Callcenter Platform Membership Agreement

This Call Center Platform Membership Agreement (”Agreement") has been signed by on one side Champs Teknoloji Anonim Şirketi resident at the address of Akat Mahallesi Tepecik Yolu Sk. Alkent İş Merkezi Sit. F-4 Blok Apt. No: 13 /10 Beşiktaş/İstanbul (hereinafter referred to as the “Platform” or “Company”) and on the other side ………… located at …………, having Tax ID Number of ………… (hereinafter referred to as the “Member”) on the date of ………… in line with common will and mutual negotiations of the Parties.  

The Platform and the Member shall hereinafter referred to as the Party separately and Parties collectively under this Agreement.

RECITALS

(A) The Company desires to provide social media management, oral and written request handling, answering calls, content management, technical support and/or calling, collection, marketing and sales services for their Customers by offering a platform through a system establish on the website for anyone who desires to generate income per case and/or transaction and/or hour from home or any other place and ensure the high quality standards for the call center services of their Customers. 

(B) Member desires to become a member of the Platform to provide call answering service for the Customers determined by the Platform during the days and hours determined by the Member, provide social media management, oral and written request management, content management, technical support and/or calling, collection, marketing and sales services, and generate income per case and/or transaction and/or hour by handling the requests of the Customers.

(C) In this respect, the Parties have agreed on the Agreement with following provisions.

1. SUBJECT AND SCOPE OF THE AGREEMENT

1.1 The subject matter of the Agreement is as a Member, after becoming a member and participating to the Platform, answering calls of Customers exclusively determined by the Company, directing the individuals who receive service from the Customer in line with their request and in accordance with the policies of the Platform and to determine the rights and liabilities of the Parties in this respect.  

1.2 The Member accepts, declares and undertakes that during the Services that they will perform as a member of the Platform, they will comply with the internal policies of the Platform and Customers, as well as the standards set forth with respect to the level and quality of the services.

1.3 The Parties have agreed that there is a system in which the Member can choose the days and hours (“Active Hours”) they want to work from the profile page on the Platform, and that the Member may perform the Services at any time and time interval by determining the days and hours they want to perform the Services through this system in advance and in accordance with the provisions of the Agreement. The Parties agree, declare, and undertake that the Member will exclusively determine the hours during which he/she wants to perform the services, and that it is entirely at the initiative of the Platform whether authorization is given to him/her following the relevant determination.

1.4 Member will perform the services as a sole trader/private company or legal entity or an organization that is qualified to issue invoice the Company.

2. DEFINITIONS

Active Hours: Means the period during which the Member performs the Services.

Training: Any training provided by the Platform or Customer for the Member with respect to answering calls within the scope of call center services and related procedures. 

Services: Provision of social media management, oral and written request handling, call answering, content management, technical support and/or calling customers, collection, marketing and sales services provided by Member for Customers and individuals who receive product or services from Customer, determined by mutual agreement of Customer and Company, in line with the requests of Customers.

Customer: Means the Customer to whom the Company, and therefore the Member, will provide the Services.

Authorization: Means the approval of days and time interval when the Member desires to provide Services through the Platform and authorizing the Member for the time interval they desire to provide the Services.  

3. RIGHTS AND OBLIGATIONS OF THE MEMBER

Membership Conditions and Qualifications of the Member

3.1 The Member and/or legal representative of them if the Member who will become a member of the Platform is a legal entity accepts, declares, and undertakes that they are over the age of 18, has completed at least a high school or equivalent educational institution. Member accepts, declares and undertakes that he / she is authorized to issue invoices on his / her behalf for the fee he / she will be entitled to in accordance with his / her commercial relationship with the Company. Otherwise, the Member will not be able to participate in the Platform with the capacity of a member.

3.2 The Member accepts, declares and undertakes the accuracy of the documents and information provided to the Platform at the time of their membership.

3.3 Member agrees, undertakes, and acknowledges that they are aware of the rules, applications, standard and principals provided by the Company and the Customer before the execution of the Services, they comprehend the said, and they will abide by the agreement and the service and quality standards set out in these agreements. 

3.4  Members shall be obliged to complete Trainings and success tests in the qualifications and time determined by the Company in order to perform Services through the Platform.

