Terms and conditions

The terms and conditions of clever hr for HR services: payroll, recruitment support, HR administration and outplacement. Version 24 August 2026.

1 Scope and parties

1.1 These general terms and conditions ("GTC") govern the contractual relationship between beeVisto GmbH, trading under the brand "clever hr", with its registered office at Weieracherstrasse 4, 8184 Bachenbülach, and its business and contact address at Münchhaldenstrasse 10, 8008 Zurich (CHE-265.196.369) ("clever hr" or "the Provider"), and its clients ("the Client"). The Provider and the Client are referred to individually as a "Party" and jointly as the "Parties".

1.2 The GTC apply to all services the Client obtains from clever hr, including all follow-up and additional services, even where an individual case makes no express reference to the GTC.

1.3 Terms and conditions of the Client that deviate from or supplement these GTC apply only where clever hr has expressly agreed to them in writing.

1.4 On conclusion of the contract, clever hr draws the Client's attention to these GTC and to their material clauses (in particular fees, advance payment, liability, notice of termination and data protection) in a suitable and prominent manner, and ensures that the Client has a reasonable opportunity to take note of them before accepting the contract.

2 Services and conclusion of contract

2.1 clever hr provides HR services for small and medium-sized companies, in particular: payroll accounting and social insurance administration (payroll), HR administration (contracts, employment references, entries and exits, changes to employee records), recruitment support and active sourcing in the name and on behalf of the Client, as well as outplacement and application coaching. The specific scope of services is set out in the relevant offer, order confirmation or service agreement ("individual agreement").

2.2 Unless the individual agreement provides otherwise, the services of clever hr are mandates within the meaning of Art. 394 et seq. of the Swiss Code of Obligations (Obligationenrecht, OR). clever hr undertakes to act carefully and professionally to the standard customary in the industry, and owes no particular result. In recruitment support and active sourcing in particular, no result in the form of an introduction or a hire is owed.

2.3 Payroll as a purely administrative service: In the field of payroll, clever hr provides administrative services only (in particular the preparation of payslips, calculations, filings and accounting documents). clever hr is not the employer of the Client's employees and makes no payment of salaries, social insurance contributions or withholding tax (Quellensteuer); responsibility for this remains with the Client (see clause 3.5).

2.4 Offers from clever hr are valid for 30 days unless stated otherwise. An individual agreement is concluded when both Parties sign an agreement, when the Client accepts the offer or order confirmation, or when performance begins with the consent of both Parties. For new clients, the start of performance is additionally subject to clause 4.4 (receipt of the advance payment).

2.5 In the event of contradictions, the following order of precedence applies: (i) the individual agreement or the offer and order confirmation, (ii) annexes including the data processing agreement (Auftragsbearbeitungsvertrag, AVV), (iii) these GTC.

2.6 Private clients and consumers: Where clever hr offers services to private individuals (for example application coaching or outplacement for individuals), the mandatory provisions of consumer protection law take precedence. Where the law so provides, the consumer has a right of withdrawal; clauses of these GTC that limit liability or warranty apply to consumers only to the extent that they comply with mandatory law.

3 The Client's duties to cooperate and responsibility for salaries

3.1 The Client provides clever hr in good time, in full and in the agreed form with all information, documents, data and access rights required for performance (for example salary data, employee master data, employment contracts, time recording, access to systems).

3.2 The Client names a responsible contact person with decision-making authority together with a deputy. The Client checks the work results provided to it (for example payslips) before using them productively or making payment.

3.3 The Client ensures that it is entitled to pass the personal data of its employees and applicants to clever hr for processing, and that the data protection requirements for this (information, any consents) are met.

3.4 Where the Client fails to meet its duties to cooperate, agreed deadlines are postponed appropriately. Additional work and damage caused by a breach of the duties to cooperate are borne by the Client; an obligation to pay compensation arises after a prior warning by clever hr.

3.5 Responsibility for salaries (the Client): The Client is and remains the employer of its employees under employment law, social insurance law and tax law, and is therefore solely responsible for salaries. In particular, the Client is responsible for paying salaries on time and for remitting all social insurance contributions (AHV/IV/EO/ALV for old-age, survivors', disability, income compensation and unemployment insurance, BVG for occupational pensions, UVG for accident insurance and others) and withholding tax to the competent bodies within the applicable deadlines. clever hr prepares the administrative basis for this only (statements, calculations, filings) and does not act as a paying agent. The Client provides the funds required for salaries and levies at all times. The Client alone is responsible for consequences of default, fines, back payments or damage arising from payments the Client fails to make or makes late.

