1. Scope of Application
1.1 Illizeo Sàrl (hereafter known as Illizeo) provides web-based human resources administration and recruitment software (hereafter also known as Illizeo) targeted towards all sized enterprises, primarily for managing personnel data, via the « Illizeo » website.
1.2 These General Terms and Conditions (hereafter referred to as « GTC ») apply to all user agreements (hereafter referred to as « contracts ») formed between Illizeo and customers who do not qualify as consumers or other applicable laws, via the « Illizeo » platform.
1.3 Any differing terms and conditions from the customer will not be applicable to contracts unless Illizeo expressly consents to their usage in a written agreement.
2. Contract Establishment between Customer and Illizeo, Trial Period
2.1 The proposal to use the specific web-based software on Illizeo doesn’t constitute a binding agreement from Illizeo.
2.2 To use Illizeo’s software, a customer account must be created. This involves providing the required data and a password. Upon account creation confirmation, the customer submits a definitive offer to form a free trial contract for the software. Illizeo can accept this by providing account access or sending an email with login details for the created account.
2.3 Upon forming a free trial contract as per paragraph 2.2, Illizeo authorizes the customer to use the software exclusively for a 30-day trial period. Each customer is allowed only one trial period, which can be extended upon request, at Illizeo’s discretion. After the trial period, the account will be blocked, and no automatic conversion to a fee-based software contract occurs.
2.4 Post the trial period as per paragraph 2.3, customers can form a fee-based contract with Illizeo for software use. Customers can choose between software versions (« All Exclusive », « As you Want », « Sélective ») – with varying additional features and/or add-ons for a predefined maximum employee count.
2.5 To form an offer and conclude a monthly billed fee-based contract, the contract is created in the account itself. The customer must select the suitable software version, confirm selection, and provide company name, billing address, and credit card details. By confirming and sending this information, the customer forms a contract with Illizeo for fee-based software use with monthly billing.
2.6 To form an annual billed fee-based contract, upon request, Illizeo’s sales team creates a corresponding written or text-based offer. This is accepted by the customer through written or text-based confirmation or verbally, at latest, however, by invoice payment.
3. Provided Services and Modification of Versions
3.1 During the contract period, Illizeo offers the customer access to the chosen version of software on a Software-as-a-Service (SaaS) basis via the internet. The functional scope for the booked software version, including any extra features, stems from the descriptions given under « Prices » and « Functions » on the Illizeo website. Other services are not included in the (fee-based) software use contract. Such additional services can be provided by Illizeo based on a separate offer.
3.2 Unlimited scope extra features may only be used to an appropriate extent (« Fair Use »), especially to maintain functionality and service provision effectiveness for all users. In doubt, inappropriate use is considered when said use – depending on the maximum manageable employee count for a given software version – surpasses three times the monthly use of the additional functionality. Nonessential use is also deemed inappropriate. If the Fair Use principle is violated, Illizeo reserves the right to limit the customer’s use of the additional functionality after proper notification. If quotas are provided for additional services, these remain valid even with a change in software version; unused quotas may not be carried over to the next billing period.
3.3 The Software enables data exchange with third-party systems (« Third-Party Systems ») via interfaces (« Integrations »). The Illizeo website provides an overview and description of all available Integrations (« Marketplace »), whose availability to the customer may depend on the software version and additional functionalities booked by the customer. Illizeo reserves the right to makes changes to the offered Integrations, especially in cases where these are modified or discontinued by third parties.
3.4 In principle, the customer can switch between the offered versions of the software and the maximum number of employees manageable by a version at any time with effect from the date of the customer access adjustment by Illizeo. The resulting remuneration arises from clauses 7.7 and 7.8 of the General Terms and Conditions.
3.5 Customers with a contract for a fee-based use of the software with monthly billing can make this version adjustment directly in the account. Customers with a contract for a fee-based use of the software with annual billing must contact Illizeo’s customer service for the version adjustment. If the customer changes into a version with larger scale features or a larger manageable employee count during a current billing period, they may use the additional software features or manage a larger number of employees from the date of the customer access adjustment by Illizeo. If the customer changes to a version with a lower scale of features or a smaller manageable employee count, they may only use reduced software features or manage a smaller number of employees from the date of the customer access adjustment by Illizeo.
