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Article 1 – Objects of the professional cooperation:
1.1 To assist companies and government authorities in their legal and
financial relationship with third parties from different nationalities
primary within Europe, facilitating international legal support and
effective international payment transactions.
1.2 To form and facilitate the exclusive international department for its
affiliated companies, as service providers for legal, finance and business
affairs, to develop high quality international services for their local
markets and clients. Turkish International Debt Collection Association
obtains this objective trough the coordination,
Initiatives and guarding of high quality operations and activities on an
international level, in close collaboration with its members.
1.3 To fortify TIDCA as international platform with affiliated companies
(Members), financial and business- specialists, bailiffs and lawyers with
decades of experience in the world of legal and finance throughout Europe,
with Members hallmarked by special services and specific positions in the
business and government market.
1.4 To achieve maximum benefits for the Members of TIDCA and their clients,
through the international exchange of information, work and know-how.
1.5 To work in close collaboration with each other, to form an exclusive
network of dedicated business-partners within the international field.
Article 2 – TIDCA’s obligations and efforts:
2.1 TIDCA is obliged to the member to stipulate cooperation-contracts with
other having the same content of the present contract.
2.2 TIDCA ensures that the other Members apply exclusively to the Member for
the activities to be carried out in the Member’s field of competence and
practice in the Member’s state.
2.3 TIDCA will exclusively entrust the Member in its competence and
practice, with all the assignments acquired by TIDCA, to be performed by the
Member in the Member’s state.
2.4 TIDCA will put in a great effort to:
a. facilitate where possible the development of the economic activity of the
Members, within the activities of the international cooperation
b. work in close collaboration with each other Member to achieve the maximum
benefit for Members from inter-disciplinary exchange of information, work
and know-how;
c. improve and increase the results of this activity;
d. promote and to take whatever initiative able, to favor the acquisition of
international assignments to be assigned to the Member
e. promote the Name and the services supplied by the Member among the other
TIDCA’s Members
f. coordinate and manage the logistic relations for the international
customers offer packages of specific international services (offices,
international secretaries, international logistics) on request of the Member
g. manage and coordinate stage activity among the components of all the
Members
h. include all the links to the web pages of the member into TIDCA’ website
make the components proposes by the Member, together with those proposed by
the other Members, to the assignment procedure of:
- a limited number of scholarships finalized to the specialization within
the Legal, Financial or Business- field (Master, LL.M, etc)
- updating-courses within the same fields, extern or intern organized
assigned by a commission presided by TIDCA and composed by the Members
i. perform the best effort to satisfy the requests submitted by the Member
Within the limits set out by Turkish Law, TIDCA may also accomplish any act
necessary or useful to the achievement of its Objects, including any
financial, movable or property operation directly of indirectly connected to
its Objects.
Article 3 – Member’s obligations and efforts:
3.1 The Member ensures that he, in the role of contract-awarder, provides
work exclusively to the other Members of TIDCA within their own field of
competence and practice, in the case of international assignments from (own)
customers occurs in the own State.
3.2 The Member will accept assignments within the own field of competence
and practice , which TIDCA or its Members acquires, to be carried in the
belonging State, provided that no conflict of interests occurs with their
performance or with subjects thereby linked and excepted the objective
impossibility of performance.
3.3 The Member will give its own collaboration, upon TIDCA’s or other
members request even outside the own state, provided that this possible
regarding Member’s daily business and operations, and that no conflict of
interests occurs with their performance or with subjects thereby linked and
excepted the objective impossibility of performance.
3.4 The Member will put in a great effort to:
a. communicate to TIDCA and/or other involved Members the object of
assignments,
b. provide all needed documentation, the agreed fee and/or possible terms of
execution.
c. promote TIDCA’s name, logo and activity in the belonging State
d. provide for an minimum number of one position for the stage activity
managed by TIDCA.
e. Work in close collaboration within TIDCA and each other Member to achieve
the maximum benefit for Members from inter-disciplinary exchange of
information, work and know-how;
f. Promote and to take whatever initiative able, to favor the professional
international cooperation within TIDCA.
