OK TAMAM GRUP

TURİZM İÇ VE DIŞ TİC.LTD.ŞTİ.

PARTNERSHIP AGREEMENT FOR STUDENTS RECRUITMENT

COOPERATION

ARTICLE 1. Parties
1.1. AGENCY: OK TAMAM GROUP- OK TAMAM GRUP TURİZM İÇ VE DIŞ
TİC.LTD. ŞTİ. (Hereinafter referred to as the FIRST PARTY)
Şehremini Mah. Ahmet Vefikpaşa Cad. 6/A Fatih, İstanbul

1.2. PARTNER:………….…………………………..

(Hereinafter referred as the SECOND PARTY)

Address:……………………………………………………………….

Phone:……………………………………

E-mail: ……………………………………………

The FIRST PARTY and the SECOND PARTY shall be hereinafter referred to as
“Party” separately and “Parties” as a whole.

ARTICLE 2. Subject of the Agreement

2.1. The Agreement determines the liabilities and commitments of the Parties related to
the issues in promoting, recruiting, and enrolling full time international students to the
programs of the University(ies) which FIRST PARTY has agreements with.

2.2. The FIRST PARTY agrees to give the SECOND PARTY the authority to recommend
students to in accordance with the admission standards and policies of the University(ies)
which FIRST PARTY has agreements with.

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ARTICLE 3. General Considerations and Liabilities of the Parties

3.1. The FIRST PARTY and SECOND PARTY will serve as the International Student
Recruitment Agency to recruit full-time international students for the University(ies) which
FIRST PARTY has agreements with.

3.2. The SECOND PARTY will honor all the FIRST PARTY’s policies and procedures,
especially those relating to the payment of all fees including the tuition fees to the
University(ies) and the refund of pre-paid tuition to the students.

3.3. The SECOND PARTY may not authorize other parties as "sub-agencies" who may act
to promote the University(ies) which FIRST PARTY has agreements with.

3.4. The SECOND PARTY’s responsibilities will include advertising in newspapers,

distribution of the University(ies) brochures, making presentations at local institutes,
interaction with prospective students, arranging seminars, participation in educational fairs
and exhibitions, carrying out other promotional and marketing activities for the
University(ies) as well as providing all the necessary interaction with prospective students,
and counseling them. However, the SECOND PARTY shall only use the brochures,
information materials and visuals provided or approved by the University(ies) and/or FIRST
PARTY.
The SECOND PARTY is to obtain the advertising scripts and marketing images of the
university(ies) from the FIRST PARTY and the SECOND PARTY is responsible for the
follow-up and coordination with the marketing department of the FIRST PARTY. The official
email of the marketing department is: marketing@oktamam.com

3.5. The FIRST PARTY and the SECOND PARTY will share the costs of any special
projects to which they may agree mutually. If either Party wishes to propose a project, the
initiating Party will prepare a proposal and budget for review by the other. Neither Parties
will be responsible for costs incurred by the other without a written agreement and consent to
do so.

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3.6. The SECOND PARTY will assist the students in applying to the University(ies) which
FIRST PARTY has agreements with.
This service also including all the necessary supporting documentation and application steps.
Only the students will count, whose applications clearly uploaded to the system OTAS (OK
TAMAM ADMISSION SYSTEM) of FIRST PARTY will be considered recruited by the
SECOND PARTY.

3.7. The University(ies) reserves the right to accept or reject any student that is sent by the
SECOND PARTY.

3.8. Neither Party shall disclose or appropriate to its own use or to the use of any third party
at any time during or subsequent to the term of this Agreement any information of the other
Party. Such secret or confidential information includes, but is not limited to information
pertaining to details of the arrangements between the FIRST PARTY and the SECOND
PARTY except as required in connection with the either Parties’ fulfillment of this Agreement
or as required by a governmental authority.

3.9. The FIRST PARTY does not assume any liability for any additional services fee that
the SECOND PARTY demands from the students and the FIRST PARTY does not give
authority to the SECOND PARTY regarding this matter under any circumstances.

3.10. The SECOND PARTY cannot make any misrepresentation on behalf of the
University(ies) which FIRST PARTY has agreements with. The SECOND PARTY will be
obliged to indemnify the FIRST PARTY and University(ies) which FIRST PARTY has
agreements for all losses and damages caused through misrepresentation and/or unlawful
dealings of itself. If such a situation occurs after the commission has been paid, the SECOND
PARTY is liable to refund the commission to the FIRST PARTY. In this case, the FIRST
PARTY reserves the right to terminate this Agreement immediately without paying any
compensation and cost before the written notification period specified.