4. Availability and Disruption Response Times
4.1 Illizeo guarantees an annual average of 99% availability for the software provided on a SaaS basis. This excludes times when the server cannot be accessed due to technical issues beyond Illizeo’s control (such as force majeure, third-party negligence). Also excluded are planned maintenance works (e.g., software updates) that either occur outside regular business hours from Monday to Friday (taking into account public holidays in the location of headquarters) between 9:00 am and 6:00 pm, or were previously announced as per section 4.2.
4.2 Illizeo reserves the right to interrupt the software availability for maintenance purposes and other technical necessities. Maintenance works are, whenever possible, carried out outside regular business hours from Monday to Friday (taking into account public holidays in the location of headquarters) between 9:00 am and 6:00 pm. If a maintenance action results in more than 30 minutes of software usage interruption during normal business hours, Illizeo will announce this maintenance work via email at least 24 hours in advance. Upon the customer’s request, the announced maintenance work can be postponed if it’s technically and economically feasible from Illizeo’s perspective.
4.3 Any disruption in system availability must be reported by the customer promptly upon becoming aware of it. In case of reports and disruptions leading to a complete software outage received during support hours (Monday to Thursday between 9:00 am and 6:00 pm and Friday between 9:00 am and 5:00 pm considering public holidays in the location of headquarters), Illizeo will strive to ensure a reaction time of four hours from the start of the disruption. For minor errors that don’t result in a total software failure and occur during ongoing operation, Illizeo will aim to respond no later than the next business day after receiving the error message.
4.4 For error reports received outside support hours, fault rectification begins on the following business day. Delays in fault rectification attributable to the customer (e.g., due to the unavailability of a customer contact or late disruption reporting) are not counted towards the fault rectification time.
5. Customer’s Collaborative Responsibilities
5.1 The following participatory services are essential obligations (« primary obligations ») of the customer, not merely secondary duties or responsibilities.
5.2 During the trial period, as per sections 2.2 and 2.3, the customer is obliged to assess the software’s features and overall state, notifying Illizeo about any possible defects or deviations from requirements before entering into a paid contract for software usage. The customer cannot invoke defects or deviations that were known or present during the trial period but were not reported before the conclusion of a paid contract for software usage.
5.3 The customer is required to designate a competent point of contact and a deputy, who are authorized to make or facilitate immediate decisions needed for the contractually agreed performance of services. The customer must promptly notify Illizeo of any changes to the contact person (including deputy).
5.4 The customer bears sole responsibility for the content and data processed within the software. The customer agrees to use Illizeo’s software only in accordance with the contract and applicable laws, and not to infringe any third-party rights during use. The customer will promptly notify Illizeo, preferably in writing, about (i) misuse or suspected misuse of the contracted service; (ii) a risk or suspected risk to data protection or data security within the scope of the contracted service; (iii) a threat or suspected threat to the service provided by Illizeo (e.g., loss of login details or hacker attack).
5.5 The customer must ensure the technical requirements themselves.
5.5.1 The responsibility for connecting to the Internet with sufficient bandwidth and latency lies with the customer.
5.5.3 The customer is responsible for implementing up-to-date IT security measures within their organization and for their employees. This includes, but is not limited to, installing and regularly updating common antivirus software on the employees’ laptops, computers, or other mobile devices, ensuring the assignment and regular updating of secure passwords for the Illizeo account and for the employees’ laptops, computers, or other mobile devices in accordance with recognized security standards and employing appropriate mechanisms such as two-factor authentication, automatic inactivity blocking, firewall, etc.
5.5.4 The customer is also required to maintain the confidentiality of the identification and authentication data assigned to their users, as well as interface login data. This includes, for example, ensuring an organizational and possibly technical ban on password disclosure and the use of so-called « shared accounts ». The prohibition of « shared accounts » applies to the Illizeo account.
5.5.5 Moreover, the customer must ensure the security of the internet connection used, particularly preferring company-owned over public Virtual Private Networks (VPN), as well as using VPN connections in public networks.