Article 4 – Performance of the assignments and liabilities:
4.1 For the assignments of an international nature taken by TIDCA, it shall
use the Members, provided that no conflict of interest occurs with the
Member or with Members in general. In addition of this restriction, in this
event TIDCA will primary use the competences of its Members, under its own
risk and responsibility TIDCA will, in the case such an event occurs,
produce applicable contracts.
4.2 Aiming at the performance of the assignments of the member, whether
conferred by TIDCA or other member, it will be the other members in their
role as contract-awarder to give mandate both of substantive law and
procedural law as well as keep in contract with the original client.
4.3 The Member should be holder of an insurance contract for the
professional civil responsibility against the professional civil risk, for a
value amounting at least to the possible fee of the entrusted assignment.
4.4 The Member should execute the mandate with its own organization as well
as with the possible necessary collaborations, under its own risk and under
its own responsibility.
4.5 In case of non-fulfillment due to the member, TIDCA or other member
conferring the mandate, should be able to assert all the suitable actions as
to the member in order to avoid a prejudice towards himself or its own
client.
4.6 As intermediary TIDCA bears a performance obligation and not a results
obligation. It can therefore in no way be held liable for the result, either
by its Members or the clients of its Members.
4.7 The out-of-court and judicial collection of payment takes places
exclusively at the expense and risks of its Member’s clients.
4.8 TIDCA is not liable in cases of force majored. By force majored is
understood: any circumstance beyond the control of TIDCA which temporarily
or permanently impedes the performance of its tasks, arrangements or
mediation.
4.9 The following count as force majored: war, threat of war, civil
disturbance, strikes, transport difficulties, fire and other serious
interruptions in the business of TIDCA, its Members or that of third parties
on whose services it has called.
4.10 In the event of force majored TIDCA has the – optional right – to
extend the fulfillment of the contract(s) by the duration of the state of
force majored or to dissolve the agreement in as far as it is not yet in
operation, without TIDCA being bound in any form whatsoever to the payment
of any compensation.
4.11 TIDCA is not liable for damage caused by the actions or negligence of
its employees or of third parties performing work on its behalf under
contract.
Article 5 – Economical relations in case of assignments:
5.1 The Member (acting as contract-awarder) who is conferred a mandate to
perform through another Member is obliged to deposit for TIDCA a percentage
amounting to the percentages mentioned in the internal regulations, at the
moment of paying or cashing.
5.2 The contractor-member charges his fee to the contract-awarder, under his
own conditions (internal regulations).
5.3 When TIDCA totally or partially entrusts the fulfillment of an
assignment to the Member, the fees should be agreed complying with
professional fees of the member.
5.4 Further details and procedures are described in the internal
regulations.
Article 6 – Entry-fee and annual fee:
6.1 One entry fee and annual fixed subscription at such rare as is agreed
from time to time between TIDCA and the Member, payable to TIDCA for the use
of its services and name.
6.2 Both fees’ are mentioned in the internal regulations.
Article 7 – Members:
7.1 Members will adhere to these Articles and will be accepted for
Membership according to the provisions of this article 7.
7.2 Members must be qualified organizations, working in the field of legal,
business and finance, in their jurisdiction and shall conform as closely as
possible to the profile for Members set out by TIDCA. Account may be taken
of Membership of the other international organizations if this is deemed by
the existing Members for the time being to adversely affect a potential
Member‘s commitment to the cooperation within TIDCA and its objects.
7.3 Any admission of new Members is subject to a unanimous decision of the
Management Board.
7.4 Any new Member is deemed to have adhered fully Articles as well as to
any decision of internal regulation applicable to all the Members.
Article 8 – Use of TIDCA’s distinctive marks:
8.1 Within the activities carried out upon behalf of TIDCA, or together wit
it, the Member can characterize its own marketing and correspondence with
TIDCA logo, according to the modalities established by itself.