3.11. The SECOND PARTY accepts and commits the obligation not to make any false
representations or give misleading, incorrect information for the University(ies) which FIRST
PARTY has agreements with. The SECOND PARTY hereby agrees, declares, and undertakes
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that the FIRST PARTY will indemnify the FIRST PARTY for all losses and damages caused
through misrepresentation and/or unlawful dealings of itself.

3.12. In case the SECOND PARTY misleads the student about the University(ies) which
FIRST PARTY has agreements, the FIRST PARTY reserves the right to terminate the
Agreement and demand refund for the paid commissions.

ARTICLE 4. Calculation Details of Commissions, Discounts, Payment and

Refund

4.1. The candidate student must fill out the relevant application form and submit the
required documents to the University(ies) which FIRST PARTY has agreements. During this
period, the candidate student can be assisted by the SECOND PARTY.

4.2. The SECOND PARTY shall be entitled for the commission payment of the first year
tuition fee paid by the student for once, providing that the on student’s application form and
the student enrolls complying with all the necessary conditions via admission system of the
FIRST PARTY (OTAS).

Followings are the rates of commission of the SECOND PARTY:

• 1-5 students: 30%

• 6-10 students: 40%
• 11-20 students: 50%
• 21-35 students: 60%
• 36-50 students: 70%
• 51-75 students: 80%
• 76 students and more: 90%

4.3. The commission which the SECOND PARTY is entitled to is to be calculated and
clarified through the admission system of the FIRST PARTY (OTAS), and that is because
the commission changes from a university to another and from a year to another according
to the agreements signed by the FIRST PARTY.
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The final percentage depends on the number of students who complete their entire
admission procedures and not the number of the students who get their acceptance letters.
The SECOND PARTY does not get a commission on any student who does not
complete their entire admission procedures including all required payments as written in the
contract between the FIRST PARTY and the university.

4.4. The commission shall be payable to the SECOND PARTY only after the tuition fee
has been paid by the student after registration period.
Commissions payable to the SECOND PARTY shall be calculated as a percentage of
only the actual tuition portion of the student’s registration.

4.5. The SECOND PARTY will not receive commission from students who extend or
renew their registration. In case the annual tuition fee is paid by the student in two
installments, the commission payment is paid to the SECOND PARTY after the payment of
each installment amount, calculated on the amount paid.
After the payment of the student's first year tuition fee all at once, in case of
cancellation of registration and refund of fees at the 2nd semester, the FIRST PARTY reserves
the right to request the refund of the commission fee paid to the SECOND PARTY.

4.6. The SECOND PARTY will send a list of all prospective students counseled by them.
The FIRST PARTY will verify the list of students counseled by the SECOND PARTY and
their enrollment status according to the lists provided by the University(ies).

4.7. It is mutually agreed that the SECOND PARTY is entitled for a commission only when
the SECOND PARTY shall submit its invoice to the FIRST PARTY following the student’s
registration. The FIRST PARTY shall pay the invoice via wire transfer within 30 days
following the receipt of such an invoice.

4.8. All financial transactions between the FIRST PARTY and the SECOND PARTY will
be in US Dollars.

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However, the date on the invoice can be taken into consideration as the exchange rate
for the Sub-Agencies officially registered in Turkey.

ARTICLE 5. Duration and Termination of the Agreement

5.1. This Agreement shall be effective from the date of signing of this Agreement and shall
remain in force for 1 (one) year.

5.2. FIRST PARTY may terminate it at any time by giving at least two months written
notice, without paying any compensation and cost, by means of communication ensuring
evidence and date of receipt (e.g. registered mail with return receipt, special courier).
The SECOND PARTY undertakes not to make any claim under any name or title from
the FIRST PARTY.
Except for the commission fees which the SECOND PARTY is entitled to, but which
are not paid until the date of termination.
The SECOND PARTY shall reimburse the FIRST PARTY for all damages incurred
by the FIRST PARTY Agreement or other circumstances arising from the SECOND PARTY.

ARTICLE 6. Responsibilities of Parties

6.1. This Agreement represents the entire and integrated agreement between the FIRST
PARTY and the SECOND PARTY and supersedes all prior negotiations, representations or
agreements, or memorandums, either written or oral.

