General terms and conditions

General Terms and Conditions

October 1, 2024

Scope

These General Terms and Conditions (hereinafter referred to as “GTC”) for the provision of standard software products and hardware accessories (dongles) shall apply exclusively and to all contracts between Deskval Teknoloji A.Ş.  (hereinafter referred to as “Deskval”) and the customer to the extent that they concern the provision of software or the purchase of accessories (e.g. dongles) for the operation of the provided software. Any deviating, supplementary or conflicting terms and conditions shall only be accepted by Deskval if such terms and conditions have been expressly agreed to by Deskval in writing.

These GTC shall also apply exclusively to all future transactions between the parties, even if Deskval has not referred to them again or has not expressly objected to the customer’s general terms and conditions, and even if Deskval carries out the delivery of the goods with knowledge of deviating, supplementary or conflicting terms and conditions.

Offers, Orders and Conclusion of Contract

Deskval offers are non-binding and may be revoked at any time.

We reserve the right to correct errors and omissions in our order confirmations and invoices.

We retain all rights of ownership, copyrights and utilization rights to price quotations, drawings and other documents; these may not be made accessible to any third parties and must be returned to us upon request, if the contract is not concluded or if it is prematurely terminated.

Customer shall submit all orders in writing, specify the description and quantity of the products ordered, address to which delivery is to be made, manner of delivery and such other information as requested by Deskval.

Deskval has the absolute right to accept or reject any order, in whole or in part and shall be under no obligation to Customer for the mere placing of an order by Customer. 

An order shall only be deemed accepted and binding on Deskval if Deskval expressly confirms its acceptance in writing with an order confirmation or invoice. Once Deskval sends written confirmation to the Customer, the Order may not be cancelable.

If Deskval accepts a portion of an order, Deskval will send an order confirmation or invoice for the portion of the order accepted or the portion of the order shipped.

Deskval’s obligation to fulfill this agreement is subject to the provision that the fulfillment is not prevented by any impediments arising out of applicable national and international foreign trade and customs requirements or embargoes (or other sanctions).

Pricing

Prices and other information listed in any publication by Deskval (including catalogs and brochures) are subject to change without notice. Such publications are not offers to sell and are not subject to acceptance by customers.

All prices are free carrier (FCA) İstanbul (Incoterms®2020), exclusive of the respective any applicable duties or sales, use, excise, value added or similar taxes shall be added to the price and invoiced separately, unless an acceptable exemption certificate is furnished.

Software prices do not include remuneration for data carriers, operating materials, accessories, installation, instruction, training, and travel expenses including travel times and shall be charged separately, if applicable, unless this is deviated from in an individual contract.

The list prices at the time of the order apply. 

The costs for packaging and shipping (shipping costs) shall be charged separately.

Deskval reserves the right to increase prices in accordance with cost increases if the delivery period exceeds six (6) months. Unless otherwise agreed, the invoice amount is due for payment without deduction within 30 days from the invoice date.Deskval shall be entitled to charge interest at the statutory rate from thirty (30) days after the due date. Deskval’s other rights shall remain unaffected.

Delivery and Transfer of Risk

Unless otherwise agreed, the delivery of software licenses shall generally be made by e-mail and the delivery of hardware (dongles) – if required – shall be made by transport service providers at the expense and risk of the customer. The risk of accidental loss and accidental deterioration shall pass to the customer when the goods are handed over to the first transport service provider.

If a delivery period has been agreed, it shall commence at the point in time at which Deskval has finally received the information from the customer which is necessary for the proper processing of the delivery. This shall include, in particular, all documents and information to be provided by the customer, any advance payments and, if necessary, approvals and releases.

Compliance with the delivery period shall be subject to correct and timely delivery to Deskval, unless Deskval is responsible for the incorrect, late or non-delivery.

Business interruptions and other disturbances in business operations due to force majeure, natural hazards, strikes and comparable events for which Deskval is not responsible shall suspend the delivery period for the duration of the disturbance. Deskval shall inform the customer thereof and make the delivery as soon as possible after the end of the disruption. In the aforementioned cases, the customer shall have the right to withdraw from the contract if he has previously sent a written reminder for the delivery and Deskval does not deliver within a reasonable grace period.

Partial deliveries are permitted as long as they are reasonable to the customer.

In the event of export of the goods, the customer shall be responsible for compliance with all applicable export regulations. This also includes the observance of applicable export restrictions, the obtaining of corresponding permits as well as compliance with all laws, regulations and protective rights at the destination location.

The customer shall be obligated to provide proofs of use and/or end-use confirmations upon Deskval’s request even if these are not officially required.

Retention of Title

The goods shall remain the property of Deskval until all payments have been received in full. In case of breach of contract by the customer, including default of payment, we shall be entitled to take back the goods.

The customer must handle the goods with care and insure them appropriately.

As long as the purchase price has not been paid in full, the customer shall immediately notify Deskval in writing if the goods are encumbered with rights of third parties or exposed to other interventions of third parties.

Software License

Deskval hereby grants You a non-exclusive, non-transferable software user right to use the Service, solely for Your own internal business purposes, subject to these GTC. 

This Software, as well as the Documentation that comes with it, are protected by the relevant applicable legislation. 

The Software and its options, available in return for payment for a right of use, can only be activated by using a software subscription mechanism or dongle provided by DESKVAL, depending on the operating mode (subscription or dongle). The use of any other means of activating the Software and its options is strictly prohibited. 

