minimum service period defined in the protocol, without the need to provide the remaining service, and shall have the right to invoice the full service fee and collect it from the Client.
   2. Termination of Project-Based Service Related Additional Service Protocols
      1. Additional service protocols prepared for project-based services shall terminate automatically without the need for notice or warning upon completion of the work, delivery to the Client, and completion of all payments related to the protocol by the Client.
      2. If an additional service protocol prepared for project-based services is terminated in any way before completion of the work, the Agency shall have the right to invoice the portion of the service completed and the procurement costs related to the service to the Client. In this regard, the Agency’s statement shall prevail. The remaining amount after deducting the “Advance Payment” shall be invoiced to the Client as “Early Termination Fee”. The Agency shall not be required to refund the “Advance Payment” under any circumstances.
      3. Additional service protocols prepared for project-based services may be unilaterally terminated by the Client, provided that the “Early Termination Fee” and procurement costs related to the service are paid. The Client must notify in writing of the termination of the protocol. The protocol shall terminate upon the date when the Client has made all payments.
6. Termination of the Agency Service Agreement
   1. This Agreement may be unilaterally terminated by either Party in the absence of any ongoing and uncompleted additional service protocol prepared as an extension of the Agreement.
   2. The Client may unilaterally terminate this Agreement even if there is an ongoing and uncompleted additional service protocol prepared as an extension of the Agreement.
   3. In cases where the Agency has not received the necessary information from the Client for more than 30 (thirty) days to complete the service, has not received the necessary approval from the Client to complete the service, or has not been able to collect any invoice from the Client for more than 30 (thirty) days from the invoice date, the Agency may terminate additional service protocols and/or this Agreement unilaterally or reserve the right to do so at any time, even if there is an ongoing additional service protocol.
   4. Regardless of which Party terminates this Agreement, the additional service protocols prepared in continuation of this contract, which are an integral and inseparable part of this Agreement, shall terminate in accordance with the rules specified in the “Termination of Additional Service Protocols” clause, and no additional termination notice shall be required for these protocols.
   5. Apart from additional service protocols, if there are other protocols prepared in continuation of this Agreement, these protocols shall also terminate automatically as an integral and inseparable part of this Agreement upon termination of the Agreement, and no additional termination notice shall be required for these protocols.
   6. The Party wishing to terminate this Agreement must notify the other Party in writing of its intention to terminate the contract at least 30 (thirty) days in advance. In case of written termination notice by either Party, this Agreement, along with the additional service protocols prepared in continuation of this Agreement, which are an integral and inseparable part of the contract, shall terminate.
7. Other Provisions
   1. The Parties’ notification addresses are specified at the beginning of this Agreement, and unless the changed address is notified in writing to the other party, notifications made to the addresses specified in the contract shall be valid.
   2. Stamp duties arising from this Agreement and/or additional protocols prepared in continuation of this Agreement shall be borne by the Client, and a copy of the payment receipt shall be provided to the Agency as proof of payment.
   3. In case of any disputes arising from the interpretation and implementation of this Agreement and/or additional protocols prepared in continuation of this Agreement, the Agency’s email records and commercial books and records shall constitute conclusive and exclusive evidence. This clause constitutes an evidence agreement.
   4. In case of disputes arising from this contract and/or additional protocols prepared in continuation of this contract, Türkiye İstanbul Bakırköy Courts and Enforcement Offices shall have jurisdiction.
   5. This contract has been prepared in 7 (seven) articles and in two copies, signed by authorized representatives of the parties on ……/……../………
   6. The originals of the contract shall be kept by the Parties.

Attachments
Attachment.1.  Signature circulars of the parties