STANDARD TERMS AND CONDITIONS OF SALE
By accepting this quotation electronically, via e-mail, or through the Oriana quotation portal, the Business Partner ("Partner") acknowledges that these Terms & Conditions form an integral part of the quotation and agrees to be legally bound by them.
1. Quotation Validity
This quotation is valid until the expiration date specified therein. This document constitutes a quotation only; an order becomes binding upon written confirmation. Upon expiry of the validity period, Oriana Teknoloji A.Ş. ("Oriana") reserves the right to modify pricing, licensing models, product specifications, or commercial terms.
2. License & Services
All software licenses, subscriptions, maintenance, and support services are provided solely under the terms specified in the quotation and the applicable Oriana License Agreement. Unless otherwise stated, licenses are non-transferable, non-exclusive, and intended exclusively for the End User organization identified in the order. Subscription licenses include software updates and technical support for the subscription term stated in the quotation. Installation and integration services are not included unless expressly stated in the quotation.
3. Payment Terms
Payments shall be made in accordance with the payment terms stated in the quotation. Oriana reserves the right to suspend license delivery, maintenance, software updates, technical support, or subscription renewal in the event of overdue payments.
4. Delivery & Activation
License keys are delivered electronically upon completion of payment, unless otherwise stated in the quotation. If a license is not activated within ninety (90) days following its purchase, the license shall be activated automatically as of the end of that period.
5. Partner Responsibility
The Partner purchases Oriana products for resale under its own commercial responsibility. The Partner shall be solely responsible for all commercial, financial, contractual, and collection processes with the End User. Failure, delay, or refusal of payment by the End User shall not release the Partner from its payment obligations towards Oriana. The Partner remains fully liable for all outstanding balances owed to Oriana regardless of any dispute, payment delay, insolvency, or default by the End User.
6. Support
Technical support and software maintenance are provided only for products covered by an active support or subscription agreement, within the scope and service levels stated in the quotation. Issues arising from third-party software, customer infrastructure, unauthorized modifications, or improper configurations are excluded from Oriana's support and warranty obligations.
7. Pricing, Currency & Taxes
Unless otherwise stated, all prices are exclusive of applicable taxes, duties, and governmental charges; such taxes shall be added to the invoice where required by law. Prices are quoted in USD unless otherwise stated. Where invoicing in Turkish Lira is required, the foreign exchange selling rate announced by the Central Bank of the Republic of Türkiye (TCMB) on the invoice date shall apply.
8. Intellectual Property
All intellectual property rights in the software, documentation, and related materials remain the exclusive property of Oriana. No title or ownership is transferred. Reverse engineering, decompiling, or attempting to derive the source code of the software is prohibited except to the extent permitted by mandatory provisions of applicable law.
9. Confidentiality
Both parties agree to keep confidential all commercial, technical, financial, and business information exchanged during the quotation, purchasing, licensing, and support processes, and to use such information solely for the performance of their obligations.
10. Limitation of Liability
To the maximum extent permitted by applicable law, Oriana shall not be liable for any indirect, incidental, or consequential damages, including loss of profits, loss of data, or business interruption. Oriana's total liability arising out of or in connection with a quotation shall not exceed the amount actually paid under the relevant order. Nothing in this clause limits liability arising from gross negligence or willful misconduct.
11. Governing Law & Jurisdiction
These Terms and any quotation issued hereunder shall be governed by the laws of the Republic of Türkiye. Any disputes shall be subject to the exclusive jurisdiction of the Istanbul (Çağlayan) Courts and Enforcement Offices, Türkiye.
12. Acceptance
Approval of the quotation electronically, through the customer portal, by e-mail, or by any written confirmation shall constitute full acceptance of these Terms & Conditions without reservation.