General Terms and Conditions
Sanchez Sierra - Datia (sole proprietorship operating as “Datia” / “Datia CH”)
Hardstrasse 1A
5600 Lenzburg
Switzerland
UID: CHE-295.773.389
contact@datia.ch
Effective Date: 16 June 2026
1. Scope and Applicability
1.1
These General Terms and Conditions (“GTC”) govern all services provided by Sanchez Sierra - Datia (“Provider”) to customers (“Customer”), in particular cloud migrations, data engineering, AI implementations, web design, and related IT consulting and software services.
1.2
These GTC apply exclusively to customers acting in their commercial, business, or professional capacity (B2B). The services are offered solely to businesses and are not directed at or intended for consumers. By entering into a contract, the Customer confirms that it is acting in a business or professional capacity. To the extent any mandatory consumer protection rule nonetheless applies, it prevails only where the law strictly requires.
1.3
These GTC apply to all offers, order confirmations, service agreements, statements of work, subscriptions, support, and related services unless a written agreement signed or accepted by the Provider expressly states otherwise. Conflicting customer terms are rejected, even if the Provider accepts an order, provides services, or does not expressly object again.
1.4
The contract documents apply in the following order of precedence: (1) the individually agreed service agreement, statement of work, or order confirmation, (2) any signed data processing agreement, service-level agreement, or security annex, (3) these GTC, and (4) documents referenced in these GTC. The Privacy Policy explains data processing and does not limit these GTC.
1.5
These GTC do not apply to job applications, employment relationships, or purely informational website visits unless expressly stated in a separate agreement.
2. Services
2.1
The Provider offers cloud migrations, data engineering, AI implementations, web design, and related IT consulting and software services as described in the relevant service agreement, statement of work, or order confirmation.
2.2
Services are provided with reasonable skill and care in accordance with industry standards. Unless expressly agreed in writing, the Provider owes diligent performance, not a specific commercial, financial, technical, regulatory, or business outcome.
2.3
The specific scope, deliverables, milestones, assumptions, dependencies, acceptance criteria, and specifications are defined in the individual service agreement. Anything not expressly included is outside scope.
2.4
Additional work, change requests, rework caused by incomplete or inaccurate Customer information, and support outside the agreed scope may be charged at the Provider’s then-current rates.
2.5
The Provider may modify, suspend, replace, or discontinue service features with 30 days’ notice where reasonable. The Provider may make changes without prior notice where necessary for security, legal compliance, third-party provider requirements, or to prevent harm.
2.6
The Customer acknowledges that services may depend on third-party software, APIs, cloud platforms, telecommunications providers, analytics and measurement services, productivity suites, CRM tools, advertising or conversion services, embedded content, open-source components, Google services, and AI model providers. Their availability, functionality, terms, pricing, and model behavior may change outside the Provider’s control.
3. Contract Formation and Duration
3.1
A contract is formed when the Provider sends written confirmation accepting the Customer’s order, when both parties sign or accept a service agreement or statement of work, or when the Customer begins using the services after receiving an offer or order confirmation.
3.2
Offers are valid for 30 days unless the offer states another validity period.
3.3
Unless otherwise agreed, contracts have a minimum term of 12 months and automatically renew for successive 12-month periods.
3.4
Either party may terminate the contract with 3 months’ written notice to the end of the initial term or any renewal period.
3.5
Both parties may terminate immediately for good cause, including material breach of contract, persistent non-payment, insolvency, unlawful use of services, or circumstances that make continued performance unreasonable.
4. Pricing and Payment
4.1
All prices are in Swiss Francs (CHF) and exclude VAT, withholding taxes, duties, and other applicable taxes unless expressly stated otherwise.
4.2
Prices are as stated in the service agreement, order confirmation, or current price list at the time of contract formation.
4.3
Invoices are payable within 14 days of the invoice date unless otherwise agreed.
4.4
Late payments are subject to default interest of 10% per annum, calculated daily from the due date until full payment is received.
4.5
The Provider may suspend services if payment is more than 15 days overdue or if the Customer materially breaches the contract. Suspension does not release the Customer from payment obligations. A reactivation fee of CHF 50 may apply.
