Scope and Contract Conclusion
Version 09-2025
Article 1 – Scope and Contract Conclusion
1.1 These General Terms and Conditions of Professional Services (“GTC”) govern the provision of support services offered by Illizeo (“Illizeo”) to its professional clients (“the Client”), in the context of using its HR solution in SaaS mode (“Illizeo Software”). These services may include, without limitation: consulting or training services, assistance with configuration or implementation of the Software, merger or separation of client accounts, data migration, or any other service expressly agreed in writing between Illizeo and the Client (including by email) (hereinafter referred to as “Professional Services”).
Subject to these GTC, Illizeo undertakes to provide Professional Services as defined in an order or contract concluded between Illizeo and the Client, whether within the framework of the main subscription contract to Illizeo Software or a specific contract dedicated to Professional Services (“the Order”).
These GTC supplement, where applicable, the General Terms and Conditions of Sale (“GTS”) applicable to the main contract. In case of contradiction between the GTC and the GTS, these GTC shall prevail for everything concerning Professional Services.
1.2 Any contractual or general condition emanating from the Client, and derogating from these GTC, will only be applicable if expressly accepted in writing by Illizeo.
1.3 The contract relating to Professional Services is deemed concluded as soon as both parties have formalized their agreement on an Order, whether by signature, electronic acceptance, email or any other form of express validation agreed upon (including oral or telephone, followed by confirmation).
Article 2 – Professional Services
2.1 Professional Services provided by Illizeo are exclusively those described in the Order and, where applicable, in any supplementary documentation or service description expressly attached to it. No other service shall be due outside of those specifically agreed in writing.
2.2 Unless otherwise expressly and in writing provided in the Order, commitments relating to execution deadlines, planning or workload and cost estimates are given as an indication and have no contractual value. They cannot constitute an obligation of result or a firm commitment by Illizeo.
2.3 Service descriptions communicated within the framework of Professional Services are solely intended to specify the nature and scope of expected services. They do not in any way constitute a guarantee in the legal sense, except for explicit written mention specifying that it is a “contractual guarantee”.
2.4 When Illizeo provides, within the framework of its services, recommendations relating to regulatory provisions (such as tax obligations, personal data protection rules, or consent mechanisms), or makes available documents or templates with legal scope (for example role and authorization structures), these elements are provided strictly for information purposes. Illizeo does not act as legal counsel, and in no way guarantees the legal compliance of these elements, particularly with regard to labor law, tax law or GDPR. It is the Client’s responsibility to verify the compliance of these contents with their own legal counsel or any qualified expert.
Article 3 – Client Duties and Obligations
3.1 Proper execution of Professional Services provided by Illizeo relies on the Client’s active collaboration. As such, the Client undertakes to transmit, within required deadlines and completely, all information, documents, access and content necessary for service performance (for example: data to import, specific configurations, organizational constraints). It is also their responsibility to report without delay any circumstance likely to impact proper Service execution.
3.2 Within the framework of data migration, the Client is responsible for prior completion of complete and secure backups of their data. Illizeo cannot be held responsible for data loss attributable to the absence of such backups.
3.3 The Client remains solely responsible for the accuracy, consistency and updating of content and data provided. Illizeo has no obligation to verify or maintain the information entered or transmitted by the Client up to date, except for express mention in the Order.
3.4 In case of anomaly or malfunction affecting Services, the Client undertakes to notify Illizeo immediately by providing precise and complete information enabling rapid identification and resolution of the problem. This information includes in particular the date, time, affected functionalities and the context of defect appearance.
3.5 Additional collaboration obligations may be defined in the applicable Order or in specific annexes. The Client undertakes to comply with them diligently.
Article 4 – Usage Rights for Deliverables Produced within the Framework of Services
Insofar as deliverables or results protected by intellectual property rights are produced within the framework of Professional Services execution by Illizeo, and unless otherwise specified in these Terms or in the applicable Order, Illizeo grants the Client a non-exclusive, non-transferable and non-sublicensable right of use, limited to use within the strictly defined framework of contractual purposes.
In case of doubt, this right is limited to internal use, within the framework of the Client’s own business activities.
Article 5 – Payment Terms
5.1 All Professional Services provided by Illizeo are invoiced based on time spent, unless otherwise expressly mentioned in the relevant Order. Hourly rates indicated in said Order apply.
5.2 In case of agreed package, Illizeo undertakes to perform Services provided in the Order for the specified fixed amount.
5.3 Unless otherwise stated, packages are invoiced upon Order validation. In case of time-based invoicing, Illizeo will issue invoices regularly, in principle at the end of each calendar month. Each invoice will include a detailed activity report mentioning the period, duration and nature of services performed. Invoicing is done in 15-minute increments. Illizeo reserves the right to issue its invoices in electronic format.
