TERMS OF ENGINEERING, CONSULTING, AND DIGITAL TRANSFORMATION SERVICE CONTRACT

1. SCOPE AND DEFINITIONS

These Engineering, Consulting, and Digital Transformation Service Terms (“Terms”) govern the commercial and legal relationship between MYMACH MAKİNA A.Ş. (“MYMACH”) and the Customer (“Customer”) in the areas of service, consulting, technical analysis (Check-Up), CAD/R&D design, software/ERP (Odoo) adaptation, or field assessment provided by MYMACH.

MYMACH

The contractor company that provides design, R&D management, engineering, software, and ERP solutions

Customer

the natural or legal person who accepts the offer presented by MYMACH,

Service/Delivery

The report presented to the Customer includes field analysis, CAD model, software coding/customizations, effort, and consulting hours.

The Customer declares that by approving the Proposal Form submitted by MYMACH or by actually initiating the Service, they fully accept these Terms.

2. RIGHTS AND OBLIGATIONS OF THE PARTIES

2.1. MYMACH's Obligations

Professional Diligence: MYMACH commits to conducting all its R&D, design, and digitalization processes in accordance with current engineering standards, a prudent merchant mentality, and international technical disciplines.

Transparent Effort Tracking: Working hours and field/office efforts are transparently tracked through Timesheet records in the MYMACH ERP (Odoo) infrastructure and serve as the basis for billing processes.

2.2. Customer's Obligations

Technical Data and Access Provision: The Client is responsible for providing all necessary existing 2D/3D data, PDM/ERP access, historical drawing archives, and field technical information required for the successful execution of the project. Any revisions and time losses resulting from the Client's provision of incomplete or incorrect information are the Client's responsibility.
Thesis and Field Security: In studies requiring on-site inspection and field identification, it is the Client's obligation to ensure that MYMACH personnel or representatives have field access permissions and meet occupational safety conditions.
Review and Approval Processes: The Customer is obliged to provide written feedback or approval within 5 (five) business days from the notification for design drafts, analysis reports, or pilot software models submitted by MYMACH. If feedback is not provided during this period, the relevant stage will be considered approved.

3. INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS

Background IP: The parametric design libraries, software modules, Odoo customization architectures, calculation algorithms, and recipes that MYMACH owned prior to the project or developed outside of the project are entirely the property of MYMACH.
Project Outputs and Manufacturing Data: The customer shall have the right (License) to use the final manufacturing drawings, analysis documents, and reports of the project at their facilities from the moment they have paid the full invoice amounts related to the project.
Know-How Protection: The customer may not sell, transfer, distribute as open source, or convert into commercial activity the general engineering methodologies and Odoo architectural designs developed by MYMACH without MYMACH's written permission.

4. SUPPLY, SERVICE, AND LOGISTICS COSTS

Mobilization Cost
- Transportation costs arising from visits to the customer location or factory site (fuel, km depreciation, vehicle wear and tear), round-trip travel time (opportunity cost), and field expenses will be invoiced to the Customer as clearly stated in the proposal.
Scope Creep and Revisions
- Additional requests, design changes, and scope expansions not included in the initial proposal or Check-Up contract will be billed additionally based on the valid MYMACH Expertise Hourly Rate, using Odoo Timesheet logs as the basis.

5.PAYMENT TERMS, FORCE MAJEURE AND LIABILITY LIMITATION

5.1. Payment Due Date

Invoice amounts are collected according to the payment terms and schedule specified in the proposal. In the event of overdue payments, MYMACH reserves the right to unilaterally suspend the ongoing services, Odoo/ERP integrations, and technical support.

5.2. Limit of Liability

MYMACH's liability for any direct or indirect material compensation arising from any project shall, in any case, not exceed the net service fee actually collected from the Customer under the relevant project.

5.2.Privacy

The parties agree and undertake to keep all commercial, technical, and financial secrets obtained during the process confidential indefinitely against third parties.