4.6
The Provider may adjust recurring prices with 60 days’ written notice. Customers may terminate the affected recurring service within 30 days of receiving such notice, effective at the end of the current billing period.
4.7
All fees are non-refundable unless explicitly stated otherwise. Termination does not entitle the Customer to a refund of prepaid fees except where mandatory law requires otherwise.
4.8
The Provider may charge for additional services requested or required outside the agreed scope at the then-current hourly rate of CHF 150/hour, or as otherwise agreed in writing.
4.9
In case of a payment dispute, the Customer must still pay undisputed amounts on time.
4.10
The Customer is liable for reasonable costs incurred in collecting overdue amounts, including reminder fees of CHF 20 per reminder, debt collection costs, legal fees, and court costs, to the extent permitted by law.
5. Customer Obligations
5.1
The Customer must:
- Provide accurate, complete, and timely information, instructions, access, approvals, and cooperation
- Ensure that Customer data, systems, instructions, and content are lawful and do not infringe third-party rights
- Use services only for lawful purposes and in compliance with applicable laws, third-party terms, and documentation
- Maintain confidentiality and security of access credentials
- Maintain adequate backups of Customer data and systems
- Review deliverables, configurations, recommendations, and AI outputs before relying on them
- Obtain all consents, licenses, rights, and permissions needed for Customer data and third-party systems
5.2
The Customer must not:
- Use services to transmit or process illegal, harmful, deceptive, discriminatory, infringing, or offensive content
- Attempt to gain unauthorized access to Provider systems or third-party systems
- Reverse engineer, copy, scrape, benchmark for competitive purposes, or redistribute Provider services or materials except where mandatory law permits
- Use services in a manner that disrupts other users, infrastructure, models, or providers
- Provide sensitive personal data, regulated data, or high-risk data unless expressly agreed and covered by appropriate safeguards
5.3
The Customer is responsible for all activities under its account, for its users, and for the consequences of Customer instructions, integrations, data, content, and third-party services selected or approved by the Customer.
5.4
The Customer agrees to indemnify, defend, and hold harmless the Provider from claims, damages, losses, penalties, liabilities, and expenses, including reasonable legal fees, arising from:
- The Customer’s breach of these GTC or an individual agreement
- The Customer’s violation of applicable laws or third-party rights
- Customer data, content, systems, instructions, or use of services
- Claims that Customer data, content, or instructions infringe intellectual property, privacy, data protection, confidentiality, or other rights
- The Customer’s failure to obtain required consents, licenses, or permissions
6. Intellectual Property
6.1
All intellectual property rights in the Provider’s services, software, methods, tools, templates, documentation, know-how, processes, reusable code, and materials remain the exclusive property of the Provider or its licensors.
6.2
Unless expressly assigned in a written agreement, deliverables are licensed, not sold. The Customer receives a non-exclusive, non-transferable license to use paid deliverables during the contract term, or after full payment where the deliverable is intended for permanent use, for the Customer’s internal business purposes only.
6.3
The Customer retains all rights to its own data and content. The Customer grants the Provider the rights necessary to process, copy, transmit, store, analyze, and use Customer data and content to provide, secure, and support the services.
6.4
The Provider may use general skills, experience, ideas, know-how, concepts, methods, and learnings acquired during the engagement, provided this does not disclose the Customer’s confidential information.
6.5
Third-party software, open-source components, APIs, platforms, analytics tools, advertising or conversion services, productivity tools, Google services, and AI models remain subject to their own licenses and terms. The Customer is responsible for complying with third-party terms that apply to Customer systems or Customer-selected services.
6.6
The Provider may use subcontractors and third-party service providers to deliver services. The Provider remains responsible for its own contractual obligations to the extent required by mandatory law, but is not liable for failures of independent third-party services, platforms, APIs, infrastructure, or AI model providers outside the Provider’s reasonable control.
7. Data Protection
7.1
Personal data is processed in accordance with Swiss data protection law (FADP) and the Provider’s Privacy Policy.