3.5 Member accepts, declares and undertakes that he/she;

  1. Has a tax identification number duly received,

  2. Has not been previously involved in any crime under the Turkish Penal Code 5237, have not been subject to any criminal sanction including but not limited to penalties restricting liberty by any court decision,

  3. Has a good ability to diction and presentation of Turkish or other languages they offer services,

  4. is able to use MS Office programs, basic computer operating system and software well,

  5. Has a level of culture and psychology that is appropriate to serve as a call center officer,

  6. Has high expressive power and oral communication skills,

  7. Has successful human relations,

  8. Experienced in telephone conversation techniques and customer service,

  9. If they stated that they speak a foreign language during membership application, they should have a good level of understanding of the relevant foreign language and be able to offer services in the relevant foreign language,

  10. They have a good grasp of the organizational structure accepted in call center services and applications of the sector as well as the execution method of works.

 

Non-Employment, Not Being Considered as Employee-Employer

3.6 The member determines the place of work where he or she will spend his or her Active Hours. Member agrees, undertakes and acknowledges that they entered into a commercial relationship with the Company in his/her capacity of a tradesman, bearing tax ID and authorized to issue invoice, being only a member of the Platform, Members shall not be the subject to Labor Act, they are not employed by the Company, Platform and/or Customers, and the Company and/or Customers have no responsibility towards them with respect to social security and other issues under Labor Act or Social Insurances and General Health Insurance Law.

Active Hours and Place of Member

3.7 The member has the exclusive right to determine the active hours he/ she wants to provide the Services by to logging in to the relevant system via the Platform and thus notifying the Company within a reasonable period of time before the day and time he/she will provide the services.

3.8 The Member agrees, declares and undertakes not to engage in any other work, including, but not limited to, domestic work, except for services during his active hours.

3.9 It is essential that the member does not change and adhere to the Active Hours after determining the Active Hours and registered it through the Platform. After determining the Active Hours and accordingly receiving Authorization, the Member may not change or cancel the Active Hours less than three (3) days before the Active Hours. Member may change or cancel their Active Hours if they have a justified excuse that can be accepted by the Company and immediately notifies to the Company.

Quality and Delivery of Services

3.10 The Member declares and undertakes to provide the services in accordance with the service quality and standards established by the Platform and the Customer, to apply the changes to these standards without delay, and to accept these changes in advance. Members agree, undertake and acknowledge to;

  1. Provide Services with the maximum quality required by the business model,

  2. Make every effort to ensure the satisfaction of the Customer and the people receiving the Services from the Customer,

  3. Their primary goal at the time of offering the services will be to ensure the satisfaction of the Customer and those who receive services from the Customer, and to comply with the busines solutions methods of the Customer.

  4. At the time of offering the Services, strictly comply with and apply the business solution methods determined by the Company and the Customer.

  5. Accept, declare, and undertake to comply with all ethical rules, including but not limited to information security rules of the Company and the Customer.

Member's Reporting Obligation

3.11 The Member is obliged to provide the reportable data contents under his/her responsibility at the request and in the method demanded by the Company and the Customer.

Technical Obligations and Equipment Liability

3.12 The Member agrees, declares, and undertakes to use the infrastructure, audio recording and archiving devices and/or programs, equipment and hardware provided to him/her during Active Hours.

3.13 The Member will be able to use their own devices and/or equipment and/or programs during Active Hours, if clearly specified by the Platform before starting to offer the services.  If the Member uses any device and/or equipment and/or programs belonging to them during Active Hours, they will be responsible for their safety, operation and up to date.

Security and Privacy Obligations

3.14 Member agrees, acknowledges and undertakes that only she/he will use the user name, password and/or code entrusted to him/her in order to use the Platform and perform the Services. Members also shall not let any other person to use them, and that he/she will use his/her best efforts to prevent their use by others.

3.15 Member agrees, acknowledges, and undertakes that in case he/she loses the password and/or code stated in article 3.14 of the Agreement or in case they are obtained by third parties, he/she will notify this to the Platform without any delay and he/she will give any support which may be demanded by the Platform to obtain a new username, password and/or code.