5.6 The customer is responsible for the professional setup and management of the account, regardless of whether Illizeo assists the customer in account setup in any form. This includes: (i) professional account setup, especially data migration and process and product configuration; (ii) technical setup of Integrations in the Illizeo Account and in the Third-Party System, such as determining whether certain data fields should be transferred or how customer-specific values from multi-selection fields should be assigned; (iii) verification of the correct functioning of the Integration based on test cases before productive use; (iv)the technical integration of interfaces on the customer’s side as per the specification of incoming and outgoing data, including API key input and the activation of interfaces in the Third-Party System; (v) the administration of the account, particularly user and role creation and the assignment of account access.
5.7 The customer must promptly notify Illizeo in writing about any service disruptions (defects in the services, lack of availability) and provide understandable information about such disruptions. In the event of service disruptions, the customer will support Illizeo to a reasonable extent in identifying and rectifying errors. Illizeo is entitled to suggest temporary error-avoiding measures to the customer and rectify the actual cause later by adjusting the Illizeo software, provided it is reasonable for the customer.
6. Licensing Rights
6.1 Illizeo provides the customer with a non-exclusive, simple, non-transferable, and time-limited right to use the booked software, the duration of which aligns with the term of the (paid) contract. For usage rights related to Third-Party Systems and Partner Integrations, the terms set by the respective provider will apply.
6.2 The customer commits to using the software in accordance with the contract and not to offer it for use to third parties. When booking the functionalities of the enterprise version, the usage rights extend to the customer’s affiliated companies/holding companies/subsidiaries within the relevant applicable corporate law provisions.
7. Pricing, Payment Method, and Payment Terms
7.1 Prices listed on Illizeo’s website at the time of order will apply. All prices stated are monthly net prices In Swiss Francs, plus applicable sales tax where necessary. The monthly remuneration for the use of the software can depend on the following elements (“Order Parameters”), displayed during the order process:
7.1.1 The chosen package size, i.e., the maximum number of intended customer employees to be managed,
7.1.2 The selected software version (All Inclusive, As you Want, Sélective), often referred to as “Plan” or “Package”,
7.1.3 The Other Options (if applicable),
7.1.4 Any additional add-ons ordered,
7.1.5 Any additional functionalities ordered that require payment (if not included already),
7.1.6 Any paid Illizeo Integrations ordered.
7.2 The customer can choose between monthly or annual billing, and all payments are due in advance upon invoicing.
7.3 For monthly billing, the billing period begins on the contract commencement day for the software’s paid usage through the account and ends after one month. Payments for software usage contracts with monthly billing will be made monthly in advance by credit card or invoice. The credit card will be charged on the due date. Illizeo reserves the right to validate the card, transaction debit limit, and address details. Illizeo can refuse the credit card as a payment method for a significant reason. In the case of monthly billing, an invoice will be provided to the customer in their profile for retrieval by Illizeo and sent via email.
7.4 For annual billing, the billing period starts from the day the account is activated and ends after one year. The invoice amount results from the 12x monthly remuneration for the ordered software (section 7.1), minus the website-noted discount by Illizeo for annual prepayment. Illizeo will activate the customer’s access as agreed with the customer and stated on the invoice for one year initially. Payments for software usage contracts with annual billing generally should be made by bank transfer annually in advance. In the case of annual billing, a 12-month invoice will be emailed to the customer electronically. Payment is due 10 days from the invoice date.
7.5 If a debit return occurs (due to lack of account coverage, account expiry, unauthorized account holder objection, or incorrect account data entry), the customer authorizes Illizeo to submit the debit for the due payment obligation once again. In such a case, the customer must cover the costs stemming from the returned debit. Further claims are reserved.
7.6 If changes in the Order Parameters (section 7.1) result in an increase in the price category of the version with monthly billing, Illizeo will invoice the difference between the prepayment already made and the changed price until the end of the billing month either immediately or with the next invoice for the following billing month. If the price category of the version with monthly billing decreases due to changes in the Order Parameters (section 7.1) during the billing period, the customer is not entitled to a (proportional) refund of the prepayment already made.
7.7 If changes in the Order Parameters (section 7.1) result in an increase in the price category of the version with annual billing during the billing period, Illizeo will additionally invoice the difference between the prepayment already made or the amount already billed and the amount based on the changed price up to the end of the annual period (proportional daily billing). If the price category of the version with annual billing decreases due to changes in the Order Parameters (section 7.1) during the billing period, the customer is not entitled to a (proportional) refund of the prepayment already made.
