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STANDART SATIŞ KOŞULLARI

Terms and Conditions

1. Introduction Welcome to Nimex Solutions. These Terms and Conditions ("Terms") govern your access to and use of our software development, implementation, and support services (the "Services"). By engaging with us, you agree to be bound by these Terms.

2. Definitions

  • "Client" means the individual or entity that engages Nimex Solutions for Services.
  • "Deliverables" means all work products, including software, documentation, reports, and any other materials provided by Nimex Solutions under these Terms.
  • "Confidential Information" means any non‑public information disclosed by one party to the other.

3. Scope of Services We will deliver Services and Deliverables in accordance with the applicable Statement of Work ("SOW") or proposal. Each SOW will specify the scope, timeline, deliverables, fees, and acceptance criteria.

4. Client Responsibilities The Client agrees to:

  • Provide timely access to systems, information, and personnel necessary for performance of the Services.
  • Designate a project manager or point of contact for all communications and approvals.
  • Review and respond to deliverables within the period specified in the applicable SOW.

5. Fees and Payment

  • Fees for Services will be set forth in the SOW. All payments are due within 30 days of invoice date unless otherwise agreed in writing.
  • Late payments may accrue interest at the rate of 1.5% per month, or the maximum rate permitted by law, whichever is lower.

6. Changes and Modifications Any change to the scope, deliverables, or timeline must be documented in a written Change Order signed by both parties. Additional fees or time adjustments will apply as mutually agreed.

7. Intellectual Property Rights

  • We retain ownership of all pre‑existing intellectual property and tools used to perform the Services.
  • Upon full payment, Client will own all intellectual property rights in the Deliverables specifically created under the SOW, except for underlying tools, libraries, and methodologies.
  • We grant Client a perpetual, worldwide, royalty‑free license to use any underlying tools or libraries embedded in the Deliverables solely to operate the Deliverables.

8. Confidentiality Each party will keep confidential all Confidential Information of the other. Neither party will use or disclose such information except as necessary to perform its obligations under these Terms or as required by law.

9. Data Protection We will process personal data only in accordance with applicable data protection laws and the Client’s instructions. We will implement reasonable technical and organizational measures to safeguard personal data.

10. Warranties and Disclaimers

  • We warrant that the Services will be performed in a professional and workmanlike manner. For any breach of this warranty, our sole obligation will be to re‑perform the affected Services.
  • Except as expressly provided, we disclaim all other warranties, express or implied, including merchantability and fitness for a particular purpose.

11. Limitation of Liability To the maximum extent permitted by law, our liability under or in connection with these Terms will not exceed the total fees paid by the Client under the applicable SOW. We will not be liable for any loss of data, profit, or indirect, incidental, or consequential damages.

12. Indemnification Client agrees to indemnify and hold harmless Nimex Solutions and its officers, directors, employees, and agents from any third‑party claims arising out of Client’s breach of these Terms or misuse of the Deliverables.

13. Term and Termination

  • These Terms commence on the earlier of Client’s acceptance or the date of the first SOW.
  • Either party may terminate the applicable SOW for material breach if the breach remains uncured after 30 days’ written notice.
  • Upon termination, Client will pay for all Services performed and Deliverables delivered up to the termination date.

14. Governing Law and Dispute Resolution These Terms will be governed by the laws of Turkey, without regard to conflict of law principles. Any dispute will be resolved by arbitration in Istanbul under the rules of the Istanbul Arbitration Centre.

15. Entire Agreement These Terms, together with any SOWs and Change Orders, constitute the entire agreement between the parties and supersede all prior discussions and agreements.

16. Contact Information For questions or notices, please contact us at:

Nimex Solutions Address:  Email: info@nimexsolutions.com Phone: +90 (543) 568 - 58 - 86

By engaging our Services, you acknowledge that you have read, understood, and agree to these Terms and Conditions.