Terms of Service

THIS AGREEMENT (the "Agreement") is entered into between Vis Marin Ins Bilisim Ltd. ("VML") and the party signing the Agreement ("Customer").

1. Object of These Terms and Conditions of Licensing

The following terms and conditions shall apply for the provision and utilisation of the app Finance | Dimension Reporting by "VML" including if applicable any updates. The software is based on Microsoft Dynamics 365 for Finance and Operation. They shall not apply for any additional services such as installation, integration and adaptation of the software. By downloading, installing or using the Software, or attempting to do any of these, you accept these terms and conditions.

2. License

The software will be or was provided to you following the software license contract as a Perpetual license (With the perpetual license you shall receive an ordinary, non-exclusive utilisation right, without restrictions as to time, to the contractual software.) or as a Subscription license (The licensing shall be for a limited period. After expiration of this period your usage rights shall end with immediate effect.).

3. Licensing

The software will be licensed on the following basis: Number of productive used copies of the software. You are responsible for a proper licensing of the software. Discrepancies between billed and actual usage shall be reported to "VML".

4. Utilization Rights

The Software is licensed, not sold. You shall have the right to use the software as agreed, to produce necessary backup copies of the software, and to use copies on test systems. You may not work around any technical limitations in the Software; reverse engineer, decompile, or disassemble the Software, except and only to the extent that the law expressly permits, despite this limitation; publish or otherwise make the Software available for others to copy; or rent, lease or lend the Software. The utilisation rights shall only be valid in the country of destination agreed according with the software license contract. If a separate agreement has not been entered into, the utilisation rights shall only be valid for the territory of the Republic of Turkey.

5. Defects of Material and Defects of Title

"VML" warrants that the software, at the time of transfer of the risk and if used as intended, has the contractually agreed characteristics. The software shall be deemed to be defective if it deviates from the agreed characteristics to a more than insignificant extent and/or if it infringes upon third party property rights in the Republic of Turkey or in the country of destination expressly agreed between the parties. With the provision of updates, the liability for defects is limited to the new features of the updates towards the actual present version.

In case of defects, "VML" shall fulfil his warranty obligations by providing rectification. "VML" shall have the right to, at his option, either provide you with a new version of the software which is free of defects, or to eliminate the defect. A defect shall also be deemed to have been eliminated if "VML" demonstrates to you reasonable possibilities of avoiding the consequences of the defect.

Warranty claims must be asserted to "VML" in writing and should include as detailed a description as possible of the symptoms occurred. You shall provide reasonable support to "VML" in the elimination of the defect and shall in particular comply with the measures and suggestions by "VML" for the purpose of eliminating the defect.

Should two attempts at rectification fail, you shall have the right to set an adequate period of grace for the elimination of the defect. In this context you shall expressly declare in writing that you reserve the right to withdraw from the contract and/or to claim damages should rectification fail again.

Guarantees assumed by "VML" must be provided in writing in order to be valid. The warranty period shall be 12 months from the date of delivery, unless agreed otherwise.

6. Liability

In all events of contractual and non-contractual liability "VML" shall render indemnity solely within the scope of the following limitation:

• a. In the event of intentional acts or gross negligence the full amount as well as with absence of a condition which was guaranteed by "VML".
• b. In other events of a negligent breach of essential contractual obligations only. In this case "VML" shall only be liable for damage which is foreseeable. In this case the liability is limited to the sum of EUR 1,000.00 per event, and to a total sum of not more than EUR 3,000.00.

Liability for consequential damage, such as loss of profits and indirect damage, is excluded.

7. Property Rights

Unless you have expressly been granted specific rights, all rights to the contractual software, in particular copyrights, trademark and other property rights, shall rest exclusively with "VML".

8. Updates (Enhancement Plan)

Should "VML", within the framework of enhancement or servicing work, provide you with amendments or a new edition of the Software (updates, upgrade) which replaces the previously provided software, such amendments or new editions shall be subject to the present terms and conditions without an additional agreement being required. Shipment shall usually be by remote data transfer. "VML" reserves the right to decide on the operational surroundings in which the updates may be used, and, if necessary, to change the permitted hardware and software prerequisites or configurations for updates. Modifications of the system requirements or the operational surroundings for updates are usually necessary in order to adapt the software to the continuous technological developments, thus ensuring that the software products are kept on a state-of-the-art level. In such cases, it is your obligation to create the system conditions required in order to use the updates.

Updates are always compatible with the computer programmes pursuant to No. 1 of these terms and conditions for licenses. For updates, this compatibility does, however, not comprise potential configurations and programming adaptations implemented in order to adapt the computer programme to the License’s requirements. The creation of this compatibility shall be the object of a separate agreement to be concluded if necessary. Services regarding installation, training in the application of the updates and consultancy services are not comprised in the scope of performance and can be ordered separately. Updates for a perpetual license may be terminated upon 6 months notice with effect as per the expiry of the update period specified in the invoice for the previous year. However, the termination shall be effective earliest with expiry of the contractual agreed update period. The right to receive updates for a subscription license shall expire with expiry of the license.

9. Expiry of Utilisation Rights, Termination for Cause

If your utilisation right expires, you shall delete all copies and versions, unless you are obligated by law to store them for a longer period of time. Should you materially infringe upon the agreed utilisation rights or upon "VML"’s property rights, "VML" shall have the right to terminate the utilisation rights to the software for cause. This requires an unsuccessful reminder with setting an adequate period of grace.

10. Governing Law, Place of Jurisdiction, Partial Invalidity

The governing law shall be the law of the Republic of Turkey, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). The courts of Istanbul, Turkey, have been agreed as the place of jurisdiction. Should one or several of the provisions above be invalid, whether entirely or in part, this shall not affect the validity of the remaining provisions.

Links to Other Websites

Although this Website may link to other websites, we are not, directly or indirectly, implying any approval, association, sponsorship, endorsement or affiliation with any linked website, unless specifically stated herein.

You should carefully review the legal statements and other conditions of use of any website which you access through a link from this Website. Your linking to any other off-site pages or other websites is at your own risk.

Contact

For questions: bilgi@vismarin.com