General Terms & Conditions

These General Terms & Conditions ("Terms") apply to all contracts between Rudari Labs (Arifi AI Services), Grienmattweg 4, 4410 Liestal, and the client regarding consulting, development, and operate services — including standardized packages (Pilot, Build, Operate).

The client’s deviating terms apply only if Rudari agrees in writing. Verbal side agreements require written confirmation by Rudari to be effective.

Unless otherwise marked, offers from Rudari are non-binding. The contract is concluded through:

• written acceptance of an offer by the client, or
• signature of a Statement of Work (SoW), or
• confirmation of a package order (Pilot, Build, Operate) by email.

3.1 Consulting and development services

Rudari provides services in AI strategy, agent development, custom software, and CTO-as-a-Service based on a Statement of Work that individually defines scope, milestones, deliverables, and fee.

3.2 Standardized packages

Pilot, Build, and Operate are predefined packages with a fixed scope and fixed fee as described on rudari.ch at the time of order. The service description sent with the order confirmation shall prevail.

3.3 Performance mode

Rudari owes the diligent provision of services (mandate within the meaning of Art. 394 et seq. CO), not a specific result, unless a work contract has been expressly agreed. The required diligence is determined by the state of the art in the AI industry.

The client shall provide all information, data, access, and decisions necessary for the provision of services in a timely manner. Delays caused by the client extend deadlines accordingly; resulting additional effort is charged on a time-and-materials basis.

The fee is set out in the SoW or package description and is in CHF, excluding any VAT. Rudari is currently not subject to VAT.

Unless otherwise agreed:

• Pilot package: 100 % upon order confirmation
• Build package: 50 % upon order confirmation, 50 % upon delivery
• Operate package: monthly in advance
• Time-and-materials consulting: monthly in arrears

Payment terms: 14 days net from invoice date. In case of default, Rudari is entitled to charge 5 % p. a. default interest plus reminder fees, and to suspend ongoing services until payment is received.

If the client wishes to adjust the scope of services, Rudari prepares a written change request with the impact on scope, deadlines, and fee. Implementation only occurs after mutual confirmation.

Unless otherwise agreed, upon full payment of the fee the client receives a non-exclusive, time- and territory-unlimited, transferable right of use to the work results developed and delivered within the project for the agreed purpose.

Pre-existing tools, frameworks, libraries, and generic know-how of Rudari remain the property of Rudari; the client receives a right of use to the extent necessary for operating the deliverables.

Open-source components are subject to their respective license terms.

Both parties undertake to keep confidential all information of the other party that becomes known to them during the cooperation, for the duration of the contract and for five years thereafter, and to use it only for the purposes of the contract.

Rudari is entitled to mention the client’s name and a general project description as a reference, unless the client objects in writing.

Where Rudari processes personal data on behalf of the client, the parties shall enter into a separate Data Processing Agreement (DPA). Otherwise, the Privacy Policy on rudari.ch applies.

Rudari warrants that the services rendered substantially conform to the agreed specifications. Defects must be reported in writing within 14 days of delivery.

In case of a justified defect notice, Rudari will rectify the affected service within a reasonable period. If the rectification fails twice, the client may demand a fee reduction or withdraw from the relevant part of the contract.

No warranty is given for the functionality of third-party components (e.g. LLM APIs, cloud services).

Rudari is liable for proven direct damage caused by gross negligence or intent without limitation, insofar as mandatory law provides for this.

Otherwise, liability per damage event is limited to the net fee agreed in the relevant SoW or package over the last twelve months, but no more than CHF 100,000.

Liability for indirect damages, consequential damages, lost profits, data loss, or third-party claims is excluded to the extent permitted by law.

Project contracts end upon fulfillment of the agreed services. Operate packages and ongoing consulting mandates may be terminated by either party with 30 days’ notice to the end of a calendar month, unless otherwise agreed.

The right to terminate for cause remains reserved.

Force majeure events — including large-scale outages of essential cloud services — release the affected party from its performance obligations for their duration. The parties shall inform each other without delay.

Should individual provisions of these Terms be invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid one that comes closest to its economic purpose.

Amendments and supplements must be in writing; this also applies to the waiver of the written form requirement.

Swiss law shall apply exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and conflict-of-law rules.

The exclusive place of jurisdiction for all disputes arising out of or in connection with the contract is Basel, Switzerland. Rudari is also entitled to sue the client at the client’s registered office.