4 Fees and payment terms

4.1 The prices agreed in the individual agreement apply (for example a monthly base fee ("base agreement") plus a rate per employee, hourly rates, subscription prices or fixed prices). Prices for companies are exclusive of VAT (Mehrwertsteuer). Where an offer for private individuals is expressly shown as "incl. VAT", VAT is included in the published price. Expenses and disbursements are charged in addition according to actual cost where agreed.

4.2 Advance payment for the base agreement: The recurring fee for base agreements (ongoing core services) is invoiced monthly in advance and falls due for payment before the service month concerned. As an alternative, clever hr is entitled to invoice the base fee quarterly, that is three (3) months in advance, where this is agreed in the individual agreement or requested by the Client.

4.3 Additional services and additional work: Services beyond the base agreement, variable volume components, expenses and one-off or project-related additional work ("additional costs") are invoiced in arrears, normally monthly after performance or after completion.

4.4 New clients: 100 per cent advance payment. For new clients, the start of performance requires the prior receipt of an advance payment of 100 per cent of the agreed fee for the first three (3) months (base agreement). clever hr issues the corresponding invoice with a payment term of 14 days. Performance begins once this advance payment has been received in full; an agreed start date is postponed accordingly if the advance payment arrives late. After the first three months, the base agreement continues in accordance with clause 4.2 (monthly advance payment).

4.5 Payment term: Unless expressly agreed otherwise, the payment term for all invoices is 14 days from the invoice date. Substantiated objections are to be raised within this period in text form (including email). If no objection is raised within that period, the invoice is deemed accepted.

4.6 In the event of late payment, default interest of 5 per cent per annum is owed without a reminder. clever hr is entitled to suspend further services until payment has been made in full; any additional work arising from this is borne by the Client. In the case of ongoing contracts, clever hr is also entitled to make future services conditional on an advance payment or a security.

4.7 The Client may set off counterclaims only where these are undisputed or have been established by a final court decision.

5 Work results and intellectual property rights

5.1 Results for the Client: Work results that clever hr produces for the Client under the agreement and that belong to the Client by their nature (in particular payslips, employment references, contracts, personnel documents and the Client's personal data) pass into the ownership or the unrestricted control of the Client upon payment in full.

5.2 Methods and tools of clever hr: All rights in the Provider's own methods, templates, processes, checklists, software, AI tools and other pre-existing or generally applicable know-how remain exclusively with clever hr. The Client receives a non-exclusive, non-transferable right of use to the extent required for using the services.

5.3 clever hr is entitled to use the general knowledge and experience gained in the course of performance for other clients as well, provided that this breaches no confidentiality or data protection obligations.

6 Use of artificial intelligence

6.1 clever hr uses AI tools to work more efficiently, for example in active sourcing, in drafting employment references and in administrative tasks. Their use is always subject to human control; clever hr checks final results before handing them over.

6.2 clever hr takes appropriate measures to ensure that personal data is processed in compliance with data protection law and is not used for uncontrolled training by third parties. Automated individual decisions with legal effect for the data subjects are taken only with human review.

7 Checking and complaints

7.1 Where clever hr hands over a distinct work result (for example a payroll run), the Client checks it immediately upon receipt. Complaints are to be notified within a reasonable period, at the latest within ten (10) working days of receipt, in text form (including email).

7.2 For ongoing services without a distinct work result, a complaint is deemed timely if it is made immediately after the defect becomes known. No formal acceptance takes place.

8 Warranty

8.1 clever hr warrants that the services are performed professionally and with the care customary in the industry. In the case of mandates, no particular result is owed.

8.2 Where a work result handed over has a defect for which clever hr is responsible, clever hr remedies it within a reasonable period by rectification (for example correcting an incorrect payroll statement). If rectification fails despite a reasonable additional period, the Client may request an appropriate reduction of the fee.

8.3 The warranty does not apply where a defect is attributable to incomplete or incorrect information from the Client, to inadequate cooperation, or to subsequent changes made by the Client or by third parties.

9 Liability

9.1 clever hr is liable without limitation for damage caused by intent or gross negligence, and for personal injury.

9.2 In all other respects, clever hr is liable only for direct damage demonstrably caused to the Client by a culpable breach of the contractual services.

9.3 To the extent permitted by law, this liability is limited in aggregate to the fee owed for the service concerned in the year in which the damage occurs, up to a maximum of CHF 10'000 per claim and CHF 50'000 per calendar year.

