General Terms and Conditions.

These Terms apply to all services of HRIT.ch GmbH (hereinafter «HRIT») towards its clients (hereinafter «Client»). Deviating or supplementary provisions apply only where expressly agreed in writing in the relevant individual contract or in the confirmed quote. In the event of conflict, the following order applies: individual contract before quote before these Terms.

The Client's own general terms and conditions do not apply and are hereby expressly excluded, even if HRIT does not object to their application in a specific case.

HRIT's offers are non-binding and subject to change until confirmed in writing (including by email) by both parties. The content of the written order confirmation or individual contract is decisive.

Unless stated otherwise, offers are valid for 30 days from the date of issue.

HRIT provides the following types of service:

• Consulting in HR, HRIT, operations, HR tech, change and related topics
• Project management for HR and HRIT initiatives, including PMO and stakeholder management
• Interim management in HR functions, with a clearly defined role and duration
• Build custom development of software tools, microsites and employee platforms, primarily in the HR environment
• Maintenance and operation of the solutions built, optional and on request

The scope, deadlines, deliverables and remuneration for the specific service are set out in the individual contract or the confirmed quote. Unless expressly agreed otherwise, HRIT does not owe any particular economic results or outcomes.

Swift, high-quality delivery requires active cooperation. In particular, the Client makes contact persons, content, data, access (e.g. to existing systems) and decisions available in full and in good time.

Delays resulting from missing or late cooperation are not to HRIT's detriment. Deadlines and costs adjust accordingly. Any additional effort arising as a result is remunerated to HRIT on a time-and-materials basis.

Build services are generally invoiced at a fixed price, which HRIT states after the scope call. Consulting, interim and maintenance services are invoiced on a time-and-materials basis, as a daily rate or under an agreed monthly model.

All prices are quoted in Swiss francs (CHF), excluding value-added tax. VAT is shown separately where applicable.

Expenses (travel, accommodation, third-party costs) are invoiced on a time-and-materials basis insofar as they are not included in the fixed price. Expenses exceeding CHF 500 per item require the Client's prior written approval.

Invoices are due for payment within 14 days without deduction. In the event of default, after an unsuccessful reminder we charge default interest in accordance with the Swiss Code of Obligations (Art. 104 OR) as well as reasonable collection costs. HRIT is entitled to suspend its services in whole or in part in the event of repeated or substantial payment default.

Offsetting against counterclaims is only permitted where such claims are undisputed or have been finally determined by a court.

During the provision of services, the Client may request changes to the agreed scope of work. HRIT assesses the impact on deadlines, costs and deliverables and submits a written change request to the Client for confirmation. The change is only implemented after confirmation by both parties. Until then, the originally agreed scope of work applies.

Build services are accepted in phases or as a complete work. After a delivery has been made available, the Client reviews it within 14 calendar days and notifies HRIT of any defects identified in writing.

If no notice of defects is given within the review period, the delivery is deemed accepted. Productive use of the delivery by the Client likewise constitutes acceptance, unless a written notice of defects is given at the same time.

Ownership of the code built passes to the Client upon full payment. This covers the source code, the configuration and the documentation of the solution built for the Client.

HRIT reserves the right to continue using general components, frameworks, libraries and internally developed tools that were not built specifically for the Client in other projects. For such pre-existing HRIT IP that is incorporated into the delivery, the Client receives a non-exclusive, unlimited-term, transferable licence to use it within the scope of the delivery.

Embedded open-source components remain subject to their respective licence terms. HRIT documents the open-source components used and their licences at handover. After handover, responsibility for compliance with the open-source licences during ongoing operation lies with the Client.

Both parties treat as confidential any information exchanged in the course of the collaboration that is identifiable or designated as confidential. This obligation applies for the duration of the collaboration and for three years thereafter.

Excluded is information that is demonstrably publicly available, was known before the collaboration or was independently developed, as well as information whose disclosure is required by law or by an authority.

After conclusion of the contract, HRIT may name the Client's name and logo on its website and in sales and marketing materials as a reference, unless the Client objects in writing. Substantive case studies and detailed success stories are published exclusively with the Client's prior approval.

Insofar as HRIT processes the Client's personal data in the course of providing its services, it does so as a processor. In this case, the parties conclude a separate data processing agreement (DPA), governing the obligations under the Swiss Data Protection Act (DSG) and, where applicable, the EU GDPR.

