Version 09-2025

Context

Purpose of these General Terms and Conditions of Sale

These General Terms and Conditions of Sale (hereinafter the “GTC”) aim to define the terms and conditions applicable to the access, use and provision of services offered by the company Illizeo, including its human resources management software solution accessible in SaaS mode (“Software as a Service” or “Software”), as well as all associated services provided to the customer (hereinafter the “Services”).

Nature of services provided by Illizeo

Illizeo develops and markets a modular HR platform enabling companies to digitize and automate their internal processes, including, without limitation:

• personnel administrative management (Core HR);
• time and absence management;
• employee onboarding and offboarding;
• pre-payroll;
• expense reports;
• HR document management;
• HR indicators via a People Analytics module;
• alerts, workflows and roles based on permissions.

The solution is provided exclusively online, via a secure infrastructure hosted in Switzerland.

Contractual scope

These GTC govern the contractual relationship between Illizeo and any professional customer subscribing to one or more services of the platform, whether it be a standard subscription or a personalized service.

They apply to the exclusion of all other general or specific conditions emanating from the Customer, except with Illizeo’s express, prior and written agreement.

Any supplementary document such as a quote, commercial offer, purchase order, technical annex or data processing agreement (DPA), accepted by both Parties, complements and specifies the provisions of this document. In case of contradiction, the specific provisions shall prevail over these GTC.

Acceptance

The creation of an account on the Illizeo platform, the signing of a quote, or the start of use of the Software constitutes full and unreserved acceptance of these General Terms and Conditions of Sale.

Conclusion of contract and trial period

Account creation and access to free trial

Access to the Illizeo software requires prior creation of an account (“Account”). By creating an Account, the customer submits a firm request to subscribe to a free trial period. Illizeo may, at its sole discretion, accept this request by sending by email the login credentials necessary to activate the Account. Once the Account is activated, the customer benefits from a free right to use the Software for a period of 30 days (“Trial Period”). This period is limited to one trial per customer. Illizeo may extend this trial period exceptionally. At the end of the trial, the Account is automatically deactivated, unless a paid offer is subscribed to.

Subscription to a paid offer

At the end of the trial period, the customer has the option to subscribe to a paid contract for the use of Illizeo’s Software and/or Services. Several packages are offered, including complementary modules, for a defined maximum number of users.

Contract conclusion procedures

The paid contract can be concluded in two ways:

(a) directly from the Illizeo Account interface, by selecting the desired modules and completing the contractual information, with confirmation by Illizeo;

(b) by requesting a quote in writing (including by email) and accepting it by signed return or formal agreement.

Scope of services and software

Access to features during the contract term

Illizeo makes available to the customer the Software as well as the contractually subscribed Services throughout the duration of the subscription. The functional scope of the Software, as well as the nature and content of the Services provided, are described in the commercial documentation available on the Illizeo website or specified in an individualized commercial proposal, quote or accepted order (hereinafter referred to as the “Service Description”).

Fair use principle

Certain features or components of the Software offering potentially unlimited use (e.g.: electronic signature, OCR, API connectors, massive report generation) are subject to fair use as defined by Illizeo (“Fair Use Principle”). This principle aims to ensure equitable availability of resources for all users. In case of excessive or non-compliant use, Illizeo reserves the right, after prior notification to the customer, to temporarily or permanently restrict access to the feature concerned.

Integrations with third-party systems

The Illizeo Software allows data exchange with external information systems (“Third-Party Systems”) via specific interfaces (“Integrations”). A list of available Integrations, as well as their description, is presented on the Illizeo website or communicated in the offer. Some Integrations are developed, maintained and supported directly by Illizeo (“Illizeo Integrations”), while others are provided by independent third-party publishers (“Partner Integrations”), under their sole responsibility.

The use of an Integration is strictly limited to data exchange with the explicitly designated Third-Party System. Partner Integrations are not considered an Illizeo Service. Their operation, availability, technical support, pricing and duration are governed exclusively by the contract between the customer and the publisher of the relevant Third-Party System. Illizeo disclaims all responsibility with regard to these Partner Integrations. It is the customer’s responsibility to have the necessary access rights and licenses for the use of the connected Third-Party System and to ensure its proper functioning.

