SERVICE COOPERATION AGREEMENT
Purpose : This agreement has been prepared in order to bring commercial and legal clarity to the basic principles of the Customer-Arla Media relationship.
Parties to the contract:
………………………….. residing at ………………. (hereinafter referred to as the Customer)
1. Subject and Scope:
The definition of the services to be provided for the promotion of the Client’s brand and how they will be operated, the terms and conditions of operation, and the determination of the ownership of the rights on the advertising works produced constitute the subject matter of this Agreement.
2. Obligations of the Parties:
Arla Medya shall work in full cooperation with the Customer in line with the above objectives, make every effort to maintain and improve the quality of the service it provides, and not promote other products that are in direct competition with the products and services it promotes without the approval of the Customer;
The customer, on the other hand, accepts and undertakes to cooperate with Arla Medya in every field in line with the scope of the agreement, especially to provide accurate and complete information, to see Arla Medya as the sole responsible for the execution of the defined service.
3. Ensuring Confidence in Promotion:
The customer provides Arla Media with all kinds of information and data about its product or service, and Arla Media produces accurate and honest promotional and brand content based on this data.
4. Confidentiality:
Arla Medya undertakes not to give/share the information obtained from the researches received from the Customer and/or conducted on behalf of the Customer and paid for by the Customer to anyone without the Customer’s consent. If the customer wishes, this commitment is also obtained from third parties involved in the realization of the work through Arla Medya. This commitment also applies after the end of the agreement.
Likewise, the Client undertakes to comply with the confidentiality of the content concept, text, design, software and the content produced by the agency, all such creative work products presented to him/her by Arla Medya, not to use those that are not accepted and not to share them with third parties without the approval of the Digital Agency.
5. Agency Services:
5.1 Social Media Management;
(a) Continuously monitors, obtains detailed information and analyzes the Customer’s business, operation, products and services, their existing and potential markets and competitors.
(b) Managing all content produced for the Customer’s brand, including but not limited to Facebook, Twitter, LinkedIn, Instagram, Google Plus and Youtube channels,
Compiling the raw content to be provided by the brand units and creating original content suitable for social media,
It covers the production and sharing of daily …… content covering ….. days of the week.
Accurate and quality information is a prerequisite for quality content. For this reason, the density and quality of the materials (articles, visuals, sectoral information, etc.) to be transmitted to our company from the brand teams are of high importance in determining the quality of the content produced.
(c) While performing the follow-up specified in Article 5(b), Arla Medya shall also measure the interest shown to the Customer and the Customer’s products at the time intervals to be requested by the Customer and shall submit the measurements it has made to the Customer in the form of a report.
6. Approval, Authorization, Amendment/Correction:
The services and works referred to in Article 5 may not be initiated without the Client’s consent.
(1) Approval :
After obtaining the Client’s general approval for a campaign, the Digital Agency submits the promotional text, campaign and ideas for specific approval.
Consent must be given in advance or subsequently in writing or confirmed in writing in the form of an e-mail communication or a meeting note. If these written notes are not objected to within the period to be determined by the parties, it shall be deemed to have been approved by the Client. It is essential that written approvals are given prior to the commencement of work. In urgent work, written confirmation of verbal approvals given exceptionally due to time constraints shall be given before the end of the work.
(2) Authority:
(a) Approval of the text, design and design fee for printed works authorizes Arla Medya to prepare originals and carry out related works (photo shoot etc.). Approval of the original and the estimated production cost authorizes printing.
(b) Approval of television, cinema and radio scripts together with the estimated cost of film program production authorizes Arla Medya to enter into production contracts and contract with actors, and approval of films and broadcast program together with sound recording authorizes their broadcast.
(c) Upon approval of the publication schedule, cost estimates and advertisements of the press campaigns in the media, Arla Media shall be authorized to make the necessary arrangements for the reservation of space in the relevant media and the publication of the advertisements. Arla Medya shall notify the Client in a timely manner of any changes made by the media organs in the media tariffs or conditions.
(d) If the Client approves the text or design or ideas, Arla Media shall be authorized to publish such text or design or ideas on digital media channels.
Arla Medya shall be notified in writing by the Customer upon signature of this Agreement as to who is authorized to give approval for which works. Arla Medya will not be held responsible if changes in approval authorities are not notified.
(3) Changes, Corrections and Errors:
The Client may request changes and corrections to media plans or works in progress up to 2 (two) days prior to publication. In this case, Arla Medya tries to fulfill this request in accordance with its obligations arising from its employment contracts with the media and intermediaries.
If the reason for the correction is not caused by Arla Media or third parties with whom Arla Media has established a connection or is based on force majeure for Arla Media, the Client agrees to cover the agency’s expenses and obligations arising from its business connections with third parties.
The Client shall also pay an agency service fee in respect of the expenses and obligations arising from the corrections made on the grounds mentioned above.