HRIT's general data protection notice can be found at /datenschutz.

HRIT is entitled to engage qualified subcontractors and freelancers to perform its services. HRIT contractually binds them to confidentiality and data protection to the same extent as applies to HRIT itself towards the Client. HRIT remains responsible to the Client for the provision of services.

Where the performance of the service involves a transfer of personal data to subcontractors, this is governed by the data processing agreement.

In the course of service delivery, HRIT uses AI tools for code generation, research, analysis and text processing. In doing so, we ensure that client information is not used to train third-party providers' models, and we preferentially use AI services with a «no-train» configuration or a comparable contractual assurance.

All deliveries are reviewed by humans before handover to the Client. AI-generated content is not automatically adopted as a final delivery. Where personal data or confidential content flows into AI tools, this only happens if the Client has permitted it contractually or adequate protection is contractually secured.

HRIT performs its services carefully and professionally, in line with the state of the art at the time of performance. Consulting and interim services are provided as mandate services within the meaning of Art. 394 et seq. of the Swiss Code of Obligations (OR). Build services are carried out as contracts for work within the meaning of Art. 363 et seq. OR.

Defects in build services must be notified in writing without delay, no later than within 30 days of acceptance or delivery. Justified defects are remedied by rectification. If rectification fails after two reasonable attempts, the Client may demand a reduction of the remuneration. Further claims, in particular for rescission, are excluded to the extent permitted by law.

The warranty period for build services is 12 months from acceptance of the respective delivery, unless otherwise agreed.

HRIT is liable for damage culpably caused to the Client within the scope of the statutory provisions. Liability for slight and medium negligence is limited, to the extent permitted by law, to the order value of the individual service concerned.

Liability for indirect damage, lost profits, data loss, reputational damage and consequential damage is excluded to the extent permitted by law.

Liability for personal injury, for intentional or grossly negligent conduct, and mandatory statutory liability (in particular product liability) remains unaffected.

HRIT holds professional liability insurance with a coverage amount customary in the industry. A confirmation of insurance is provided on request.

Events of force majeure (in particular war, pandemic, natural events, sovereign measures, large-scale internet, power or cloud outages, cyberattacks on third parties) release the affected party from the obligation to perform for the duration of their impact. The affected party informs the other party without delay and takes reasonable measures to mitigate the damage.

Consulting, interim and maintenance contracts may be terminated by either side subject to a 30-day notice period to the end of a calendar month, unless otherwise agreed in the individual contract. Build projects end with the acceptance of the agreed deliverables and full payment.

Extraordinary termination for good cause remains reserved to both parties. Good cause exists in particular in the case of a material breach of contract that is not remedied after a written reminder with a reasonable deadline, as well as in the case of insolvency or suspension of payments by the other party.

Upon termination, the Client owes remuneration for the services rendered up to that point. Deliverables already produced are handed over to the Client against full payment.

The transfer of rights and obligations under the contractual relationship to third parties requires the prior written consent of the other party. Transfer to group companies or legal successors of the respective party is permitted without consent.

Legally binding notices are made in text form by email to the contact persons designated in the individual contract or in the order confirmation. Notices by email are deemed received as soon as they have arrived on the receiving party's mail server.

Written agreements, including amendments to these Terms and to the individual contracts, are also effective in electronic form (email, qualified signature).

HRIT may amend these Terms at any time. The version in force at any given time applies to contracts newly concluded from the date of publication. Existing contracts remain unaffected unless both parties expressly agree to the application of a new version.

Should any provision of these Terms be wholly or partly invalid, the validity of the remaining provisions remains unaffected. The invalid provision is replaced by a provision that comes closest to the economic purpose of the invalid provision and is legally permissible.

Applicable law: Swiss law, excluding conflict-of-law provisions and the UN Convention on Contracts for the International Sale of Goods.

Place of jurisdiction: The exclusive place of jurisdiction for all disputes arising out of or in connection with these Terms and the contracts based on them is St. Gallen, Switzerland. Mandatory statutory places of jurisdiction, in particular for consumer relationships, remain reserved.

Version 2026-06-08. These Terms apply from the time of publication on hrit.ch.