Modifications to subscribed scope

The customer may, at any time, modify their subscription by choosing another Software package, modifying the maximum number of authorized users, or adding/removing optional modules. Any request for upgrade (e.g.: adding users or modules) takes effect immediately on the date of confirmation by the customer, and is subject to additional billing without delay or according to the terms provided in the contract. In case of scope reduction (downgrade or module deletion), the notice periods specified in sections 7.2 and 7.3 of these GTC apply. No pro rata temporis refund will be granted to the customer in case of subscription reduction during the period.

Suspension of access to the Software

Without prejudice to other rights or remedies, Illizeo may temporarily suspend, without compensation, all or part of access to the Software and Services in the following situations:

(a) if Illizeo reasonably believes that: (i) a technical threat, cyberattack or event compromises the security or stability of the Software, or creates a risk for the customer or a third party; (ii) the customer’s use of the Software disrupts the proper functioning of the platform or constitutes a risk to its security; (iii) the customer manifestly exceeds the limits of the Fair Use Principle;

(b) if an invoice remains unpaid for more than thirty (30) days after due date, and the customer does not regularize the situation within five (5) days after notification.

Where possible, Illizeo will inform the customer in advance of any suspension, and will communicate the conditions for service resumption once the causes are resolved.

Availability

Availability commitment

Illizeo undertakes to ensure Software availability of at least 99% on a rolling annual basis, excluding planned interruptions or those beyond its control. Availability is calculated based on the cumulative accessibility time of the servers hosting the platform.

The following are expressly excluded from this calculation:

• periods of unavailability resulting from force majeure or failures attributable to external infrastructure providers (internet access providers, datacenters, hosting providers, etc.);
• planned maintenance operations (including corrective or evolutionary Software updates), provided they are carried out outside working days, Monday to Friday, between 9:00 AM and 6:00 PM (CET/CEST), hereinafter “Standard Business Hours”.

Illizeo endeavors to inform the Customer in advance of any maintenance operation likely to impact service availability.

Incident handling and support hours

Any report of an anomaly or malfunction transmitted outside Standard Business Hours is handled from the following business day.

Diagnosis or resolution times are counted only from actual receipt of a complete and usable ticket, including the elements necessary to identify the problem (screenshots, detailed description, context, reproductions, etc.).

Processing times do not take into account delays attributable to the Customer, particularly in case of:

• unavailability or lack of response from a reference technical contact;
• missing or incomplete information in the ticket;
• late reporting of the incident.

Customer obligations

Essential nature of obligations

The obligations defined in this section are considered essential to the proper execution of the Contract. As such, any breach may justify suspension or early termination of the Contract under the conditions provided in Article 7.

Prior verification during trial period

During the Trial Period mentioned in Article 2.1, the Customer is required to conduct a functional evaluation of the Software to ensure it meets their specific needs. It is the Customer’s responsibility to report to Illizeo, in writing (including email), any anomaly, lack of conformity or discrepancy noted compared to the Service Description, before any subscription to a paid offer.

Failing to report during the Trial Period, the Customer cannot subsequently claim malfunctions or limitations already present or identifiable at that stage.

Designation of a reference contact

The Customer undertakes to designate at least one main contact (as well as a replacement) with the skills, powers and necessary authorizations to ensure the contractual relationship with Illizeo. This contact is responsible for decisions relating to administrative, technical, billing and security aspects. Any modification of reference persons must be notified to Illizeo as soon as possible.

Data compliance and lawful use

The Customer is solely responsible for the content, quality, truthfulness and legality of data entered, stored or transmitted via the Software. They undertake to use the Software only in compliance with applicable laws (particularly legislation on data protection and intellectual property) and not to infringe on third-party rights.

The Customer undertakes to inform Illizeo without delay, in writing, of any situation presenting a risk or suspicion of:

• fraudulent or unauthorized use of the Software;
• breach of data security or integrity;
• regulatory compliance failure in the context of Software use;
• loss or compromise of access credentials;
• intrusion attempt or attack (cyberattack, phishing, etc.).