3.16 Member and the Platform agree, acknowledge and undertake that any written and oral commercial information or any other information regarding products, equipment or software now existing or to be produced in the future, information about their process, design of services, production, testing, assessment, marketing, renting or sales of them which belong to the Platform are confidential and sensitive for the Platform and without limiting the foregoing, any information, design and processes of any software development, method and technologies of the Platform must be maintained in confidentiality, that he/she will sign the confidentiality agreement stated in Annex-2 with the Company in this regard. 

Audit-Related Obligations

3.17 The Platform has the right to audit the Member at any time and in any way they wish. Calls to the Member can be recorded and the standard of the Services provided by the Member can be continuously followed for this purpose.

Other Obligations

3.18 A Member cannot open a fake account using information belonging to any person on the Platform. Member cannot disclose the personal data of unrelated third parties, especially private personal data, unless necessary and in accordance with its purpose during the performance of the Services, nor can they violate confidentiality agreements between any legal or real person. During the performance of the Services, the Member will not make any statements which may cause crimes such as insult, slander, threats etc. that is considered as crime under Turkish Criminal Code numbered 5237 and will not give an opinion in a manner supporting any organizations, actions which are illegal or constitute a crime.

4. COMPENSATION AND LIABILITY FOR DAMAGES

Member agrees that if he/she violates any provision of this Agreement, he/she will cause irreparable damage, loss of business and damage for the Platform. Therefore, Member agrees and undertakes to compensate any damages for any direct or indirect damages, expenses, attorney fees, indemnification fees which may arise against the Company under any name whatsoever including without limitation to breach of this Agreement, violation of written obligations, non-performance of any or all their obligations. In addition, if the Member violates any of the provision of this Agreement and/or violates the principles determined by the Customer while performing the Services, the Platform shall be entitled to request and claim from the Member any entitlement amount paid by the Platform to the Member until the date of the relevant violation and/or violation. The Member irrevocably accepts, declares and undertakes such amount to the Platform without the requirement of a court decision and the amount of the penalty specified under this clause is not exorbitant.

5. NON-COMPETITION

Member will not conduct, engage or participate in such work or benefit from such work on his/her own account, together with another person or directly on another person's account, as an employee, representative of any other person or in any other capacity  within the boundaries of Turkey and in other locations where the Company operates (as majority of the Company's and group companies' activities are performed on internet, it is not possible to limit with Turkey) during the term of this Agreement and 12 months following the expiration of the Agreement or cancellation of their membership provided that conditions where written consent of the Company is obtained are reserved.  In case the non-competition obligation is violated by the Member, the Company will have the right to claim penalty fee equal to 6 (six) month entitlement fee invoiced by the Member within 6 (six) months prior to the such violation (regardless of whether it exceeds the punitive damages) from the Member, provided that other rights of compensation or measures are reserved, depending on the extent of the damage caused to the Company.

6. FINANCIAL LIABILITIES

In exchange for the performance of the acts subject to the Agreement, Member will be entitled to per case and/or per transaction and/or hourly fees specified on the profile page he/she approves through the Platform per each case and/or transaction and/or per hour within the Active Hours. Member will raise invoice for the renumeration related to the Services he/she provides including VAT and other costs, monthly, and this invoicing process will take place not later than 3 (three) business days within the month following the relevant month. The fee will be paid to the bank account specified by the Member within 7 (seven) days from the date of notification of the relevant invoice by the Company. As part of the Services offered by the Member during Active Hours, the period during which he/she served will be determined based on the Company's records and relying on such records.

7. TERM AND TERMINATION OF THE AGREEMENT

7.1 This Agreement shall enter into force on the date of signing and is executed for a period of 1 (one) year. Either Party may terminate the Agreement by notifying the other Party 5 (five) days prior to the expiration of the Agreement. Otherwise, the Agreement will be automatically extended for one year at each time. 

7.2 In case the Member violates any of his/her contractual obligations under this Agreement partially or completely or fails to perform such obligations in accordance with the Agreement, the Company will be entitled to immediately terminate the Agreement and cancel the membership of the Member.

7.3 The Company may terminate the Agreement without any justification or liability for compensation by notifying the Member in writing 30 (thirty) days in advance.