7. Scope and Application of Arla Media Commission and/or Fee:
(A) The amount to be paid monthly by the Client to Arla Medya for the services in clause 5.1 is stated in the offer submitted to the Client.
(B) Fee on a project basis:
Design, software, application, film production, mobile applications, sponsorship, point of sale promotion, event organizations, direct mailing, marketing, consumer and sales promotions, other marketing and communication activities that complement the promotion may be considered as project work and project work will be priced separately in the annex of this Agreement with the agreement of the parties.
(C) Expenses to be invoiced without commission:
(a) Taxes,
(b) Intercity and international travel expenses incurred for the Client’s business.
8. Payments:
Payments under clause 5.1 shall be made on the first business day of each month in accordance with the amount specified in the offer as set out in clause 7 A.
Arla Medya finances its own service, not the Client’s advertisement.
The payment terms and conditions specified in the agreement made by the Customer directly or by Arla Medya with the media organization with the approval of the Customer are applied exactly as they are. The agreement made with the media organization shall be deemed as an annex to this Agreement.
Production, procurement, organization, etc. The payment times and conditions in the agreement made directly by the Customer or by Arla Medya with the approval of the Customer shall be applied in the works; both in principal and advance payments. The agreement made with the media organization shall be deemed as an annex to this Agreement. Also 6.1 for advances. It is required to be stated in the cost estimate approval to be obtained in accordance with the Article.
In case of delay in payments, the interest rate is 5% per month.
Partial invoices may be issued for works that take a long time to complete. Expenditures incurred in the current year for works postponed to the next calendar year are invoiced at the end of the year.
9. Accounting Records:
During the term of this Agreement;
(a) The Parties shall use their mutual utmost convenience in reconciling accounts.
(c) When Arla Medya is requested by the Client on a project basis, Arla Medya will send an invoice to the Client on Friday of each week, unless otherwise agreed between the parties in the annex to this Agreement. The payment of this invoice will be made by the Customer on the following Monday.
(d) In the event that a commission payment is made by the Customer to Arla Medya within the scope of Article 7(b) of this Agreement, Arla Medya shall also issue a commission invoice to the Customer.
10. Transfer of Material and Connections:
Promotional material other than those delivered to the media shall be returned to the Client following the termination of the Agreement. This material will be kept by Arla Medya for 1 (one) year during the execution of the Agreement and may be destroyed afterwards. In addition, when the Agreement is terminated, Arla Medya undertakes all kinds of cooperation in the transfer of the space or time allocated in the channels and the orders, connections and agreements made to third parties and the rights and obligations arising therefrom, provided that the current account balance has been paid by the Customer.
11. Validity of Rights:
The financial rights that Arla Medya owns in accordance with the Law on Intellectual and Artistic Works (FSEK) or that it has taken over from third parties through contracts will be open to the use of the Customer, provided that the fee specified in this contract is paid and as long as this fee is paid. If the Customer wishes to take over these financial rights, it must also agree on a reasonable price with Arla Medya.
The aforementioned rights, the use or transfer of which are in question, are the copyright rights set out in FSEK and the financial rights set out in FSEK.
Arla Medya is obliged to completely and unconditionally take over such financial rights, if any, from the person doing the work in order to make them available to the Customer.
12. Responsibility under the Law:
The responsibility that Arla Medya has assumed with this Agreement is a defective responsibility.
13. Stamp duty:
Stamp tax arising from this Agreement shall be paid by the Customer.
14. Evidence:
Arla Medya commercial books shall constitute conclusive and exclusive evidence in the settlement of disputes that may arise from the interpretation and implementation of this Agreement. This clause shall be deemed to be an evidential agreement.
15.Notification:
The notification addresses of the parties are those stated above, and notifications made to these addresses will be valid unless the address change is notified to the other in writing.
16. Termination of the Convention:
In the event of termination of this Agreement, the completion of the works in force shall be carried out by a protocol to be arranged by mutual agreement.
Whoever fails to comply with the notice period in this article or terminates the contract for other unfair reasons agrees and undertakes to pay the damages of the other party. Loss includes foregone earnings.
17. Duration
This Agreement is valid from the date specified in the Copyright for the period specified in the offer. Unless notice of termination is given 30 (ninety) days prior to the expiry date, it shall be deemed to be extended for the period in the offer.
18. Dispute Resolution:
Antalya Courthouse Courts and execution offices are authorized in disputes arising from this contract.
This Agreement has been prepared based on the mutual consent and assent of the Parties.
The Agreement consists of 18 (eighteen) articles and has been published on www.arlamedya.com and has been notified to the Customer by Arla Medya in electronic media and communication applications and its approval has been obtained or Arla Medya has notified this agreement in the offer it has prepared for the Customer and if the Customer approves the offer, it will be deemed to have approved this agreement.