Technical prerequisites at Customer’s expense

The Customer is responsible for maintaining the technical environment necessary for Software use. This includes in particular:

• a stable internet connection with adequate bandwidth and latency;
• use of compatible and up-to-date browsers (Google Chrome, Microsoft Edge, Mozilla Firefox or any other browser validated by Illizeo);
• acceptance of functional cookies essential for navigation and module execution;
• implementation, within their organization, of security measures compliant with current standards (strong authentication, antivirus, rights management);
• strict prohibition of using shared accounts (e.g.: hr@company.com); each user must have their own credentials.

Responsibility in Account configuration and administration

The Customer is fully responsible for the initial setup and ongoing administration of their Account and Illizeo environment, including in cases where Illizeo or a partner has provided technical support. This responsibility covers in particular:

• initial Software configuration (HR parameters, management rules, structures, etc.);
• import and migration of historical data;
• implementation and verification of integrations with third-party systems (API configuration, data mapping, validation tests);
• user creation, role assignment and access and authorization management;
• supervision of proper operational functioning of customized flows and processes.

Usage rights

Granting of Software access rights

Subject to full compliance with contractual obligations, Illizeo grants the Customer, throughout the Contract term, a personal, non-exclusive, non-transferable, non-assignable right of use, limited to the Customer organization’s internal needs, and strictly reserved for the environment and scope defined in the commercial offer.

This right of use is granted only for subscribed modules and services, for the declared number of users, and in compliance with the usage restrictions provided in the Contract.

Any unauthorized use or outside the contractual framework constitutes a violation of Illizeo’s intellectual property rights and may result in immediate suspension of access, without prejudice to liability or compensation actions.

Usage restrictions – Prohibitions

The Customer expressly refrains, without prior written authorization from Illizeo, from:

• allowing access to the Software to third parties outside their organization (including consultants, service providers, subsidiaries, or sister companies), unless otherwise stated in the commercial offer;
• granting, renting, lending, distributing or sub-licensing the Software, in whole or in part;
• proceeding with reverse engineering, decompilation, disassembly or any attempt to reproduce the source code or technical architecture of the solution;
• using the Software to develop or have developed a competing product;
• circumventing security, authentication or access control mechanisms implemented by Illizeo.

Use within a group or network of entities

If the Customer wishes to extend the use of the Software to other legal entities (e.g.: subsidiaries, holdings, affiliated companies), they must inform Illizeo in advance and obtain express authorization. This extension may give rise to a pricing adjustment or signing of an amendment.

Intellectual property

The Software, as well as all its components (interfaces, modules, code, database, documentation, visuals, reports, etc.) remain the exclusive property of Illizeo or its licensors. No provision of these GTC shall be interpreted as an assignment, even partial, of intellectual property rights to the Customer’s benefit.

Anonymized data – Right of use for improvement purposes

Illizeo reserves the right to use in an aggregated and anonymized manner certain data from the use of the Software, solely for the purpose of improving features, optimizing performance, strengthening security or producing general statistical analyses.

No personal or confidential data will be used for this purpose without the Customer’s consent. Data processed in this context is irreversibly de-personalized and does not allow identification of a company or user.

Duration and termination

Choice of contractual duration

The Customer may subscribe to a Software subscription Contract for an initial monthly or annual duration, according to the terms specified in the quote, order or online subscription platform.

Unless expressly stated otherwise in the Offer, the Contract is tacitly renewable at the end of the initial period, for successive periods equivalent to the chosen duration (month or year).

Termination conditions for monthly subscriptions

For monthly renewable contracts, either Party may terminate at any time, subject to fifteen (15) calendar days’ notice before the monthly renewal date.

Any termination notification must be sent in writing, including electronically (email), to the contractually provided contact address.

Termination conditions for annual subscriptions

For annual contracts, early termination must be notified by either Party no later than ninety (90) calendar days before the annual renewal date.

Failing notification within the deadlines, the contract is automatically renewed for a new twelve (12) month period.

