General Conditions

DatArt SA (hereinafter referred to as “the Agent”) provides consulting, integration, maintenance and specific development services for digital solutions such as SAP for the benefit of the Client (hereinafter “Principal”).

The nature of these activities creates a special relationship of trust between the client and the Agent. The objective of these general conditions is to create mutual trust through clear, balanced and fair rules.

The legal frameworks applicable to contractual relations between the Principal and the Agent are as follows:

• The contract signed between the two parties
• These general conditions
• Swiss law.

Subject to the mandatory provisions of Swiss law, the rules which prevail are those which appear in the order indicated above, in the event that certain provisions come into contradiction.

No external document can create obligations if it is not the subject of an amendment signed by both parties.

The contract and its rights and obligations are subject to Swiss law. The place of performance and legal venue are Lausanne, Switzerland.

DatArt SA offers the following services:

• Consulting and integration of solutions
• Computer systems maintenance
• Specific development and customization of solutions

The services are described in more detail in the specific service offers provided to the client.

All orders must be placed in writing (email, letter, etc.). The order is considered accepted upon receipt by the Agent. The Agent will acknowledge receipt of the order.

Changes to the agreed services may be proposed in writing by both parties. The Agent will inform the Principal in writing or by email of the consequences for the contract (price and deadlines) in the event of a request for modification. Written or email acceptance of these changes by the Principal makes the adaptation of the contract effective.

The Agent provides its services:

• By mobilizing the best of its knowledge and abilities to meet the expectations of the Principal,
• In compliance with the contractual framework which binds them,
• And in strict compliance with remuneration.

The Agent carries out his activity as a trusted person for the Principal and assumes the specific responsibility associated with it. He does not accept any benefit of any kind from third parties such as companies or suppliers and is exclusively remunerated by the Principal for his service.

It acts responsibly towards the general public, the interests of third parties and the environment. In its role as intermediary between the Principal, on the one hand, and companies and suppliers, on the other, it adopts a principle of sincerity and fairness.

The Principal undertakes to provide DatArt SA with all information, documents, infrastructure, and equipment necessary to perform the services. The Principal must also actively collaborate with DatArt SA and meet the agreed deadlines. Delays and additional costs due to the Principal's lack of cooperation shall be borne by the Principal.

A delivery note is issued for the acceptance of the services. The signature of the Principal certifies that the services have been completed and submitted. This regulation also applies to partial services. Services provided after the project has been submitted will be invoiced separately based on the Agent's current price list, unless otherwise agreed. The Principal must accept the services upon notification of completion by the Agent. In the absence of acceptance, the services are deemed accepted four weeks after notification or start of production.

The Principal must inspect deliveries for quality defects within 14 days of receipt. Late complaints will not be considered. Hidden defects must be reported within a further 14 days. The Agent guarantees delivery free from functional defects for three months from the date of delivery. In the event of a defect, the Principal may demand repair. Contractual and extra-contractual liabilities are limited to cases of willful misconduct or gross negligence on the part of the Agent, and only for direct damages, up to the price of the service concerned. Liability for indirect, consequential damages or financial losses is excluded.

The Agent shall be liable for damages caused by itself or by a third party commissioned by it within the framework of the contractual relationship, provided that the third party is not an auxiliary person and to the extent that the Principal proves that the Agent or the third party commissioned caused the damage due to gross negligence or intentionally. The exemption from liability based on Art. 399 Para. 2 OR remains reserved. Any liability in the event of slight negligence is excluded. Any liability in the event of the use of auxiliary persons is excluded.

Any liability of the Agent is excluded:

• For orders from the Principal maintained despite contrary advice from the Agent, as well as for instructions given directly by the Principal to third parties;
• For services and deliveries carried out by third parties engaged in a direct contractual relationship with the Principal;
• For financial losses resulting from cost overruns or failure to meet deadlines and/or delivery dates.

Furthermore, within the framework set by law, any liability related to loss of profits and damages resulting from loss of data is excluded. All complaints that could give rise to liability claims against the Agent must be reported immediately in writing to the Agent.

Service rates are listed in the service offers. Prices are expressed in Swiss francs (CHF) and are exclusive of taxes. Invoices are payable within 30 days of the invoice date. In the event of late payment, penalties may be applied in accordance with applicable legal provisions.

Billing for time-based services is monthly. For fixed-price services, billing occurs after completion or according to the established payment plan.

A 100% increase is applied for night work, weekends and public holidays.