7.4 Without prejudice to their rights arising from the regulations and this Agreement, the Member has the right to cancel the membership relationship it has established with the Platform by declaring a reasonable justification. In the event of a request for cancellation of Membership, the Member agrees that the Agreement and the contractual relationship between him/her and the Platform will also be terminated automatically under this article, unless otherwise specified in the Agreement.

7.5 If the Company and/or Member, as the case may be, use one of the means to terminate the agreement under this article, the membership relationship established under this Agreement between the Platform and the Member will automatically terminate. The Parties agree that they will continue to be obliged to perform the acts that the Parties have committed to each other prior to termination or expiration until the date of termination of the relevant membership relationship. In case the Member is authorized as specific for any Customer, Member agrees, acknowledges, and undertakes that he/she shall be obliged to continue working during the Active Hours he/she has undertaken previously and to perform the actions undertaken under the Agreement until the date of relevant termination or expiration.

7.6 In case Authorization cannot be performed because of the Member's inactivity on the Platform for a continuous period of 6 (six) months, the Member's membership will be deemed as deactivated and membership of the Member will be cancelled. In case the Member is deemed as deactivated, the Member must re-complete the Training and success tests in order to re-authorize the Member, and in this regard for the Member to perform the Services.

8. CONFIDENTIALITY, INFORMATION SECURITY AND PROTECTION OF PERSONAL DATA

8.1  Member agrees and undertakes that he/she shall sign with the Company the Confidentiality Agreement specified under Annex-1 (the “Confidentiality Agreement”) and the Information Security Agreement specified under Annex-2, and any documents and information obtained during performance of Services are confidential and therefore, he/she shall only use such information as required by his/her job and shall not disclose such information to third real and/or legal persons and entities other than the purpose of business without the consent of the Company.

8.2 In case it is found out by the Company that relevant information and documents included in the Confidentiality Agreement and/or Information Security Agreement is disclosed in violation of the Agreement without the consent of the Company, the Member agrees to be liable thereof. Member undertakes to take any necessary precautions so as not to transfer such documents and information to third parties and he/she cannot release of liabilities claiming that he/she cannot prevent the distribution of such information and documents and/or that he/she does not have any fault.

8.3 Member agrees, acknowledges and undertakes to process and maintain personal data obtained during performance of the Agreement in accordance with the General Data Protection Regulation and the Member shall be obliged to delete such personal data in the event of the termination of this contractual relationship and/or the purpose of processing is eliminated. Member agrees, acknowledges, and undertakes that identity, contact and location data of him/her may be processed by the Company under General Data Protection Regulation in order to perform Services provided to the Customers and may be transferred to third party Customers for the performance of Services.

8.4 Member agrees and undertakes to compensate any material and/or moral damage incurred by the Company, whether legally finalized or not, in the event of a situation contrary to Article 8 of the Agreement.

8.5 All provisions of this article will continue to apply during the term of the Agreement and after the expiration of the Agreement without limitation to any period of time. The Parties agree that the confidentiality of the information subject to this provision will be protected and will never be disclosed, even if the Agreement expires and/or is terminated for convenience or for default by one of the Parties.

9. INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS

All information, articles, images, documents, ideas, devices and equipment entrusted by the Company to the Member under this Agreement belong exclusively to the Company, and this Agreement does not grant the Member any rights, including use and license, over the intellectual/industrial property rights in which the Company is the owner or exclusive licensee. All letters delivered by the Company to the Member and any data and their copies created by the Member or delivered by the Company will be returned to the Company upon request of the Company or in any case upon termination of commercial relationship between the Parties for any reason. Member may not use the Company's name, trademark, service mark or logo in any publication, advertisement or other disclosure without the Company's written consent.

10. SEVERABILITY

In case the Agreement (or certain provisions and part of it) is found to be invalid, contrary to law or impossible to execute by a court or authorized body, the relevant provision (or part), as the case may be, deleted from the text or deemed to be deleted, and the validity and executability of the validity and executability of remaining provisions of the Agreement and the rest of the Agreement except for deleted part will not be affected.