Early termination for serious breach

Each Party reserves the right to terminate the Contract as of right, without compensation, in case of serious breach by the other Party of one of its contractual obligations, particularly in case of:

• persistent payment default after formal notice remaining without effect beyond five (5) business days;
• manifest violation of intellectual property rights or Software usage rules;
• non-compliance with confidentiality or data protection commitments.

In all cases, prior formal notice (by registered mail or email with acknowledgment of receipt) must be sent to the defaulting Party, explicitly stating the nature of the breach and the contractual consequences incurred.

Effects of termination – end of usage rights

In case of termination, whatever the cause:

• all access and usage rights to the Software cease immediately on the effective Contract end date;
• the Customer retains, for a period of thirty (30) days from the due date, the possibility to request extraction of their data in a standard usable format, unless a serious contractual breach prevents this restitution.

Illizeo undertakes to delete all hosted Customer data within a reasonable time after Contract expiration, in accordance with the data retention policy specified in the data processing addendum (DPA).

Payment conditions

Billing procedures

The Customer undertakes to pay the Software subscription fees as well as, where applicable, subscribed complementary Services, according to the pricing terms provided in the contractual offer (quote, purchase order, online order).

Unless otherwise stipulated, invoices are issued electronically and sent to the email address provided by the Customer during subscription or made available in their customer area. Payment can be made by bank transfer, direct debit or any other means expressly accepted by Illizeo.

Minimum user commitment (User Commitment)

The number of subscribed users constitutes a contractual commitment for the subscription duration. This minimum number is set when signing the contract and appears in the pricing offer.

In case of adding users during the period, these will be subject to full billing in the current billing period, based on the unit price provided in the initial offer.

No reduction in the number of subscribed users can be applied before the end of the contractual period.

Any upward modification of the contractual scope (users or modules) takes effect immediately on the Customer’s confirmation date.

Exclusion of taxes and tax obligations

All prices mentioned in Illizeo offers are exclusive of taxes. The Customer is solely responsible for payment of all taxes, contributions, levies, duties or governmental charges applicable, except for taxes based exclusively on Illizeo’s revenues.

Billing period for monthly subscriptions

For monthly subscriptions, the billing period begins on the agreed contractual start date, and ends one month later, on the calendar date. Payments are due at each monthly renewal.

Billing period for annual subscriptions

For annual subscriptions, the billing period begins on the contract effective date and extends until the anniversary date of the initial period. An annual invoice is issued on the start date or according to the conditions set in the validated offer.

In case the initial contract duration exceeds one year, billing is adapted accordingly, according to a contractually defined schedule.

Late payments

In case of payment delay exceeding five (5) business days after due date, and after reminder remaining without effect, Illizeo reserves the right to:

• charge late payment interest at the applicable legal rate increased by five (5) points, calculated per day of delay;
• temporarily suspend access to the Software and Services, in accordance with the provisions of Article 3.5 hereof;
• charge flat-rate collection fees under the conditions provided by applicable legislation.

Payment in currency and exchange rate

Subscriptions taken on www.illizeo.com and illizeo.cloud are billed in Swiss francs (CHF).

For information purposes, an approximation of the amount in the customer’s local currency may be displayed on the website and at the time of subscription. This estimate is calculated according to the exchange rate in effect at the time of consultation.

However, these approximate amounts are given for information purposes only and are not contractual. The amount actually debited from the customer’s bank account will depend on the exchange rate and fees applied by their banking institution at the time of debit.

Consequently, discrepancies may exist between the amount displayed for information purposes in local currency and the amount actually debited, which the customer expressly accepts.

Warranty and claims

Scope of warranty

The provisions of this article apply only in the context of a paid contract concluded with Illizeo. In case of free access to the Software (particularly during the Trial Period), any warranty is expressly excluded, except in case of fraud or intentional fault.

Functional conformity warranty

Illizeo warrants that the Software provided is free from material and legal defects substantially affecting its contractual use, and that it conforms to the Service Description throughout the contract duration.

The warranty particularly covers the absence of violations of third-party intellectual property rights in the context of normal Software use by the Customer.

Reporting anomalies

The Customer undertakes to notify Illizeo, as soon as possible and in writing (including by email), of any failure, error or Software malfunction, providing all information necessary for problem analysis (examples: screenshots, reproduction steps, affected users, etc.).