A flat rate of 8% of the remuneration amount will be charged for additional expenses incurred in Switzerland. The additional costs include the following services:

• All travel costs on public transport (including taxis) within Switzerland
• Car travel costs up to 50 km per day
• Meal allowances
• Shared use of IT infrastructure and meeting rooms at DatArt sites
• Project/work implementation equipment
• DatArt tools and templates.

Car travel costs for distances exceeding 50 km per day will be charged at 70 cents/km.

• Mandate Contract : May be terminated at the end of the mandate or with one month's notice in the event of proven impossibility of continuing the contract. Any form of prejudice will be dealt with in accordance with the Code of Obligations.
• Support or Maintenance Agreement (SLA) : May be terminated by either party with three months' notice.

All documents related to the order, such as studies, planning documents, protocols, calculations, etc., which are transmitted between the Principal and the Agent, may only be used by the recipient within the sole framework of the order agreed by contract and must be treated in the strictest confidence. In the event that disclosure to third parties proves necessary for the proper execution of the order, this provision must be imposed on the third parties concerned.

If, during the preparation or execution of the order, a contractual partner becomes aware of facts which he knows to be confidential in nature, or if he is led to infer this confidential nature from the context, then he is obliged to respect this condition of confidentiality even after the termination of the contractual relationship.

The Agent represents the Principal in a legally binding manner towards third parties, such as administrative departments, companies, suppliers or engineers, insofar as activities directly related to the execution of the order are involved.

For any legal precaution or order having significant implications in terms of time, quality or costs, the Agent is required to seek the opinion of the Principal.

As a general rule, the Principal does not transmit any direct instructions to third parties. If this is the case, the Principal is required to inform the Agent in detail. The Agent then informs the Principal of the consequences of his instructions and advises him to abandon them in the event of an inappropriate order.

By paying the fee, the Principal grants itself the right to use the results of the work carried out by the Agent for the agreed purposes. Any use beyond the scope of the order is prohibited, in order to protect the work and know-how of the mandated entity.

The framework for using the results of the work is described in the contract between the Principal and the Agent. In certain cases, the good match between the remuneration and the intended use of the work may be retained as another evaluation criterion.

The Agent retains full ownership of the intellectual property rights to its production, unless another rule has been expressly established in the contract. The intellectual property rights relating to the results of the work carried out jointly by the Principal and the Agent are jointly owned by both parties. The concept of "intellectual property rights" includes, in particular, copyright and the rights to use and further exploit the results of the work.

The Agent only publishes his or her work with the express consent of the Principal and in accordance with the latter's interests. In return, the corresponding publications made by the Principal must be subject to the Agent's approval. In this case, it is mandatory to mention the role played by the Agent.

Unless expressly indicated otherwise by the client, the Agent reserves the right to use the mandate entrusted by the client as a reference in its commercial and marketing communications. This may include, but is not limited to, mentioning the client's name, a general description of the mandate, and the results obtained. The client may at any time inform the Agent of its wish not to be mentioned for this purpose by sending a written notification to This email address is being protected from spambots. You need JavaScript enabled to view it..

If, during the preparation or execution of the order, a contractual partner becomes aware of facts which he knows to be confidential in nature, or if he is led to infer this confidential nature from the context, then he is obliged to respect this condition of confidentiality even after the termination of the contractual relationship.

The transfer of the contract, rights or obligations requires the written consent of both parties. The Agent may transfer or assign contracts or requirements to third parties without the Principal's authorization for collection.

If software is included, the Agent grants the Principal a non-exclusive, non-transferable right to use the software. Sublicensing and use on more than one computer system are prohibited. Duplication is permitted only for backup and intended use. No modification or decompilation without the Agent's consent is permitted. The warranty and liability for the software follow the same conditions as those stipulated for the services.

The parties undertake not to poach, hire, or employ any person involved in the performance of the work during the term of the contract and for one year after its termination. The Agent reserves the right to charge an amount of CHF 50,000 in the event of poaching by the Principal.

The Agent may amend its General Terms and Conditions at any time and will inform the Principals in advance. If the amendments are disadvantageous to the Principal, the Principal may terminate the contract without financial consequences before the amendments are implemented.

If any provision of the Agreement is found to be invalid, void or unenforceable, the validity of the remaining provisions shall not be affected. The parties undertake to replace the invalid provision with a valid and enforceable provision that is as close as possible to the original intention.