7.8 In the event of a customer payment default, provided no payment has been made even after a one-calendar-week deadline post the due date, Illizeo is entitled to immediately block the customer’s access to the software. Illizeo will notify the customer of this impending block, setting an additional deadline of one calendar week. In this case, the customer remains obligated to continue paying the agreed remuneration plus any due default interest. The customer cannot claim any damage caused by blocking access to the software from Illizeo. Besides this, Illizeo holds no right to block software access. In addition, in case of delay, the legal provisions of other relevant fees may apply.
8. Contract Commencement, Minimum Duration, and Termination
8.1 Upon receipt of their access data, the customer begins a free 30-day trial period (see sections 2.2 and 2.3). This trial period does not automatically extend upon completion. After the trial period ends, the customer can decide whether they wish to enter into a contract for the paid use of the software.
8.2 For contracts involving paid usage of the software with monthly billing, a minimum duration of one month applies. After this minimum duration expires, the contract extends in one-month increments, unless the customer cancels the contract before the start of the extension period.
8.3 For contracts involving paid usage of the software with annual billing, a minimum duration of one year applies. After this minimum duration ends, the contract extends in one-year increments, unless the customer terminates the contract with a three-month notice period before the start of an extension period. For extending contracts on the paid use of the software with annual billing, Illizeo will provide a new annual invoice to be transferred to the customer at the latest at the beginning of the new extension period.
8.4 Illizeo reserves the right to terminate paid contracts for the use of the software with a two-week notice period for monthly billing, and a three-month notice period to the end of the respective billing period for annual billing.
8.5 The right of both parties to terminate the contract for a compelling reason (“important reason”) remains unaffected.
8.6 Termination notices must be provided in a textual format. The customer’s account will be locked once the termination takes effect.
9. Liability Limitations
9.1 Statutory Liability for Paid Services: For paid services, Illizeo is liable according to legal stipulations for damages resulting from the injury of life, body, or health, and for any other loss due to a breach of duty arising from intentional misconduct, gross negligence, or fraudulent intent. Moreover, Illizeo is also liable according to statutory provisions towards customers with fee-based contracts for the use of the software for damages covered by liability under mandatory statutory provisions, such as the assumption of guarantees, fraudulent concealment of a defect, or according to the Product Liability Law. Guarantees by Illizeo are only given in written form and are only to be interpreted as such if they are specifically referred to as a « guarantee ».
9.2 Liability Limitations for Paid Services: In cases of slight negligence for paid services, Illizeo is only liable for damages caused by Illizeo and which arise from essential breaches of duty that endanger the fulfillment of this contract or breaches of duties whose observance enables the proper execution of this contract in the first place and upon whose compliance the customer may rely (so-called cardinal obligations). In these instances, Illizeo’s liability is limited to typically foreseeable contractual damages. Liability for slight negligent violation of non-cardinal obligations is excluded unless Illizeo is liable by law (see Section 9.1 sentence 2).
9.3 Liability for Free Services: For free services (e.g., within the test period), Illizeo is only responsible for damage based on wilful intent, gross negligence, and fraudulent intent. This liability limitation does not apply to damages resulting from injury to life, body, or health, for which Illizeo is liable without limitation.
9.4 Claims Against Third Parties: The liability limitations in clauses 9.1 to 9.3 also apply to claims against executive employees, employees, other agents, or subcontractors of Illizeo.
10. Privacy and Confidentiality
10.1 Illizeo collects and uses the customer’s personal data solely within the confines of the applicable statutory provisions. To this end, the contracting parties shall establish an agreement to the necessary extent of the currently applicable provisions.
10.2 Neither contracting party is permitted to disclose the confidential information of the other party to third parties without explicit consent (at least in textual form). This applies to both customers with contracts for free usage and those with fee-based usage. Any information, whether written or verbal, that (i) is by its nature confidential or subject to secrecy or (ii) that the receiving party must recognize as confidential and subject to secrecy due to extraordinary circumstances. Confidential information notably includes product descriptions, specifications, and prices. Both contracting parties agree to use confidential information solely for purposes agreed upon in the contract. Both parties will exercise at least the same level of caution as they would with their own confidential information. These precautions should, at the very least, be sufficient to prevent disclosure to unauthorized third parties. Additionally, both parties are obligated to prevent the unauthorized disclosure or use of confidential information by their customers, employees, subcontractors, or legal representatives. The parties will inform each other in writing of any misuse of confidential information. The aforementioned obligation does not apply to information that (i) was known to the other party before transmission and without an existing confidentiality agreement, (ii) is relayed by a third party not subject to a similar confidentiality agreement, (iii) is publicly known otherwise, (iv) was independently developed without using confidential information, (v) is authorized for publication in writing, or (vi) is compelled to be transmitted due to a court order or authority provided that the affected party is timely informed to take legal protection measures. Furthermore, the confidentiality obligation extends beyond the contract term and remains in effect for twelve months following the contract’s effective termination date.