5.4 Any travel related to Services must be subject to prior agreement with the Client. Travel time is counted at 50% of the usual hourly rate. Duly justified travel expenses (transport, accommodation, meals) will be reimbursed by the Client. Round-trip journeys to the Client’s premises are considered working time, calculated from the nearest Illizeo offices.
5.5 All prices are expressed in CHF (Swiss Francs), excluding taxes. Applicable taxes, including VAT, are the Client’s responsibility.
5.6 Unless otherwise stated, invoices are payable within 14 calendar days, net and without discount.
Article 6 – Limitation of Liability
6.1 Provisions relating to liability appearing in the applicable General Terms and Conditions of Sale (particularly Article 10 of the GTS) also apply to Professional Services, by analogy. They are supplemented by the provisions below.
6.2 In case of data loss, Illizeo’s liability is strictly limited to restoration costs that would have been necessary if the Client had implemented regular backups compliant with best practices. Illizeo cannot be held responsible for reconstituting data that the Client had not previously protected appropriately.
Article 7 – Confidentiality
Provisions relating to confidentiality provided in the applicable General Terms and Conditions of Sale (particularly Article 11.2 et seq.) also apply to Professional Services. They are deemed fully integrated into these General Terms and Conditions of Professional Services.
Article 8 – Data Protection
Within the framework of Professional Services performance, if Illizeo processes personal data on behalf of the Client, it acts as processor within the meaning of Article 4, point 8 of the GDPR, while the Client acts as data controller within the meaning of Article 4, point 7 of the GDPR. This qualification applies particularly during data migration operations, account merger or separation, or for any service requiring Illizeo’s access to the Client’s personal data hosted in the Software. In this context, the personal data processing contract concluded between the Client and Illizeo within the framework of Software use, in compliance with Article 28 of the GDPR, applies identically.
Article 9 – Contractual Services
9.1 Unless otherwise stipulated in the Order, Professional Services provided by Illizeo constitute obligations of means. Consequently, Illizeo does not commit to providing a determined result, but to executing services with diligence and competence.
9.2 Professional Services are generally performed remotely, from Illizeo’s premises, unless the nature of the service imperatively requires on-site intervention at the Client’s premises, or if another execution location has been contractually agreed.
9.3 Employees mobilized by Illizeo within the framework of Professional Services act autonomously in executing their missions. They are not subject to any hierarchical subordination to the Client and retain freedom to organize their schedules, workload and place of intervention. Nevertheless, specific project requirements may be taken into account, particularly regarding calendar constraints (meetings, milestones, deliverables), subject to prior coordination.
Article 10 – Services Subject to Acceptance
10.1 Insofar as certain services provided by Illizeo within the framework of Professional Services constitute deliverable work (as opposed to support or consulting services), the provisions of this article apply.
10.2 Unless otherwise agreed, the Client undertakes to verify without delay the conformity of deliverables from their delivery. This verification must occur within a maximum period of two (2) weeks, and any noted or apparent defect must be reported in writing, in detail. Failing notification within this period, services will be deemed accepted without reservation. The Client may only refuse acceptance if noted defects are substantial in nature.
10.3 A substantial defect is characterized when the delivered service cannot be used in accordance with contractually intended use, or when achievement of contractually defined objectives is made impossible or excessively difficult.
Article 11 – Final Provisions
11.1 These General Terms and Conditions of Professional Services (“GTC”) are governed exclusively by contractual provisions provided in Article 13 of Illizeo’s General Terms and Conditions of Sale (“GTS”), unless expressly stated otherwise.
11.2 If the Client is a company, a public law legal entity or a special public establishment, the competent court for any dispute relating to Professional Services will be that provided in Article 13 of Illizeo’s GTS.
11.3 The Client may only offset Illizeo’s claims in case of recognized, undisputed, definitively judged or manifestly ready to be decided claims.
11.4 The right of retention may only be exercised by the Client if the counterclaim on which it is based is related to the same contractual relationship and is recognized, undisputed or confirmed by court decision.
11.5 The Client cannot assign to a third party all or part of their rights arising from an Order without Illizeo’s prior written consent. This consent cannot be unreasonably refused.
11.6 Any modification or addition to an applicable Order, or to any related agreement relating to Professional Services, must be made in writing (including electronically).
11.7 Neither party may be held responsible for contractual breach in case of force majeure. The following are considered as such: natural disasters (earthquakes, floods), acts of war or terrorism, civil unrest, riots, pandemics or any other unforeseeable circumstance reasonably beyond the parties’ control. In case of occurrence of such an event, each party undertakes to immediately inform the other in writing.
11.8 If any provision of these GTC should be declared invalid or unenforceable, the validity of other provisions would not be affected. In such a case, the parties undertake to substitute the invalid clause with a valid provision reflecting as much as possible the initial intention.
