Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client", "you", or "your") and Gasimov Enterprise Systems MMC ("Company", "we", "our", or "us"). By accessing our website (gesystems.llc), requesting consultations, or engaging our enterprise software services, you acknowledge that you have read, understood, and agree to be bound by these Terms.

If you are acting on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms.

2. Description of Services

Gasimov Enterprise Systems MMC provides enterprise software engineering and related services, including but not limited to:

• Custom software development for business-critical and regulated environments
• Systems integration, modernization, and infrastructure consulting
• Cloud architecture, DevOps, and managed services
• Cybersecurity engineering, audits, and compliance advisory
• Technical support, maintenance, and knowledge transfer

Specific scope, deliverables, timelines, and commercial terms for each engagement will be defined in a separate Statement of Work ("SOW") or Master Services Agreement ("MSA") executed by both parties.

3. Eligibility and Authorized Use

Our services are intended for business, government, and organizational clients. By using our services, you represent and warrant that:

• You are at least 18 years of age or have legal capacity to enter into agreements
• You are authorized to act on behalf of the organization engaging our services
• You will use our services only for lawful business purposes and in compliance with applicable laws
• You will not use our services to infringe intellectual property rights, violate privacy, or engage in fraudulent or malicious activity

4. Client Responsibilities

To ensure successful delivery of services, Client agrees to:

• Provide accurate, complete, and timely information, specifications, and access required for project execution
• Designate authorized points of contact for communications, approvals, and decision-making
• Maintain appropriate security measures for credentials, systems, and data under Client control
• Comply with applicable laws, regulations, and industry standards relevant to the engagement
• Notify Company promptly of any security incidents, unauthorized access, or concerns related to delivered services

5. Intellectual Property Rights

5.1 Company Pre-Existing IP

All intellectual property owned or developed by Gasimov Enterprise Systems MMC prior to or independently of any Client engagement ("Pre-Existing IP") remains the exclusive property of the Company. This includes frameworks, libraries, tools, methodologies, and know-how.

5.2 Client Pre-Existing IP

Client retains all rights to intellectual property provided to Company for purposes of the engagement ("Client IP"). Company will use Client IP solely to perform services under the applicable agreement and will not disclose it except as required by law or with Client's consent.

5.3 Deliverables and Custom Developments

Ownership of custom software, documentation, and other deliverables created specifically for Client will be defined in the applicable SOW or MSA. Unless otherwise agreed in writing:

• Upon full payment, Client receives a perpetual, non-exclusive license to use delivered software for its internal business purposes
• Company retains rights to reuse generic components, patterns, and know-how developed during the engagement
• Third-party open-source or licensed components remain subject to their respective licenses

6. Fees, Payment, and Expenses

Fees for services will be specified in the applicable SOW or MSA. Unless otherwise agreed:

• Invoices are due within 30 days of receipt
• Late payments may incur interest at the lesser of 1.5% per month or the maximum rate permitted by law
• Client is responsible for applicable taxes, duties, or levies, excluding taxes based on Company's net income
• Pre-approved travel and out-of-pocket expenses will be billed at cost with supporting documentation

7. Confidentiality

Both parties agree to treat as confidential all non-public business, technical, and operational information disclosed during the engagement ("Confidential Information"). Each party will:

• Use Confidential Information solely for purposes of the engagement
• Protect it with at least the same degree of care used for its own confidential information, but no less than reasonable care
• Disclose it only to employees, contractors, or advisors with a need to know and who are bound by similar confidentiality obligations

Confidentiality obligations do not apply to information that is: (a) publicly available through no fault of the recipient; (b) rightfully received from a third party without restriction; (c) independently developed without reference to the disclosing party's information; or (d) required to be disclosed by law or court order (with prompt notice to the disclosing party where permitted).

8. Warranties and Disclaimers

8.1 Service Warranty

Company warrants that services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards for enterprise software development.

8.2 Disclaimer

EXCEPT AS EXPRESSLY STATED HEREIN, SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE". COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND SYSTEM AVAILABILITY OR UNINTERRUPTED OPERATION.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, ARISING FROM OR RELATED TO THESE TERMS OR THE ENGAGEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
• COMPANY'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THESE TERMS OR ANY ENGAGEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO COMPANY UNDER THE APPLICABLE SOW OR MSA IN THE 12 MONTHS PRECEDING THE CLAIM

These limitations apply regardless of the legal theory (contract, tort, strict liability, or otherwise) and survive termination of any agreement.

10. Indemnification

Client agrees to indemnify, defend, and hold harmless Gasimov Enterprise Systems MMC and its officers, employees, and agents from and against any third-party claims, damages, liabilities, costs, or expenses (including reasonable attorneys' fees) arising from:

• Client's use of delivered services or software in violation of these Terms or applicable law
• Client's breach of representations, warranties, or obligations under these Terms or an SOW/MSA
• Allegations that Client's data, specifications, or instructions infringe third-party intellectual property rights

11. Term and Termination

These Terms remain in effect while you access our services or website. Individual engagements are governed by the term specified in the applicable SOW or MSA.

Either party may terminate an engagement for material breach by the other party if the breach remains uncured for 30 days after written notice. Company may also suspend or terminate services immediately if required by law, to protect security, or in response to fraudulent or abusive activity.

Upon termination: (a) outstanding fees become immediately due; (b) each party returns or destroys the other's Confidential Information; and (c) provisions that by their nature should survive (including intellectual property, confidentiality, liability limitations, and indemnification) will continue in effect.

12. Governing Law and Dispute Resolution

These Terms and any disputes arising from or related to our services shall be governed by the laws of the Republic of Azerbaijan, without regard to conflict of law principles.

The parties agree to first attempt to resolve disputes through good-faith negotiation. If unresolved, disputes shall be submitted to the competent courts of Baku, Azerbaijan, and the parties consent to personal jurisdiction therein.

13. General Provisions

• Entire Agreement: These Terms, together with any executed SOW or MSA, constitute the entire agreement between the parties regarding the subject matter and supersede prior discussions or agreements.
• Amendments: Modifications to these Terms must be in writing and signed by both parties. We may update these Terms for our website; continued use constitutes acceptance.
• Assignment: Neither party may assign these Terms or any engagement without prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.
• Force Majeure: Neither party is liable for delays or failures due to circumstances beyond reasonable control, including acts of God, war, terrorism, labor disputes, or internet/service provider failures.
• Severability: If any provision is found unenforceable, the remaining provisions remain in full force and effect.
• Waiver: Failure to enforce any provision does not constitute a waiver of future enforcement.
• Notices: Formal notices shall be sent to the addresses specified in the applicable agreement or to contact@gesystems.llc for website-related matters.

14. Contact Information

For questions regarding these Terms of Service, please contact:

Gasimov Enterprise Systems MMC
Baku, Azerbaijan
Email: info@gesystems.llc
Website: gesystems.llc