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This Consulting Service Agreement (the "Agreement") is concluded between Alis Dijital Reklam Yazılım Ltd. Şti. (the "Service Provider" or "Alis Digital"), whose details are set out below, and the natural or legal person receiving services from the Service Provider in the field of digital marketing, ad management, e-commerce and/or web solutions (the "Client"). The Service Provider and the Client are collectively referred to as the "Parties" and individually as a "Party".
1.1. Service Provider
1.2. Client: the natural or legal person who concludes this Agreement with the Service Provider via a quote, order form, project brief, electronic acceptance or payment. The Client's trade name, tax/personal ID, address and contact details appear on the quote, order or invoice and are an integral part of this Agreement.
The subject of this Agreement is the determination of the scope of the Services to be provided by the Service Provider to the Client, the rights and obligations of the Parties, and the fee and payment terms. The type, quantity, duration and price of the Services are set out in the relevant Quote/Order Form; in the event of a conflict between the Quote/Order Form and this Agreement, the provisions of the Quote/Order Form shall prevail on matters specific to the relevant service.
4.1. The Service Provider shall perform the Services with the diligence of a prudent merchant, in accordance with industry standards and applicable law.
4.2. By their nature, the Services constitute an obligation of means (best-efforts); the Service Provider does not guarantee specific results such as a particular sales figure, revenue, ranking, click, engagement or conversion. The algorithms, policies, competitive conditions and market dynamics of Third-Party Platforms may affect results.
4.3. Additional requests outside the scope of the Quote/Order Form (changes exceeding revision limits, scope expansion, additional creatives, etc.) shall be quoted separately and implemented upon the Parties' written/electronic agreement.
4.4. The Service Provider may carry out the necessary work through specialist staff or subcontractors of its choosing; this does not relieve the Service Provider of its obligations under this Agreement.
5.1. The Agreement remains in force for the term specified in the Quote/Order Form. For periodic subscriptions, if neither Party gives written/electronic notice of termination at least 7 (seven) days before the end of the current term, the Agreement shall automatically renew for an additional term on the same conditions.
5.2. For project-based services, the term starts running from the date on which the Client provides all required content, access and approvals.
6.1. The service fee applies in the amount and currency specified in the Quote/Order Form. Unless otherwise stated, fees are exclusive of VAT; VAT shall be invoiced separately at the applicable rate.
6.2. For monthly/periodic services, payment is made in advance at the start of each period. The Service Provider reserves the right not to start the relevant period's services until payment is received.
6.3. The Ad Budget is not included in the service fee. Ad spend payable to platforms such as Google Ads and Meta Ads is borne by the Client and is either charged directly to the Client's card/account or covered from an amount transferred to the Service Provider in advance by the Client.
6.4. In the event of late payment, the Client shall pay default interest at the advance-interest rate under Turkish Law No. 3095; during the delay, the Service Provider may suspend the Services.
6.5. The Service Provider may update fees for new periods due to significant changes in regulation, exchange rates or platform pricing; the updated fee will be notified to the Client before taking effect.
The Service Provider shall not be liable for delays and damages arising from the Client's failure to fulfill its obligations.
9.1. Part of the Services is performed through Third-Party Platforms such as Google, Meta, marketplaces and hosting providers. The terms of use, fees, interruptions and account-suspension decisions of these platforms are beyond the Service Provider's control.
9.2. The Service Provider is not responsible for adverse outcomes arising from a platform suspending, refusing or closing an ad account or account on the grounds of policy violation, or from changes in algorithms or pricing.
10.1. The economic rights in original works (designs, content, code, etc.) produced and delivered by the Service Provider under the Services shall be deemed transferred to the Client once the full fee for the relevant service has been paid. Until full payment, all rights remain with the Service Provider.
10.2. Methods, templates, software components, know-how and tools developed by the Service Provider, together with licensed/third-party materials (fonts, stock images, plug-ins, etc.), are outside the scope of this transfer.
10.3. Rights in the trademarks, logos and content provided by the Client remain with the Client; the Service Provider uses them only for the performance of the Services.
10.4. Unless otherwise agreed in writing, the Service Provider is entitled to use the work performed in its own portfolio (website, social media) for promotional and reference purposes. Intellectual property rights are governed by Turkish Law No. 5846 on Intellectual and Artistic Works.
During the term of the Agreement and after its termination, the Parties undertake to protect all confidential information of the other Party, including trade secrets, customer/supplier information, pricing, strategy and technical information, not to share it with third parties, and to use it solely for the performance of the Services. Disclosures required by competent authorities are not deemed a breach of this obligation.
The Parties process personal data obtained during the performance of the Services in accordance with the Turkish Personal Data Protection Law No. 6698 (KVKK) and secondary legislation. With respect to personal data processed on behalf of the Client, the Service Provider acts as a data processor and processes data only in accordance with the Client's instructions and for the purpose of the Services. For details, please review the Privacy Policy and the KVKK Information Notice.
13.1. The Service Provider's total liability arising from this Agreement is in any case limited to the service fee paid by the Client (excluding the Ad Budget) for the period to which the dispute relates.
13.2. The Service Provider is not liable for indirect damages, loss of profit, loss of data, loss of reputation or third-party claims, unless caused by its willful misconduct or gross negligence.
Events beyond the reasonable control of the Parties — such as natural disasters, epidemics, war, cyber attacks, decisions of public authorities, infrastructure and internet outages, and Third-Party Platform failures — are considered force majeure. Obligations are suspended for the duration of the force-majeure event; if it lasts more than 30 days, either Party may terminate the Agreement without compensation.
15.1. The Parties may terminate the Agreement subject to the notice period set out in ARTICLE 5.
15.2. If a Party is in material breach of its obligations and fails to remedy the breach within 7 (seven) days of written notice, the other Party may terminate the Agreement immediately for cause.
15.3. Upon termination, fees for services performed up to the date of termination become due and are non-refundable; any portion paid in advance but not yet performed shall be refunded to the Client.
The Client may not assign its rights and obligations under this Agreement to third parties without the written consent of the Service Provider.
The addresses and email addresses set out by the Parties in this Agreement and the Quote/Order Form constitute valid addresses for notice. Notices given by email are also deemed valid. Unless changes of address are notified to the other Party within 3 (three) days, notices sent to the previous address shall be deemed valid.
Stamp duty and other statutory charges arising from this Agreement shall be borne by the Parties in accordance with applicable law.
This Agreement is governed by the laws of the Republic of Türkiye. The Parties shall first try to resolve disputes amicably and in good faith. For commercial disputes, mediation shall be sought as a precondition to litigation pursuant to Turkish Law No. 7036. Unresolved disputes shall be subject to the jurisdiction of the Courts and Enforcement Offices of Kayseri. If the Client qualifies as a consumer under Turkish Law No. 6502 on Consumer Protection, the jurisdiction rules favorable to the consumer (Consumer Arbitration Committees and Consumer Courts at the consumer's place of residence) shall be reserved.
This Agreement enters into force and becomes binding on the Parties when the Client approves the quote/order, pays the service fee, or accepts it electronically. The current version of the Agreement is published on this page; the "last updated" date shown above applies.
For any questions, please contact us.
For any questions about this document, please contact us.