The defect must be documented clearly and precisely to allow effective handling by Illizeo’s support team.

Correction deadlines and defect handling

Upon receipt of a compliant report, Illizeo will endeavor to correct the defect within a reasonable time, according to the severity level and applicable priority rules.

In case of critical failure totally affecting Software access or use (blocking error), Illizeo aims for an initial response within four (4) business hours from the start of the support period following receipt of the report.

In case of minor anomalies or errors with no immediate impact on Software operation, the response time may be extended up to one (1) business day.

Workarounds and temporary measures

Illizeo reserves the right to propose, where applicable, a temporary solution (workaround) aimed at maintaining functional service while awaiting definitive correction of the defect, provided this remains reasonably acceptable to the Customer.

Exclusion of liability for initial defects

Any Illizeo liability for defects present from initial Software provision is excluded, unless these defects are voluntarily concealed or result from intentional breach or gross negligence.

Statute of limitations for claims

Any warranty action or claim relating to a defect must be exercised within a maximum period of twelve (12) months from the date the Customer becomes aware of the defect.

This period does not apply to claims based on fraud, gross fault or infringement of life, physical integrity or personal data protection, for which legal limitation periods remain applicable.

Limitation of liability

Unlimited liability in certain cases

Illizeo remains liable, in accordance with applicable mandatory legal provisions, for direct damages suffered by the Customer resulting from:

• harm to life, physical integrity or health of a person,
• intentional breach (fraud) or gross fault,
• fraudulent concealment of a defect,
• or any liability arising from mandatory provisions, such as Swiss legislation on liability for defective products.

Limited liability in case of simple negligence

Outside the cases listed in Article 10.1, Illizeo’s liability is engaged only in case of breach of an obligation essential to the proper functioning of the Contract (so-called “cardinal” obligation), the violation of which would compromise achievement of the Contract’s main purpose.

In this case, Illizeo’s liability is limited to direct and foreseeable damages, up to the cumulative amounts paid by the Customer during the twelve (12) months preceding the triggering event.

Specific liability exclusions

Illizeo cannot under any circumstances be held liable, under any title whatsoever, for:

• loss of operation, loss of revenue, loss of data or anticipated savings;
• indirect, incidental, special or punitive damages;
• interruptions due to Customer configuration errors or acts of third parties (particularly Partner Integrations or connected systems);
• damages resulting from improper use of the Software, non-compliance with Documentation or use outside the contractual framework.

Extent of limitation

The liability limitations described herein also apply to any action brought against Illizeo’s directors, employees, contractors or subcontractors, in the context of Contract execution.

Data protection and confidentiality

Role of parties in data processing

In the context of Software use, the Customer acts as data controller within the meaning of the General Data Protection Regulation (GDPR – EU 2016/679) and the Swiss Federal Data Protection Act (FADP).

Illizeo acts as processor, within the meaning of these regulations, on behalf of and on documented instructions from the Customer.

Mutual obligations regarding personal data processing are governed by a Data Processing Agreement (DPA) concluded between the Parties, which forms an integral part of the Contract.

Data hosting and location

Illizeo guarantees that all data hosted as part of the service is stored exclusively in Switzerland, in secure and ISO/IEC 27001 certified data centers.

No data transfer outside Switzerland or the European Union will be carried out without the Customer’s prior consent, except legal or contractual obligation duly framed.

Illizeo’s security commitments

Illizeo undertakes to implement all appropriate technical and organizational measures to ensure confidentiality, integrity, availability and resilience of processed data.

In case of personal data breach, Illizeo undertakes to inform the Customer as soon as possible, in accordance with applicable regulations.

Information confidentiality

Each Party undertakes to keep strictly confidential all information, documents, data, exchanges or commercial, technical or financial elements, transmitted or brought to its knowledge in the context of Contract execution, whether identified as “confidential” or whether they should reasonably be considered as such.

This obligation extends particularly to the following elements:

• content of commercial offers, price proposals or pricing grids;
• source codes, algorithms, databases and technical infrastructures;
• information relating to customers, users or employees of the other Party.