11. FORCE MAJEURE

Any condition that prevents/delays Parties from fulfilling their liabilities under the Agreement and occurs out of the control of the Parties such as fire, lightning, explosion, earthquake, strike, lockout, disorder, civil commotions, malicious acts, terror, heavy snowfall, blizzard, landslide, flood, deluge, land and air vehicle crushes, internal water and smoke shall be deemed as force majeure.  The Parties shall not be held liable for failure to fulfill their obligations in full or on time due to force majeure. If the force majeure exceeds 30 (thirty) days, all obligations related to this agreement will be suspended until the force majeure situation is eliminated, or this Agreement may be terminated, according to the preference of the party experiencing force majeure.

12. ENTIRE AGREEMENT

If any provision of this agreement is invalid, unlawful, or unenforceable or deemed invalid, it shall not affect the applicability and validity of the remaining provisions. The parties will work in good faith to replace the invalid provision with a valid and enforceable provision that has the same economic and legal impact.

13. NOTIFICATIONS

Any notice to be made in writing under this Agreement shall be made to the addresses specified in this Agreement. Parties agree, declare, and undertake that these addresses are official notification addresses. Unless any changes to these addresses are notified in writing to the other Party, notices to be made to the addresses specified under the Agreement will be considered valid.

14. DISPUTE RESOLUTION AND EVIDENTIAL AGREEMENT

14.1 The establishment, validity, performance and interpretation of this Agreement and each of its articles and sections shall be governed by the laws of the Republic of Turkey and the interpretation of this Agreement shall be made in accordance with the laws of the Republic of Turkey. This agreement is subject to Turkish law and the Istanbul Court and Enforcement Offices will be authorized in all disputes arising from the application and interpretation of the agreement.

14.2 Parties agree that in disputes that may arise under this Agreement, the documents and electronic records belonging to the Company and recorded by the Company will be exclusive evidence for such dispute.

This Agreement prepared in Istanbul in two (2) original copies to be effective as of  ..................... and signed on ...................... and is binding on the Parties and their successors. One (1) original copy shall remain in the Company and the other original copy shall be retained by the Member.

MEMBER                           COMPANY

  

Annex - 1 Confidentiality Agreement

Annex-2 Information Security Agreement

Annex - 1 CONFIDENTIALITY AGREEMENT

The Confidentiality Agreement (”Agreement") has been signed by on one side Champs Teknoloji Anonim Şirketi located at Akat Mahallesi Tepecik Yolu Sk. Alkent İş Merkezi Sit. F-4 Blok Apt. No: 13 /10 Beşiktaş/İstanbul (hereinafter referred to as the “Company”) and on the other side …………….. located at ……………, (hereinafter referred to as the “Member”) under following terms and conditions.   The Company and the Member shall hereinafter referred to as the Party separately and Parties collectively under this Agreement. This Agreement is executed on ………… in accordance with the common will of the parties in their negotiations with their free will and constitutes an integral part of the Call Center Platform Membership Agreement executed between the Parties.

ARTICLE 1-SUBJECT

As part of the commercial relationship between the Company and the Member under the Call Center Platform Membership Platform Agreement (“Membership Agreement”), an agreement has been reached to sign this Confidentiality Agreement, as “Confidential Information” disclosed/may be disclosed in relation to the activities conducted by the Member's for the Company.

ARTICLE 2-DEFINITION

All services provided during the execution of the works within the scope of Membership Agreement between the Parties and the third party Customers of the Company or their customers ("Customers" collectively), proposals/negotiations/orders, agreement transactions, all sort of written or verbal information in relation with Company and Customers, or design, manufacture, test, evaluation, marketing, lease or sales of current or future specific products,  phases, services, programs, equipment, hardware or private and confidential information thereof, including but not limited to information, design and phases, software, systems, products used by Company and Customer for software development, methods, technology and information of the Company made remotely available to the Member, if any, whether explicitly defined as confidential or not, are classified as Confidential Information.  Confidential Information also includes but not limited to, oral, written, graphical, and computer readable information of all kinds, the activities of Company and Customers, trade secrets, computer data, software, business plans, databases and documents, application structure, application code, the entire system and server information, infrastructure information, server data, user's computer information, encryption techniques, processes, advertising and marketing practices, predictions, assessments, product plans, contracts, technical plans, business strategies, strategic alliances, suppliers financial and statistical information, financial statements, assets, data of the services provided, personnel information, personnel information and financial gain information of the personnel of all sort, specific technology and/or custom software and/or custom products and/or electrical and mechanical drawings and/or trademarks and/or other know-how and other intellectual property details; existing/future shareholders, and regardless of the name underwhich identities, profiles of personnel, customers, rivals and other parties, market practises; business opportunities; cost and expense information; tax planning and advices; and information about all the rules, procedures, regulations, specifications, etc. about existing and future the legislation and internal regulations; pricing information; computer programs, equipment, research, promotional materials, inventions, and general information, and all other information that is not required to be disclosed to any party other than the Parties.  The member agrees, acknowledges and undertakes to comply with the terms set out in this Agreement with respect to the terms of disclosure of the said Confidential Information.