7.2
Where the Provider processes personal data on behalf of the Customer as a processor, the parties will enter into a separate Data Processing Agreement where required by applicable law. The Customer remains responsible for determining whether such an agreement is required and for providing lawful processing instructions.
7.3
The Customer is responsible for the lawfulness, accuracy, proportionality, and transparency of Customer personal data provided to the Provider, including any required notices, consents, legal bases, data subject requests, and transfer safeguards.
7.4
While the Provider implements appropriate technical and organizational security measures, the Customer acknowledges that no system is completely secure. The Provider does not guarantee protection against all security threats, including zero-day vulnerabilities, credential compromise, advanced persistent threats, AI model vulnerabilities, or sophisticated cyberattacks.
8. Confidentiality
8.1
Both parties agree to keep confidential any non-public business, technical, financial, personal, or proprietary information received from the other party.
8.2
This obligation does not apply to information that:
- Is publicly available without breach
- Was already known to the receiving party without confidentiality restriction
- Is independently developed without use of confidential information
- Is lawfully received from a third party
- Must be disclosed by law, court order, or authority
8.3
Confidentiality obligations survive contract termination for 5 years. Trade secrets and highly sensitive information remain protected for as long as they remain confidential.
9. Warranties and Disclaimers
9.1
The Provider warrants that services will be performed with reasonable skill and care.
9.2
The Provider does not guarantee uninterrupted or error-free service availability unless a specific service-level agreement expressly applies.
9.3
The Provider is not responsible for third-party services, software, APIs, cloud platforms, telecommunications, open-source components, infrastructure, or AI models outside its reasonable control.
9.4
The Customer must inspect delivered services and deliverables immediately upon completion and notify the Provider in writing of any defects within 10 business days. Failure to report defects within this period constitutes acceptance of the services or deliverables as conforming.
9.5
Once services or deliverables are accepted without reservation, the Provider cannot be held liable for defects that should have been discoverable upon reasonable inspection.
9.6
For AI-powered services:
- AI-generated outputs may contain errors, inaccuracies, bias, outdated information, insecure code, or hallucinations
- The Customer is responsible for human review, testing, validation, and approval before using AI outputs
- The Provider does not guarantee the accuracy, completeness, legality, safety, availability, or fitness for any particular purpose of AI-generated content
- The Customer assumes all risks related to decisions, publications, deployments, or actions based on AI outputs
- AI services are not legal, tax, medical, financial, or regulatory advice unless expressly agreed in writing with qualified professionals
9.7
The Provider does not warrant that services will achieve specific revenue, savings, rankings, compliance status, security certification, uptime, model performance, or business results unless expressly agreed in writing.
9.8
All other warranties, express or implied, are excluded to the extent permitted by law.
10. Limitation of Liability
10.1
To the maximum extent permitted by Swiss law, the Provider’s total aggregate liability for all claims arising from or related to the contract, whether in contract, tort, unjust enrichment, pre-contractual liability, or otherwise, is limited to 80% of the total fees paid by the Customer in the 12 months immediately preceding the claim.
This limitation applies per contract year, not per incident.
10.2
To the maximum extent permitted by Swiss law, the Provider is not liable for:
- Loss of data, profits, revenue, goodwill, anticipated savings, business opportunities, or reputation
- Indirect, incidental, consequential, punitive, or special damages
- Service interruptions, data loss, or security incidents caused by third parties, force majeure, Customer systems, Customer instructions, or circumstances beyond the Provider’s reasonable control
- The Customer’s failure to maintain backups, secure credentials, patch systems, review outputs, or follow recommendations
- Third-party terms changes, pricing changes, outages, model changes, API restrictions, or vendor decisions
10.3
The limitations and exclusions apply to the Provider’s organs, employees, contractors, subcontractors, auxiliary persons, suppliers, and affiliates to the same extent as they apply to the Provider.
10.4
Nothing in these GTC excludes or limits liability for unlawful intent, gross negligence, death or personal injury, fraudulent concealment, or any liability that cannot be excluded or limited under mandatory Swiss law.