9.4 Liability for indirect damage and consequential damage is excluded to the extent permitted by law. This covers in particular lost profit, savings that fail to materialise, recourse claims of third parties, fines and back payments arising from payroll processed late or incorrectly, in each case except where clever hr has caused them through gross fault. The Client's sole responsibility for salaries under clause 3.5 remains unaffected.

9.5 clever hr is liable for auxiliary persons it engages as for its own conduct. Any liability going beyond this is excluded.

10 Confidentiality and reference

10.1 Each Party keeps all confidential information of the other Party secret and uses it solely for the performance of the contract. The duty of confidentiality continues to apply after the end of the contract.

10.2 Information that is demonstrably already known, generally accessible or lawfully obtained from third parties is exempt. The Parties impose the duty of confidentiality on their employees and on the third parties they engage.

10.3 clever hr may name the Client as a reference (name and logo) only with the Client's prior consent.

11 Data protection and processing on behalf of the Client

11.1 Allocation of roles: Where clever hr processes personal data on behalf of the Client in the course of the services (in particular payroll and HR administration), clever hr acts as a processor within the meaning of Art. 9 of the revised Swiss Federal Act on Data Protection (Datenschutzgesetz, revFADP); the Client remains the controller.

11.2 For this purpose the Parties conclude a separate data processing agreement (AVV) that forms an integral part of these GTC and governs in particular: the subject matter and purpose of the processing, the categories of data subjects and of data, technical and organisational measures, the engagement of sub-processors (including AI service providers), processing abroad, cooperation on data subject rights, notification of data security breaches, and the return or deletion of the data at the end of the contract.

11.3 clever hr processes the Client's data exclusively in accordance with the Client's documented instructions and within the scope of performance. Disclosure abroad takes place only where adequate data protection is ensured (for example recognised states or suitable safeguards).

11.4 The Client warrants that the data it transmits has been collected lawfully and that clever hr may lawfully process it.

12 Term, notice and termination

12.1 Ongoing services (subscription or continuing obligation): Contracts for ongoing services (for example payroll, HR administration, recruitment subscription) run for an indefinite period unless agreed otherwise and may be terminated by either Party by ordinary notice of two (2) months with effect from the end of a calendar month. Advance payments already made for periods after the end of the contract are refunded on a pro rata basis where the corresponding services are no longer provided.

12.2 Project work and individual services: Contracts for time-limited individual services (for example a single outplacement mandate or recruitment support on an hourly basis) end once the service has been performed in full.

12.3 Either Party may terminate the contract with immediate effect for good cause, in particular in the event of a material breach of contract where a 30-day period to restore compliance with the contract has passed without success, and in the event of default of payment, bankruptcy (Konkurs) or a composition moratorium (Nachlassstundung) affecting the other Party.

12.4 Notice of termination requires text form (including email). On termination, clever hr hands the Client its data and work results in a common format and deletes the data remaining with the Provider in accordance with the data processing agreement and with statutory retention obligations.

13 Force majeure

13.1 Neither Party is liable for the non-performance of obligations where this is due to force majeure (for example natural disasters, epidemics and pandemics, official orders, prolonged failure of public infrastructure). Performance deadlines are postponed accordingly. The Client's obligation to pay for services already performed remains in place.

14 Final provisions

14.1 The Parties are independent of one another. The contract creates no employment, partnership, joint venture or agency relationship.

14.2 Amendments and additions to the contract require written form; electronic signatures are treated as equivalent. Oral side agreements are not valid.

14.3 clever hr may amend these GTC. Amendments are communicated to the Client in text form at least 30 days before they take effect. Material amendments apply only with the express consent of the Client; if the Client objects within the period, either Party may terminate the contract with effect from the date on which the amendments take effect.

14.4 Should individual provisions be invalid, the validity of the remaining provisions remains unaffected. The invalid provision is replaced by a valid rule that comes closest to its economic purpose.

15 Applicable law and place of jurisdiction

15.1 The contract is governed exclusively by Swiss substantive law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction, the place of performance and the place of debt enforcement (Betreibungsort) is Zurich (Canton of Zurich).

beeVisto GmbH · clever hr · Registered office: Weieracherstrasse 4, 8184 Bachenbülach · Business and contact address: Münchhaldenstrasse 10, 8008 Zurich · Version 24 August 2026

This page presents the German terms and conditions in English for convenience. The German version at clever-hr.ch/agb/ is the legally binding one.