Scope

These General Terms and Conditions (GTC) apply to all services, proposals, and contracts provided by Amini, owned by Azim Amini, Zurich, Switzerland (hereinafter "Amini"), to its clients (hereinafter "Client"). Any conflicting terms and conditions of the Client are hereby excluded unless Amini has given its express written consent to their application.

Services

Amini provides consulting and delivery services in the following areas:

• Cloud Architecture: Design, implementation, and optimization of cloud infrastructures (AWS, Azure, GCP)
• AI Infrastructure: Building and operating infrastructure for machine learning and AI workloads
• Technical Product Development: Architecture, development, and deployment of software products
• Engineering Excellence: Advisory services on development processes, DevOps, and platform engineering

The specific scope of work, milestones, and timelines are defined individually for each engagement in a Project Proposal, Statement of Work (SOW), or Engagement Letter.

Contract Formation and Compensation

A contract is formed upon written acceptance of Amini's proposal by the Client or upon commencement of services by Amini (following authorization by the Client).

Compensation is structured as follows:

• by an agreed daily rate (based on 8 hours per day), or
• as a fixed-price project with defined milestones and deliverables

Unless otherwise agreed, expenses, travel costs, and disbursements (e.g., cloud infrastructure costs) are invoiced separately at cost.

Payment Terms

Invoices are payable – unless otherwise agreed – within 30 days of the invoice date, net. For fixed-price projects, milestone-based or monthly invoicing may be agreed.

In the event of late payment, default interest of 5% per annum (Art. 104 OR) plus a reasonable reminder fee will be charged. Amini is entitled to suspend further performance of services until payment is received.

Intellectual Property

Unless otherwise agreed in writing, the following applies:

• All copyrights to work products created by Amini in the course of the engagement, including but not limited to code, architecture documentation, concepts, frameworks, libraries, and tools, remain with Amini.
• The Client receives a simple, unrestricted, non-transferable right of use to the project deliverables specifically created for them.
• Pre-existing intellectual property (Pre-Existing IP) of Amini that is incorporated into the project deliverables remains the full property of Amini.
• Amini is entitled to use the services and project deliverables for references and portfolio presentations, provided no contractual confidentiality agreement prevents this.

Liability and Warranty

Amini performs all services to the best of its knowledge and ability and in accordance with the current state of the art. Warranty for defect-free performance or continuous availability of the services is provided only to the extent expressly agreed in writing.

Amini's liability is limited as follows:

• Liability for slight negligence is excluded.
• In cases of gross negligence or intent, Amini's liability – subject to mandatory statutory provisions – is limited to the amount of the agreed fee for the respective project.
• Liability for lost profits, data loss, or consequential damages is excluded to the extent permitted by law.
• Statutory product liability (Swiss Product Liability Act, PrHG) remains unaffected.

Confidentiality

Amini undertakes to maintain secrecy regarding all confidential information received from the Client in the course of the business relationship. This obligation survives the termination of the business relationship.

Confidential information includes all information identified as such or that should reasonably be considered confidential, including but not limited to:

• Business data and trade secrets
• Technical specifications and architecture documentation
• Source code and software architectures
• Personnel data and internal processes

The confidentiality obligation does not apply to information that was demonstrably already known, is publicly available, or was lawfully obtained from a third party.

Termination

Contracts may only be terminated in writing. The notice period is determined by the individual agreement. In the absence of an agreed notice period, the termination period is 30 days to the end of the month.

For good cause (including but not limited to payment default, breach of confidentiality, material breach of duty), both parties are entitled to terminate with immediate effect.

Governing Law and Jurisdiction

These GTC and all engagements between Amini and the Client are governed exclusively by Swiss law, excluding its conflict of laws principles and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

The place of jurisdiction for all disputes arising out of or in connection with these GTC is – subject to conflicting mandatory statutory provisions – the Commercial Court of the Canton of Zurich.

Final Provisions

Should any provision of these GTC be or become invalid or unenforceable, the validity of the remaining provisions shall not be affected. The invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the economic intent of the original provision.

Amendments and supplements to these GTC must be made in writing. This also applies to any amendment of the written form requirement itself.

Amini reserves the right to amend these GTC at any time. The version in effect at the time of contract formation shall apply.