11. Force Majeure
11.1
Neither party is liable for failure or delay in performing obligations due to events beyond reasonable control, including:
- Natural disasters, pandemics, epidemics, or public health emergencies
- War, terrorism, riots, civil unrest, sanctions, or government actions
- Strikes or labor disputes
- Cyberattacks, DDoS attacks, malware campaigns, or security incidents affecting infrastructure
- Failure, outage, restriction, or degradation of third-party services such as AWS, Cloudflare, Google services, cloud providers, telecommunications providers, email providers, API providers, analytics providers, advertising or conversion providers, productivity providers, or AI model providers
- Power outages, internet connectivity failures, supply-chain failures, or shortages
- Legal or regulatory changes affecting performance
11.2
The affected party must notify the other party promptly and use reasonable efforts to minimize impact.
12. Termination and Data Return
12.1
Upon termination:
- The Customer must pay all outstanding fees, expenses, and charges
- The Provider may stop providing services and revoke access
- The Provider will make Customer data available for export for 30 days where technically and commercially reasonable
- After 30 days, the Provider may permanently delete Customer data, subject to legal retention duties and backup deletion cycles
12.2
The Customer is responsible for exporting its data before termination and for maintaining independent backups.
12.3
Sections that by their nature should survive, including payment, confidentiality, limitation of liability, intellectual property, data protection, warranties and disclaimers, indemnification, dispute resolution, and applicable law, continue after termination.
13. Assignment and Transfer
13.1
The Customer may not assign or transfer rights or obligations under the contract without prior written consent from the Provider.
13.2
The Provider may assign or transfer the contract, in whole or in part, to an affiliated company, acquirer, or successor in business with 30 days’ notice to the Customer.
14. Amendments
14.1
The Provider may amend these GTC by providing 30 days’ written notice to the Customer, including by email or through a customer portal where applicable.
14.2
Amendments are deemed accepted unless the Customer objects in writing within 30 days. If the Customer objects, either party may terminate the affected services effective at the end of the current billing period.
14.3
Changes to an individual service agreement, statement of work, or order confirmation require written consent from both parties unless the relevant document states otherwise.
15. General Provisions
15.1
If any provision of these GTC is found invalid or unenforceable, the remaining provisions continue in full force. The invalid or unenforceable provision will be replaced by a valid provision that comes as close as legally possible to the economic purpose of the original provision.
15.2
No waiver of any breach constitutes a waiver of any other breach. Rights and remedies may be exercised cumulatively unless expressly stated otherwise.
15.3
All notices must be in writing and sent via email, registered mail, courier, or electronic signature platform. Email notices to the addresses specified in the contract are deemed received 24 hours after sending unless the sender receives a delivery failure notice. The Provider’s notice address is contact@datia.ch.
15.4
The contract constitutes the entire agreement and supersedes all prior agreements, proposals, marketing statements, negotiations, or understandings relating to its subject matter.
15.5
The parties are independent contractors. Nothing in the contract creates a partnership, joint venture, agency, fiduciary, franchise, or employment relationship.
15.6
The contract does not confer rights on third parties. Only the Provider and Customer may enforce its terms, except that the Provider’s affiliates, employees, contractors, and subcontractors may rely on liability limitations and indemnities.
15.7
To the extent permitted by law, claims related to defects, service quality, or breach of contract must be asserted in writing within 12 months after the event giving rise to the claim. After this period, such claims are time-barred.
15.8
The English version of these GTC controls in case of conflict with a translation, unless mandatory law requires otherwise.
16. Applicable Law and Jurisdiction
16.1
The contract is governed by the substantive laws of Switzerland, excluding conflict of law provisions and the Vienna Sales Convention (CISG).
16.2
The exclusive place of jurisdiction is Lenzburg, Switzerland. However, the Provider may also bring proceedings at the Customer’s domicile, registered office, or any other legally available forum.
Contact
For questions about these GTC, contact us at:
Email: contact@datia.ch
Address: Sanchez Sierra - Datia, Hardstrasse 1A, 5600 Lenzburg, Switzerland