8.2 Furthermore the member can use marks and other possible distinctive
marks by TIDCA while supplying services, according to the directives
indicated by the latter.……………………
8.3 The Member can use TIDCA’s logo, mention the network and list the other
members in all its correspondence, website and by its own seat.
8.4 It is agreed that the Member should cease each use of the distinctive
TIDCA’s marks (marks, etc.) starting from the moment of the rescission or
cessation of effectiveness for whatever cause of the present contract.
8.5 The Member contracts, for all the duration of the present agreement, not
to use any mark or distinctive mark of third parties or however different
from those for which the use is allowed according to paragraphs 8.1, 8.2 and
8.3 of this article.
8.6 Furthermore, procedures are described within the internal regulations.
Article 9 – Non-complete obligation:
9.1 The Member and TIDCA, and the Member and other Member(s), are mutually
obliged to perform their activity being not in competition between them.
Article 10 – Resignation:
10.1 The Member may retire and can resign the present contract. The
retirement will take immediate effect from the receipt of a recorded letter
addressed to the Management Board of TIDCA.
Article 11 – Expulsion:
11.1 The expulsion of the Member may be affected if such member neglects
seriously and repeatedly in his obligations towards TIDCA or if such Member
causes or threatens to cause serious impediments to the normal
administration of TIDCA without reason or is guilty of gross misconduct.
11.2 Non-payment within 30 (in writing thirty) days of the annual
subscription fee or any other sum which the Member may owe to TIDCA or one
of its Members, is considered as a serious neglect of a Member’s duties.
11.3 The expulsion of the Members may also affected in case of its
controlling shareholding if it is a corporate entity or if this Member
merges with another firm, takes it over or is taken over, splits away its
activities for the benefit of another firm or takes over a branch of another
firm, if these events have the effect of appreciably modifying the size of
this Member, the volume or nature or the composition of its share holding.
11.4 The member shall also cease to heave Membership rights in case of
bankruptcy, winding-up arrangement with creditors, liquidation, or if the
Member has a receiver appointed over the whole or any part of its assets or
any other equivalent measures according to the Member’s Turkish National
Law.
11.5 Expulsion is affected by unanimous decision of the Management Board.
Article 12 – Clauses relating to resignation or expulsion:
12.1 If the Member has resigned or have been expelled, the termination, due
to whatever cause, of the present contract is a fact and the Member should
immediately give back the technical as well as the advertising material
given to him by TIDCA and cease the use, under whatever form, of the
distinctive marks of TIDCA.
12.2 Furthermore, the Member should remove TIDCA’s logo from its own
documents, eliminating all the style elements being typical of TIDCA
provided in the sample project, or successively introduced upon indication
of TIDCA.
12.3 Resignation by the Member will be without prejudice to existing
obligations which remain unfulfilled by the Member towards TIDCA or other
Members of TIDCA.
12.4 If the Member has resigned or been expelled or has lost the right to
Membership, he remains liable for all commitments contracted by TIDCA or
other Members of TIDCA up to the date of this resignation or expulsion or
loss of their Member’s rights.
12.5 The Member will remain liable for paying the annual fee to TIDCA,
during the remaining part of the year in which the present contract is
terminated.
Article 13 – TIDCA’s liability in relation to the Members:
13.1 As intermediary, TIDCA is not liable for results an can never be held
liable by the Member and/or his client for alleged errors in the execution
of its tasks, also not by other Members or third parties.
Article 14 – Member’s joint and several liability in relation to TIDCA:
14.1 The Member, or the Members of TIDCA, is and are not jointly and
severally liable towards third parties for TIDCA’s debts of whatsoever kind.
Article 15 – Members in General Meeting:
15.1 Members of TIDCA – acting in General Meeting – may advice the
Management Board of TIDCA in order to achieve the Objects of the
professional cooperation.
15.2 A General Meeting is convened either by recorded delivery letter, or by
telex, email or facsimile transmission addressed by the Management Board’s
Chairman to every Member of TIDCA giving thirty clear days notice prior to
the date of the Meeting. The notice confirms the content of the
agenda..………….
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