Exceptions to confidentiality

The following are not considered confidential, information that:

• was already known to the receiving Party lawfully before its communication;
• became public without fault of the receiving Party;
• was lawfully transmitted by a third party not subject to a confidentiality obligation;
• must be communicated by virtue of a legal, regulatory obligation or court decision, provided the other Party is notified in advance if legally possible.

Duration of confidentiality obligation

The confidentiality obligation applies throughout the Contract duration, and continues for a period of five (5) years following its termination or expiration, unless otherwise agreed or mandatory legal provision.

Contractual evolution

Modifications to General Terms and Conditions of Sale (GTC)

Illizeo reserves the right to modify these General Terms and Conditions of Sale at any time, particularly to take into account:

• evolution of service offers or Software features,
• regulatory or legal changes,
• evolution of market conditions or commercial practices.

Any substantial modification will be notified to the Customer in writing (including by email) at least thirty (30) calendar days before its effective date.

Failing express refusal formulated in writing within fifteen (15) calendar days following this notification, the modification is deemed accepted. The notification will clearly indicate:

• the nature of changes,
• the Customer’s right of opposition,
• the applicable opposition period,
• consequences in case of no response.

In case of refusal, the contract will continue under the old conditions, but Illizeo reserves the right to terminate the Contract with thirty (30) calendar days’ notice.

Software functional evolutions

Illizeo reserves the right to make technical, ergonomic or functional modifications to the Software, including through updates, evolutions or improvements, provided these modifications:

• aim to strengthen security, stability or solution performance;
• enable better compliance with applicable legislation;
• do not significantly alter the Customer’s use of the Software.

Any major modification with significant impact on the Customer’s workflows or data will be subject to prior written information at least four (4) weeks before its implementation.

The Customer will then have two (2) weeks to notify their opposition. In case of refusal, Illizeo may terminate the contract according to the conditions provided in Article 7.4.

Evolution imposed by third party or legal framework

Illizeo may modify its Services or features without delay if necessary to:

• comply with a court decision, injunction from an administrative authority or evolution of applicable law;
• respond to a critical security flaw or major security incident;
• integrate or remove an Integration or feature dependent on a third party (publisher, partner, API, etc.), in case of modification or service termination by the latter.

In these exceptional cases, Illizeo will inform the Customer as soon as possible, and will propose, when technically feasible, a replacement solution.

Price revision

Illizeo may proceed with annual price revision to take into account evolution of production, salary or technical costs, provided the Customer is informed with a minimum notice of thirty (30) calendar days.

Any increase exceeding five percent (5%) compared to the previously applicable price may be refused by the Customer, provided this refusal is notified in writing within fifteen (15) days. In case of refusal, the provisions of Article 12.1 apply.

Form of contractual modifications

Any modification to these GTC, not provided for in the above articles, must be subject to written or electronic agreement (signature, validation, or formal consent) between the Parties.

Final provisions

Form of notifications

Unless otherwise stipulated herein, any notification, request or declaration relating to Contract execution or termination must be formulated in writing. This requirement is met by sending:

• postal mail,
• email to the contractual contact address,
• or via a secure space on the Illizeo platform, where applicable.

Proof of actual receipt is the responsibility of the sending party.

Autonomy of contractual provisions

If one or more clauses of these GTC were to be declared null, inapplicable or unenforceable, in whole or in part, by a competent court, the other clauses would retain their full validity.

The affected clause would then be deemed replaced by a lawful provision reflecting as closely as possible the Parties’ initial intention.

Applicable law

This Contract is exclusively subject to Swiss substantive law. Application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

Competent jurisdiction

Any dispute relating to the validity, interpretation, execution or cessation of the Contract, which the Parties cannot resolve amicably, shall be submitted to the exclusive jurisdiction of the courts of the Canton of Vaud (Switzerland), subject to a contrary mandatory provision.

Entire agreement

These GTC, supplemented by any quotes, orders, amendments, technical annexes and DPA, constitute the complete agreement between the Parties, to the exclusion of any other document, verbal or prior written commitment.

Reference language

In case of interpretation divergence between a translated version and the French version of these GTC, only the latter shall prevail.