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TERMS & CONDITIONS

1. Scope of Agreement

1.1 Upon the request of the local and foreign third companies and individuals (hereinafter shall be referred to as the “Client”) active in different specialties, Ekspertera Bilgi Teknoloji Danışmanlık Ltd. Şti. Company (hereinafter shall be referred to as the “Company”) shall participate in the projects carried out in different business areas by these Clients (hereinafter shall be referred to as the “Project”) and provide consultancy service through the Expert Portfolio (hereinafter shall be referred to as the “Expert Portfolio”) consisting of real persons with expertise in various sectors.

1.2 The Company shall allow the Expert listed in the Expert Portfolio to give opinion via telephone or face to face meetings; carry on detailed studies by participating as an “Expert” in the Projects requested by the Client; file written reports or perform online survey studies.

2. Conditions of Participation to the “Expert Portfolio”

2.1 By accepting this Agreement in order to take part in the Expert Portfolio created by the Company, you hereby accept and undertake that there isn’t any restriction for providing the services stated within the framework of this Agreement in any service agreement concluded with third parties, consultancy agreement or working conditions and principles published by the company you work with or you have connections with and additionally you have received the required permissions to fulfil your liabilities arising from this Agreement.

3. Commitments of the Expert

3.1 With your participation to the Expert Portfolio of the Company, you hereby accept and declare to comply with the provisions of this Agreement, current legislation, official regulations and honesty and good will principles when giving information and opinion on any Project basis and fulfilling your liabilities stated within the framework of this Agreement.

3.2 In case the Company or Client requests information and/or opinion within the framework of any Project and the relevant Project causes any conflict of interest with any company or third person that you have worked with in the past or you are currently working with or you have any commercial relation with or your commercial activities or there is any doubt with respect to conflict of interest, you hereby accept and undertake to inform the Company in order not to participate in the Project.

3.3 You hereby accept and undertake that you shall not provide any similar service in any rival company active in the same sector and/or conclude agreements in this context without the prior written consent of the Company during the term of this Agreement and for a period of 1 (one) year as from the termination of this Agreement.

3.4 You hereby accept and undertake that in case you are appointed for any Project within the framework of this Agreement, you shall not provide any independent consultancy service to the Client outside the knowledge and without the prior written consent of the Company during the term of the Project and for a period of 1 (one) year as from the termination of the Project.

4. Confidentiality Commitment of the Expert

4.1 In accordance with this Agreement, you hereby accept and undertake to keep confidential all types of information (not revealed to the public) about the Company, Client or company or third person that will carry out the Project or relevant with the Project which are revealed due to the fact that your information and/or opinion has been requested within the framework of the Projects to be carried out by the Clients; use this information only for the work requested within the framework of the Project; not to reveal to any third party unless it is legally obligatory and upon the request of the Company and/or Client or the termination and/or cancellation of the legal relation regarding the Project to immediately return to the Company and/or Client or destroy all types of information. This liability shall survive for an indefinite period of time following the termination of this Agreement.

5. Accuracy and Use of the Expert’s Personal Information

5.1 In order to participate in the Expert Portfolio of the Company, you have to submit your curriculum vitae and upon necessity your photograph to the Company. You have the right and liability to control the accuracy of this information from time to time and request the amendment of the inaccurate and/or out of date information.

5.2 You hereby accept that your personal information submitted to the Company is used by the Company and/or Clients in accordance with the purpose of this Agreement; registered and transferred abroad by the Company.

5.3 You might request the termination of the use of all or part of your personal information by the Company within the framework of this Agreement. In case of your request for the termination of this Agreement, the Company shall terminate the use of your information within a reasonable period of time.

6. Working Terms and Conditions of the Expert

6.1 In case the Client requests your consultancy within the framework of the Project, it is at your discretion to decide whether to participate in the Project. However, if you request to abandon the Project at a stage that will leave the Company in a difficult situation without stating any valid cause, the Company has the right for the non-payment of your fee arising from this Project.

6.2 In case of accepting this Agreement, the Company does not commit that you will definitely be requested to participate in any Project or the frequency and scope of the Projects in which you will be requested to participate.

6.3 Unless otherwise agreed, you shall be entitled to the hourly fee previously accepted regarding the active meeting period for the Client. You shall not have the right to request any additional fee for the research you have made regarding the question asked/will be asked and/or waiting period during the telephone conversation or in case of the cancellation of your meeting.