ARTICLE 3 - RIGHTS AND OBLIGATIONS OF THE PARTIES

 

3.1. Member agrees, undertakes and acknowledges that they shall preserve the Confidential Information revealed, delivered to them or obtained by other means before or after the signing of this Agreement in written, verbal, disc or e-mail or any other format or media from Company and/or the Customers of the Company in confidentiality, and they shall not reveal such information to any individual, institution, organisation, public or private legal or real entity including the agencies/representation offices/shareholders of the companies of which they hold shares. The Member agrees, declares and undertakes that even if the Confidential Information is obtained directly or indirectly for the purposes and conditions specified in the Agreement between the Parties they are liable for not to use, permit use, reproduce, copy, publish, reveal to third parties and, in general, to ensure the full security of Confidential Information, to create any necessary measures, precaution, security practices, necessary internal control mechanisms in this regard.

3.2.The Member shall provide the necessary security practices and internal control mechanisms to take all measures, precautions in order to ensure and protect the security of the confidential information he/she has learned. Member agrees, declares and undertakes not to disclose, publish, publicly disclose, transfer, use or have used the confidential information to/by any person, institution, organization, public or private legal entity or natural person under any circumstances without the written permission of the Company and protect it in great confidentiality. The Member shall not engage in commercial relations by directly or indirectly using this information to third individuals or legal entities in which the Company does business and/or competes in the market, whether commercial or not, and shall not damage the rights of the Company. Member's confidentiality obligation will continue indefinitely with respect to the information that must remain confidential due to its nature (trade secrets, etc.).  for the duration of the Agreement and after the expiration of the Agreement for whatever reason. 

3.3. If a Member causes unauthorized disclosure of the Company's confidential information from the Company, he or she will immediately notify the company in writing. Member agrees that unauthorized disclosure, use or disposal of confidential information will cause irreparable damage, loss of business and damage to the Company. Therefore, the Member agrees, and undertakes to compensate all sort of damage including but not limited the direct or indirect damages incurred by the Company, expenses, attorney fees, indemnification expenses paid by the Company if they breach the Agreement, act contrary to the provisions and fails to fulfill the liabilities partially or completely thereof. The Member agrees, declares and undertakes to compensate the direct and indirect damages or losses incurred by the Company in cash and once if they violate the obligations in this agreement, fails to fulfill its obligations in part or in whole, does not fulfill the debt of due attention, care and diligence.

3.4. If the Company decides not to continue its business relationship with the Member under the Membership Agreement or requests the return of Confidential Information for other reasons, all confidential information and the copies shared by the Company with the Member will be returned to the Company within 5 (five)days from the date of the Company's written request. Confidential Information and copies that cannot be returned will be immediately destroyed in the presence of Company personnel assigned by the Company after informing the Company and obtaining written approval.

ARTICLE - 4 COMMON PROVISIONS

 

4.1. If one of the Parties or Parties remain silent in once or repeatedly breach any of the provisions of this Agreement by other Party or non-utilization of their rights shall not mean that they will not use such rights in following cases, Parties agree and undertake that they are entitled to use these rights any time.

 

4.2. The parties acknowledge and declare that Turkish law shall be applied and the competent judicial authority will be the Istanbul Central Courts and Execution Offices in the settlement of disputes arising from the application and interpretation of this Agreement.

 

4.3. Amendments to this Agreement may only be made in writing with the mutual agreement of the Parties.

 

This Agreement prepared in Istanbul in two (2) original copies to be effective as of  ..................... and signed on ...................... and is binding on the Parties and their successors. One (1) original copy shall remain in the Company and the other original copy shall be retained by the Member.