6.2. The SECOND PARTY is not entitled to assign and/or to transfer its rights and/or
obligations according to this Agreement or any part thereof to another and it is also not entitled
to transfer, assign or give any of its rights without the prior written consent of the FIRST
PARTY.

6.3. During the time when this Agreement is in effect or after the end of Agreement,
indefinitely, the SECOND PARTY agrees, declares and undertakes not to reveal to the third
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parties under no circumstances, including but not being limited to the, the written, oral or
various information gained during work or known beforehand, such as trade secrets, legal,
commercial, fiscal, technical and market-related information, any information related to the
agreements and interest of the FIRST PARTY, and the terms of this Agreement, without
written approval of the FIRST PARTY, and enable confidentiality of above-mentioned
information and to act in accordance with the principles of confidentially, warn and inform
the representatives and insured/contracted personnel of the SECOND PARTY accordingly,
and to take every precaution in order to protect it against any violation, to indemnify the
FIRST PARTY for any losses and damages, in case of such violation.
The confidentiality undertaking is also valid and binding in the event of termination of
this Agreement for any reason.

6.4. This Agreement may be amended only by written instrument signed by both the FIRST
PARTY and the SECOND PARTY.
6.5 The Parties agree and declare that during the settlement of any disputes that may arise
from the implementation of the Agreement, in courts, enforcement directorates, and
enforcement and bankruptcy offices, the commercial books, current account logs and any
other records of the FIRST PARTY relating to the subject shall be based upon, and that the
final evidence shall consist of the said records and documents, and shall not be based on any
other document or evidence.

6.6 Natural disasters, announcement of mobilization, events such as war, strike, lockout
etc., all decisions taken by the official authorities on the FIRST PARTY, judicial and
administrative situations, circumstances, decisions etc. are accepted as Force Majeure in
terms of the Agreement.
Upon the occurrence of a Force Majeure Event preventing the FIRST PARTY from
performing its obligations and fulfilling its commitments in due time, it shall not be
considered as a violation of the Agreement by the FIRST PARTY and the FIRST PARTY
will not be held liable.

ARTICLE 7. Settlement of Disputes

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7.1. This Agreement is written in the English language. The Applicable Law to this
Agreement is Turkish Law and in case of disagreement, the sole jurisdiction is vested in the
courts and Enforcement Directorates in İstanbul.
This duplicate (2 copies) by and before the following authorized representatives of the
Parties (Annex- the Signature Circular of the FIRST PARTY) on the date stated on the last
page hereof.

ARTICLE 8. Personal Data Protection

8.1 In accordance with the principles and processing requirements for data processing
envisaged in the Law No. 6698 on the Protection of Personal Data within the scope of the
performance of the service, the Agencies shall provide the data owner with all necessary
information and only to the other party, and / or to transfer, store, store, maintain, modify,
rearrange, classify these Personal Data, including, but not limited to, these Personal Data on
this Personal Data to perform any transaction required for the realization of the service in
question and it is authorized to transfer to other natural and legal persons abroad, to the
persons and regulatory bodies exclusively assigned to the performance of the service subject
to the Agreement, and to declares, accepts and undertakes the express consent of the interested
persons in accordance with the legislation.
In this context, the SECOND PARTY provides the information directly and legally;
acquiring, storing, restitution or destruction in accordance with the purpose of acquisition and
legislation. In the event that the legislation on the date of signature of this Agreement is
amended, developed or added to a regulatory act, the Parties may make this Article of the
Convention compatible with the legislation and only modify it under this Article and with the
amendment of the legislation.
The SECOND PARTY is obliged to inform the FIRST PARTY in writing immediately
of any information transmitted as openly approved personal data by the owner, following the
notification of the data owner that he has partially or partially recovered his consent. The
exception is the sharing of such personal data with the public institutions and organizations
authorized to demand such data.

ARTICLE 9. Stamp Duty

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9.1 All taxes, duties, and charges, including stamp duty arising from the contract, shall be
the responsibility of the SECOND PARTY

PARTNERSHIP Agreement for Student Recruitment Cooperation,

Includes 9 (Nine) ARTICLES and 9 (Nine) Pages,

The date of signature has entered into force on ……../……../202…..

The signed original contract will remain at the FIRST PARTY and the copy will remain
at SECOND PARTY,

FIRST PARTY SECOND PARTY

OK TAMAM GRUP TURİZM
İÇ VE DIŞ TİC.LTD. ŞTİ. ……………………………………………...

Date:……/……./202… ……………………………………………...

Date:…/……./202…

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