11. Right to Modifications
11.1 Illizeo reserves the right to alter these general terms and conditions at any point, or to modify regulations for the use of any newly introduced supplementary services or features of the software. Changes and amendments to the general terms and conditions will be notified to the customer by email to the registered email address no less than four weeks before the planned implementation date. If the customer does not object to the amendment in textual form (e.g., letter, no fax, email) within a period of two weeks, beginning with the day after the amendment’s announcement, their consent to the change of the general terms and conditions will be considered granted. Illizeo commits to separately indicate in the amendment announcement the possibility of objection, the deadline for an objection, the requirement for textual form, and the implications or consequences of failing to object.
11.2 Illizeo retains the right to modify the software or offer differing functionalities, as long as these changes or deviations are not unreasonable for the customer. If the provision of a modified software version or a change in the software’s functionality results in a significant alteration to the customer’s supported workflow and/or constraints in usability of previously generated data, Illizeo will announce this to the customer in textual form at least four weeks prior to the change’s effective date. If the customer does not object to the change in textual form within two weeks of receiving the change notification, the change will become part of the contract. Illizeo will alert the customer to the aforementioned objection period and the legal consequences of its expiration in the event of not seizing the opportunity to object in every change announcement.
11.3 Illizeo also reserves the right to modify the software or offer differing functionalities (i) to comply with the law applicable to such services, especially if the legal situation changes; (ii) to comply with a court order or decision addressed to Illizeo; (iii) to eliminate security vulnerabilities of the software; (iv) due to substantial changes in the services or contractual conditions of third-party providers (e.g., Integration Partners) or subcontractors (e.g., in the case of additional functionalities); or (v) if predominantly beneficial to the customer. Illizeo particularly reserves the right to restrict or discontinue the provision of additional functionalities or integrations if the technical partners for these additional functionalities or the providers of the third-party systems significantly change or limit their services or terms of service and Illizeo can no longer reasonably be expected to continue providing the above, such as if the additional expense due to Illizeo’s involvement would be disproportionately high. In the case of annual billing, the customer will receive a pro-rata reimbursement of fees paid in advance, provided that the additional functionality or integration was billed separately.
11.4 Illizeo is entitled to adjust the prices for the fee-based contractual services to offset personnel cost or other cost increases annually in a reasonable amount. Illizeo will announce these price adjustments and the effective date of the price adjustments to the customer in textual form. The price adjustments shall not apply to the periods the customer has already paid for. If the price increase exceeds 5% of the previous price, the customer may object to this price increase within two weeks from notification. A change in the price resulting from a change in the scope of features or the number of employees to be managed shall not be considered a price adjustment within the meaning of this section 11.4.
11.5 If the customer objects to a change as per this section 11 within the proper form and time, the contractual relationship will continue under the previous conditions. In this instance, Illizeo reserves the right to extraordinarily terminate the contractual relationship with a notice period of one month.
11.6 Amendments to these general terms and conditions must be made in textual form. This also applies to the waiving of the requirement for textual form itself.
12. Concluding Provisions
12.1 Should any individual provisions of the general terms and conditions not become part of the contract in entirety or in part, or should they become ineffective, the remaining contract remains valid. If provisions have not become part of the contract or are ineffective, the content of the contract will be guided by statutory provisions.
12.2 The contractual relationship between the parties is exclusively subject to Swiss laws, with the express exclusion of the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction for all disputes arising from and/or connected with this contractual relationship between Illizeo and the customer is, as far as legally permissible, Illizeo’s place of business.
12.3 For the contract’s conclusion, the customer has at least the English language versions at their disposal, accessible on the Illizeo website.