6.4 In case of your or Client’s request to termination of the meeting for any reason during the first 10 (ten) minutes, you shall not have the right to claim any fee.

6.5 All the meetings that will be performed with the Client within the framework of the Project shall be made through the Company or the system that will be set up by the Company and you shall not have the right to request any fee from the Company with respect to any meeting performed with the Client outside the knowledge of the Company.

6.6 In case you are appointed within the framework of any Project, your opinion regarding your speciality and/or sector shall be requested and the Company and/or Client does not expect you to reveal any confidential information and/or trade secret which you are liable to keep confidential.

7. Payments to the Expert

7.1 In case you provide service within the framework of the Agreement, the consultancy service fee shall be transferred to the previously notified bank account number within 21 (twenty one) business days as from the delivery of the relevant invoice.

7.2 In case of any objection of the Client to the service you have provided and/or fee you have requested within the framework of the Project, the Company has the right for the suspension of the payment until the resolution of the relevant dispute. You hereby declare and accept that the Company is the sole authority with respect to the resolution of the relevant dispute and you shall accept the decision of the Company regarding the dispute.

8. Copyrights Regarding the Expert’s Work

8.1 All types of documents, materials and creative works prepared by you to be presented to the Client within the framework of the Project shall belong to the Client. You hereby accept and undertake that in accordance with this Agreement the copyright and fiscal rights of all works created, developed, translated, processed etc. within the framework of the Projects carried out by the Client shall belong to the Client and “copyrights” such as utilization, duplication, distribution/circulation, processing, usage and lease shall unconditionally and unlimitedly belong to the Client within Turkey and around the world. Regarding the works prepared and meetings held with the contribution and mediation of the Company, you shall be liable to refer to the Company title. The property right and copy right of the research surveys and works prepared based on the works that you have provided to the Company/Client shall belong to the Company.

8.2 The property right of the works that you have made before being appointed in the Project and independent from the Project shall belong to you. In case of the presentation of these works to the Client, the Client shall unlimitedly and freely have the right to use, develop, circulate, present to the use of third parties and transfer to third parties the ideas, concepts, technical and know-how stated in these works.

8.3 You hereby accept and undertake that the copy right of the works and products presented to the Client or presented to the Company in order to be published on the web site or any other reason within the framework of the Projects subject to the Agreement belong to you; these works do not violate the copy right of third parties; you have not used any product/work the copy right of which belongs to third parties without paying any royalty and receiving relevant permit and these works do not contain any inaccurate, misleading or false information.

9. Independency of the Expert

9.1 You hereby declare and accept that by accepting this Agreement you have not become an agent or an employee of the Company; you carry on the business for and on behalf of yourself and you do not have the authority to make statements, give guarantees and/or commitments or make any other actions binding the Company on behalf of the Company.

10. Right of Precaution and Limitation of Liabilities

10.1 You hereby accept that in case of the violation of the liabilities and commitments arising from this Agreement or there is a righteous belief with respect to the violation, the Company or Client has the right to take all types of legal precautions for the prevention of the current or possible violation.

10.2 Within the framework of this Agreement, the Company shall not be liable for the direct and/or indirect losses such as loss of profit/pay that might be incurred by you or third parties due to your participation in the Expert Portfolio, your information and opinion as an Expert, fulfilment of your rights and liabilities arising from the Agreement and/or acts contrary to your commitments and liabilities within the framework of this Agreement.

11. Amendments of the Agreement

11.1 The Company, at its own discretion, might amend the provisions of this Agreement; remove the current articles and/or add new articles. The Company shall publish the amendments on the web site and send the amendments to the e-mail address registered in the system. In accordance with this Agreement, you shall accept the amendments in order to be appointed in a Project.

12. Applicable Law and Authorized Court

12.1 Turkish law shall be applied with respect to the disputes arising from this Agreement and its termination. Istanbul-Central (Çağlayan) Courts and Enforcement Offices shall solely be authorized.

13. Termination of the Agreement
13.1 You have the right to terminate this Agreement with a prior written notification send to the Company as to be effective 1 (one) year later as from the notification date. The Company has the right to terminate the contractual relation at any time without any justification and liability to compensation and remove your information from the Expert Portfolio. By accepting this Agreement, you hereby accept the terms and conditions of this Agreement and inclusion of your information in the Expert Portfolio of the Company.