Terms & Conditions

Last updated – 18 May 2025

1  Acceptance of These Terms

By accessing or using any services, proposals, websites, or materials provided by Desilyon (“Desilyon,” “we,” “our,” or “us”), you (“Client” or “you”) agree to be bound by these Terms & Conditions (“Terms”). If you do not accept all Terms, do not use the Services.

2  Scope of Services

Desilyon provides site-enablement, partnership structuring, and consulting services for hyperscale data-center development (collectively, the “Services”). The specific scope, deliverables, fees, and timelines will be defined in individual Statements of Work (“SOWs”) or engagement letters executed by both parties.

3  Quotations & Fees

Unless otherwise stated in an SOW, all quotations are valid for thirty (30) days. Fees may be structured as fixed, hourly, milestone-based, equity participation, success fees, or a combination thereof. Invoices are payable within thirty (30) days of the invoice date. Late payments may incur 1.5% interest per month or the maximum rate permitted by law.

4  Client Obligations

• Provide accurate and complete information reasonably required for Desilyon to perform the Services.
• Designate a qualified point of contact with authority to make decisions and approvals.
• Timely review and accept or reject deliverables. Lack of written rejection within ten (10) business days constitutes acceptance.

5  Intellectual Property

Desilyon retains all right, title, and interest in pre-existing materials, methodologies, and know-how (“Background IP”). Upon full payment, Desilyon grants Client a perpetual, worldwide, non-exclusive license to use deliverables created specifically for Client (“Project IP”) solely for the intended project. Background IP incorporated in Project IP remains Desilyon’s property.

6  Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other and to use it only for the purpose of performing or receiving the Services. This obligation survives five (5) years after termination, except for trade secrets, which remain confidential indefinitely.

7  Warranties & Disclaimers

Desilyon warrants that it will perform the Services in a professional and workmanlike manner. EXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” WITHOUT ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8  Limitation of Liability

To the maximum extent permitted by law, Desilyon’s aggregate liability under any theory of liability (whether in contract, tort, or otherwise) shall not exceed the total fees paid by Client for the specific SOW giving rise to the claim. Desilyon shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or loss of profits or revenue.

9  Indemnification

Client agrees to indemnify, defend, and hold Desilyon harmless from any third-party claims arising out of: (i) Client’s use of the Services; (ii) Client-supplied materials infringing third-party rights; or (iii) Client’s breach of these Terms.

10  Termination

Either party may terminate an SOW for material breach if the breaching party fails to cure within fifteen (15) days of written notice. Upon termination, Client will pay Desilyon for all Services rendered up to the effective termination date.

11  Force Majeure

Neither party shall be liable for delays or failures caused by events beyond reasonable control, including acts of God, war, terrorism, pandemics, or governmental actions, provided that the impacted party gives prompt notice and uses reasonable efforts to resume performance.

12  Governing Law & Jurisdiction

These Terms are governed by the laws of the Republic of Türkiye, without regard to conflict-of-law principles. Any dispute shall be submitted to the exclusive jurisdiction of the courts of Istanbul (Anadolu), Turkey.

13  Amendments

Desilyon may update these Terms from time to time. Material changes will be notified via email or a prominent notice on our website. Continued use of the Services after such changes constitutes acceptance of the revised Terms.

14  Entire Agreement

These Terms, together with any executed SOWs, constitute the entire agreement between the parties and supersede all prior agreements, negotiations, or communications, whether written or oral, relating to the subject matter.

15  Contact Information

For any questions regarding these Terms & Conditions, please contact:

Desilyon Legal Department
Email: legal@desilyon.com