The Software shall be used on a single computer, at a single location only and for a single user at the same time, even if the computer on which the Software is used is a multi-user system. The Holder is however authorized to physically transfer the Software from one computer to another, as long as he complies with the restriction set out in the previous phrase.

The following are strictly prohibited: Reproduction, alteration, incorporation into another software application, adaptation, translation, decompilation or disassembly of the Software, decoding in order to regenerate the Software’s “source code” or to gain access to its algorithms or its structure, or the creation of any works based on the Software. Any use or exploitation of the software which goes above and beyond these terms and conditions of software use is prohibited.

Warranty

The Software products are provided on an “as is” and “as available” basis, without warranties of any kind. It is accessed or used by You at Your own risk and without any right to support, maintenance, updates or any other services. 

Deskval warrants the Hardware products (dongles) against defects in materials and workmanship under normal use for a period of one year from the date of  the transfer of risk. Deskval’s responsibility for hardware defects is limited to repair or replacement service as determined by Deskval in its sole discretion.

This warranty does not apply to damage caused by accident, abuse, misuse, flood, fire, earthquake, or other external causes, to damage caused by operating Hardware outside the permitted or intended uses;

to damage caused by service (including upgrades and expansions) performed by anyone who is not a representative of Deskval; to hardware modified to alter functionality or capability without the written permission of Deskval; to cosmetic damage, including but not limited to scratches, dents; if any Deskval serial number has been removed or defaced.

Limitation of Liability

Deskval gives no guarantee and makes no undertaking as to the use made of the Software or to the results ensuing from the utilization of the Software or Documentation. All risks related to the Software’s operation, results and capacity shall be borne by the Holder.

Deskval may not be held liable for any direct or indirect, consequential or incidental damages (including damages resulting from loss of profit, business time, data or other) ensuing from the use or inability to use this Software, even if Deskval has been notified of the possibility of such damages.

In no event shall Deskval and/or its partners be liable to anyone for any direct, indirect, punitive, special, exemplary, incidental, consequential or other damages or costs of any type or kind  arising out of, or in any way connected with.

Return of Hardware Products

No goods shall be returned to Deskval without Deskval’s prior written approval. In the event of a warranty claim, Customer shall observe the provisions of the Limited Warranty clause below. 

When making a warranty claim, Customer should contact Deskval at support@deskval.com, to explain in English and in typewritten form with specificity the reason(s) for the claim and the details of the original order (including serial number and date of purchased hardware). If Deskval determines that a return is appropriate, Deskval will issue Customer an RMA number, which Customer must include in the package with any returned item, along with a copy of the original order information. Deskval will not accept returned items for which an RMA has not been issued.

If Deskval’s permission to return is granted, the amount of credit shall be determined based on the date of initial invoice. All goods must be returned with all manuals, written materials, instructions, and accessories in proper packaging to Deskval with freight charges prepaid by Customer. Risk of loss shall not pass to Deskval until the returned goods are received by Deskval. Return of authorized goods may also be subject to a fee.

Intellectual Property Rights

All intellectual property rights relating to the Software, any Documentation that may accompany it and the back-up copy of the Software are solely owned by Deskval or by third parties, insofar as these are the authors, creators, copyright holders and/or respective owners of the mentioned Software components.

The Holder is only granted a simple user license for this Software, and it is expressly stipulated that such granting of a license does not in any way alter Deskval’s property rights.

None of the provisions in this licensing agreement may be interpreted as granting the Holder any rights whatsoever with respect to Deskval’s patents, brands, trade names and all other intellectual property rights.

Export control

‍Deskval’s obligations under these Terms of Use are conditioned upon Your compliance with, and for which You agree to comply with, all applicable export and re-export controls, embargoes, and economic and trade sanctions laws and regulations, including in any event, those of the United States and the European Union (“Export Laws”) , also considering the limitations of domestic business and prohibitions of by-passing those embargos. If the buyer breaches any provision of this export compliance clause, Deskval is entitled to terminate this contract without notice or to withdraw from it, either entirely or in part. Any claims against the customer remain unaffected by this.

Anti-Corruption 

The customer is obliged to comply with all the applicable foreign and national anti-bribery, anti-money laundering and anti-corruption laws and regulations. In particular, the customer may not offer, promise, grant, demand or receive any bribes or other unlawful payments, including in dealings with the holders of public office.

Court of Jurisdiction 

Any disputes arising from the contractual relationship shall be settled exclusively before a competent court of law in İstanbul, Türkiye. This applies to liabilities on bills of exchange and checks as well. We are also entitled to initiate legal action at the buyer’s location.

Force Majeure

Deskval shall not be bound to fulfill any obligation if prevented from doing so by force majeure. Insofar as not already included, force majeure shall further mean instances of strikes, company sit-ins, blockades, embargoes, government measures, war, revolution and/or any similar state, power failures, faults in electronic communication lines, cable breaks, fires, explosions, water damage, lightning damage, natural disasters, flooding and/or earthquake, shortage of and/or sickness of personnel and non-fulfillment by suppliers of Deskval or force majeure on the part of suppliers of Deskval.

Modification to Terms

Deskval reserves the right to modify these GTC  and its policies at any time and without notice, effective upon posting of an updated version of these GTC. You are responsible for regularly reviewing these GTC.