 

MEMBER            COMPANY

 

Annex-2 Information Security Agreement

This Information Security Agreement (”Agreement") has been signed by on one side Champs Teknoloji Anonim Şirketi located at Akat Mahallesi Tepecik Yolu Sk. Alkent İş Merkezi Sit. F-4 Blok Apt. No: 13 /10 Beşiktaş/İstanbul (hereinafter referred to as the “Company”) and on the other side …………….. located at ……….., (hereinafter referred to as the “Member”) under following terms and conditions.   The Company and the Member shall hereinafter referred to as the Party separately and Parties collectively under this Agreement. This Agreement has been executed on ………, with the common will of the Parties and in line with the negotiations they carried out, upon free wills of the Parties to form and integral part of the Call Center Platform Membership Agreement which was signed between the Parties.

ARTICLE 1-SUBJECT

 

Parties have agreed to sign this Agreement in accordance with the scope of the commercial relationship established between the Company and the Member under the Call Center Platform Membership Platform Agreement and Member may be revealed information and data which are confident in nature, must be preserved diligently protected and is related to information security.

ARTICLE 2-RIGHTS AND OBLIGATIONS OF THE PARTIES

 

During the use of all internal and external communication and information channels during the membership within the Platform owned by the Company, the Member agrees, undertakes and acknowledges that;

 

2.1 All information, documents and records contained in the Company's communication and information systems are exclusively the property of the Company;

 

2.2 The Company's communication and information systems is closed to everyone except those who work for the company; therefore, all information, documents and records in this environment shall be deemed as "CONFIDENTIAL" regardless of whether they are classified so and are part of commercial secrets of the Company; within this scope anyone who plays a role in the disclosure of such information, documents and records to third parties shall commit crimes defined in Turkish Penal code 5237, Article 239th (if the law changes, any other regulation that contains the crimes specified in this law),  Member shall not use any hardware/function/material such as flash memory, CD etc. that enables copying data, they shall not take a screenshot of the computer screen that involves information about others, especially individuals who receive service from Customers of the Company, they shall not record and/or reveal to third parties any information thereof or calls made with these individuals;

 

2.3 They are liable for preserving all sort of information obtained from the information systems of the Company through any channel in confidentiality even after the expiration of membership relationship, preserve all sort of information revealed to them during membership in confidentiality, they know all programs and systems and all information reveled to them as a part of the procedures of the departments they serve in contain confidential information, they shall not give such information to 3rd parties due to any reason, they shall not use it directly or indirectly, they shall not reveal, take the original or copies of the documents they received from customer or individuals who receive service from customers due to their scope of service, or the correspondences, samples, projects, designs, prototypes, computer programs, offers, passwords, personal information or other technical details revealed to them as a part of their service or by chance;

 

2.4 They shall not use the information or tools entrusted to them due to their duty, except as permitted and required by the duty, for his personal interests or for the benefit of third parties, institutions and organizations during and after his membership;

 

2.5 They are responsible for activities they carried out by using the IP (Internet Protocol) address assigned to them -if any- and the content of all sources (document, record, software etc.);

 

2.6 They agree, undertake and acknowledge that they shall abide by all foregoing provisions knowingly, in full and any action in contrary to their commitment on this matter may be subject to sanction by the Company; moreover, they shall compensate all material and moral damages and loses Company may incur due to such actions. 

 

Article 3- COMMON PROVISIONS

 

3.1. If one of the Parties or Parties remain silent in once or repeatedly breach any of the provisions of this Agreement by other Party or non-utilization of their rights shall not mean that they will not use such rights in following cases, Parties agree and undertake that they are entitled to use these rights any time.

 

3.2.3.2.The parties acknowledge and declare that Turkish law shall be applied and the competent judicial authority will be the Istanbul Central Courts and Execution Offices in the settlement of disputes arising from the application and interpretation of this Agreement.

 

3.3. Amendments to this Agreement may only be made in writing with the mutual agreement of the Parties.

 

This Agreement prepared in Istanbul in two (2) original copies to be effective as of  ..................... and signed on ...................... and is binding on the Parties and their successors. One (1) original copy shall remain in the Company and the other original copy shall be retained by the Member.

 

MEMBER        COMPANY