1.1 The Company means the MES4 Teknoloji Yazılım A.Ş. , with its registered office at GÖRÜKLE MAH. ÜNİVERSİTE_1 CAD. ULUTEK TEKNOLOJİ GELİŞTİRME BİNASI ULUTEK TEKNOLOJI GELIŞTIRME MERKEZI NO: 933 İÇ KAPI NO: B027 NİLÜFER/ BURSA.
1.2 The Customer means any business corporation or natural person conducting a business who purchased and/or uses the Software Product of the Company. So as to avoid doubt, it is stipulated that every person identifying him/herself with respect to the Company under its company registration number is considered an entrepreneur. In accordance with this provision, the acquirer to whom the licence for the Software Product was transferred by the original Customer also becomes a Customer.
1.3 The Software Product means a data file, including the software of the Company and also all previous upgrades and plugins that have been provided to the Customer by the Company for the original Software Product. The Software Product is not the subject of purchase; only the right to use it (the licence) is provided.
1.4 The Product is a collective term for the Software Product and the Services of the Company. Up-to-date information on the various Products is available on the Company website. In the event of any questions about the Products, the Customer can also contact the Company’s Representative, the Company’s contact points (a contact list is posted on the Company website) or the Company’s call centre.
1.5 The Representative means an agent or an employee of the Company through which the Customer can, among other things, order a licence for the Company’s Software Product.
1.6 The Licensing Agreement means an Agreement between the Company and the Customer, under which the Customer is granted a licence for the Software Product.
1.7 The Parties mean the Company on the one hand and the Customer on the other. So as to avoid doubt, both Parties declare that they conclude the Licensing Agreement in connection with their business.
1.8 The Contractual Relationship means a legal relationship between the Company and the Customer established by the Licensing Agreement.
CONCLUSION OF LICENSING AGREEMENT; PAYMENT AND DELIVERY TERMS AND CONDITIONS
2.1 The Customer is entitled to order the Software Product in the following manner :
a) by a written order delivered to the Company or a scanned written order delivered to the Company’s email address indicated for this purpose on the Company website,
b) by telephone, on condition that all the essential elements set out below are agreed on and provided, and accepted by the Customer and the Company,
and on condition that the Company makes this way of ordering a Software Product available in the country where the Customer intends to use the Software Product.
2.2 The Parties consider the following details as essential elements to be included in the order :
a) Customer identification – company name/trade name, company registration number, registered office/place of business, email address of the Customer, name of the person representing the Customer, telephone number,
b) name of the Software Product and, where applicable, the version and period for which the licence for the Software Product is to be granted,
c) price and method of payment for the licence for the Software Product.
2.3 The Licensing Agreement is concluded only at the time when, after licence agreement signed for the Company relating to the Software Product displayed there. The Customer may acquaint itself with the General Terms and Conditions relating to the Software Products in advance on the Company website. Unless the Customer accepts the General Terms and Conditions in question, the Customer is not permitted to install the licence for the Software Product and, with respect to the section relating to the Software Product, the Agreement is not concluded.
2.4 The Customer agrees to the Company issuing the tax document (invoice) in electronic format. The Customer also agrees that, after the successful activation of the Software Product, the invoices (tax documents) are only sent to its customer account accessible on the Company’s web interface.
2.5 In the case of the first payment, the price of the licence for the Software Product is payable no later than 10 days after the invoice date, unless a different due date is indicated on the invoice, as follows :
a) by a bank transfer to the Company Account.
2.6 In the case of the next payment for the licence for the Software Product, the Customer will pay the price for the licence for the Software Product by a bank transfer to the Company Account no later than on the 10th (tenth) day of the first month in the period for which the licence is paid for, unless a later due date is indicated on the invoice. In the event of a delay in payment for the licence for the Software Product, the Customer is also under an obligation to pay statutory interest on the late payment in accordance with the applicable legislation.
2.7 The Company is registered for VAT. Along with the prices, the Company charges VAT in the amount applicable at the time of the taxable transaction in accordance with the applicable legal regulations. The price including VAT includes VAT in the amount applicable on the date of the acceptance of the order.
2.8 The Customer will receive a unique licence code for the Software Product within 3 (three) working days from the payment of the price for the licence to the Software Product for a specified period in accordance with Art.
RIGHTS AND OBLIGATIONS OF THE COMPANY
3.1 Because of the nature of the Software Product, the Company reserves the right to:
a) modify the Software Product in order to improve its quality, functionality.
3.2 The Company is entitled to suspend or restrict the operation of the Software Product for the period necessary for maintenance or repair of the Software Product or in the event of a breach of security and integrity of the Software Product, for data protection purposes or when a threat or vulnerability is detected, or upon the decision of a state authority, in emergency situations or because of other important public interests.
3.3 The Company is also entitled to restrict or suspend the operation of the Software Product without prior notice to the Customer in the event that:
a) the Customer fails to pay the price of the Software Product duly and in a timely manner;
b) the Customer uses the Software Product in a way that may negatively affect the functioning of the Software Product or its integrity or quality with respect to other customers;
c) there are reasonable grounds to suspect that the Customer is misusing the Software Product that has been provided.
3.4 The Company is entitled to collect, process and store information about the use and operation of the Software Product.
FINAL PROVISIONS
4.1 In the event that any provision of the present is or becomes invalid, unenforceable or null, such invalidity, unenforceability or nullity will not cause the invalidity, unenforceability or nullity of the remaining provisions of the company.
4.2 The present software come into force and take effect on the date of their issue.
4.3 All information relating to the Software Products or the Price List will be made available to the Customer at the contact points of the Company or its partners, on the Company website or in a different appropriate manner.
4.4 The Parties agree that the software may be amended or supplemented by the Company unilaterally, in particular as a result of changes in legislation, technological changes affecting, for example, the communication with customers and/or the manner of the conclusion, amendment and termination of the Licensing Agreement, but also as a result of extensions or changes to the Products provided by the Company. The Company is also entitled to unilaterally change the software if the market conditions or the terms and conditions or licensing conditions of trading partners with whom the Company collaborates and whose services the Company uses to provide services to the Customer change.
4.5 The Parties exclude the possibility that, beyond the scope of the express provisions of the Licensing Agreement, any of the rights and obligations are drawn from practice established by the Parties or from generally accepted commercial practices relating to the subject matter of the Licensing Agreement.
4.6 The Company is entitled to unilaterally set off all claims against the Customer, including non-mature claims.
4.7 If the Company fails to exercise any of its rights arising from the Licensing Agreement or it exercises only a part thereof or with a delay, this does not have the effect of a waiver of such a right and any partial exercise of such a right does not prevent its other or further exercise or the exercise of any other right, unless otherwise provided in applicable legal regulations.