General Terms and Conditions

Legal notice

These General Terms and Conditions apply to business customers using RecruitingFlow as software as a service. Separate General Terms and Conditions for Recruiting Mandates additionally apply to recruiting, search or placement services performed by GMS itself under a mandate.

In case of discrepancies, the German version shall prevail. (Bei Abweichungen ist die deutsche Fassung massgebend.)

1. Provider and scope of application

1.1 These General Terms and Conditions apply to business customers using RecruitingFlow as software as a service.

1.2 The offering is intended exclusively for companies, organisations, public-law institutions, recruitment agencies and other customers acting in the course of a commercial or professional activity.

1.3 Contracts with consumers are excluded.

1.4 RecruitingFlow may be used for the customer's own recruitment processes and, where included in the selected subscription, for recruiting mandates performed for the customer's own clients.

1.5 Separate General Terms and Conditions for Recruiting Mandates additionally apply to recruiting, search or placement services performed by GMS itself.

2. Contract documents and order of precedence

2.1 The following documents form part of the contract in the following order of precedence:

1. individually accepted subscription agreement or order form
2. individual service and price agreement
3. data processing agreement
4. these General Terms and Conditions
5. technical service description
6. privacy notice

2.2 In the event of a conflict, the higher-ranking document takes precedence.

3. Subject matter of the service

3.1 RecruitingFlow is recruiting software designed to support recruitment and hiring processes.

3.2 Depending on the package booked, RecruitingFlow includes in particular:

• management of positions and job advertisements
• management of applications
• management of candidate profiles
• recruiting pipeline and status management
• comparison and analysis of candidates
• matching of positions and candidates
• automated evaluation of profile information
• team and role management
• communication and workflow functions
• use of the anonymised BaseForJobs talent pool
• export and reporting functions

3.3 The functions specifically available are determined by the package booked and the applicable service description.

3.4 Matching results, analyses, rankings and automated recommendations are decision-support tools. The final selection and hiring decision rests exclusively with the customer.

3.5 RecruitingFlow does not guarantee the suitability of a candidate or any particular recruiting or hiring result.

4. Technical and functional development

4.1 GMS may further develop, update, adapt or technically replace RecruitingFlow.

4.2 Changes may not materially impair the essential contractual purpose.

4.3 If a change results in a material and lasting adverse restriction of the contractually owed use, GMS informs the customer in advance.

4.4 In such a case, the customer may terminate the contract extraordinarily as of the effective date of the change unless a reasonable equivalent replacement function is provided.

5. Subscription and packages

5.1 Access to RecruitingFlow is provided through a paid subscription.

5.2 The subscription includes a monthly allowance of analysed candidates, referred to below as Matches.

5.3 The prices applicable are those in force at the time of ordering in accordance with the current, dated price list of RecruitingFlow, available at recruitingflow.ch/preise. The price list forms part of this contract. The version in force at the time the contract is concluded shall prevail; earlier versions are archived and remain available as evidence of the status applicable at the time of conclusion of the contract. For the duration of the minimum term, prices remain unchanged in accordance with clause 29. All prices are exclusive of statutory value added tax. Subsequent price changes are governed by clauses 28 and 29.

5.4 Unused Matches expire at the end of the billing period and are not carried over to the following month unless otherwise agreed in the subscription agreement.

6. Definition and counting of a Match

6.1 A Match is a complete analysis of a specific candidate profile against a specific position.

6.2 The same candidate is counted again as a Match if analysed against another position.

6.3 A new analysis of the same candidate against the same position is counted again only if:

• the position profile has materially changed
• the candidate profile has materially changed
• the customer expressly initiates a new full analysis

6.4 Failed or technically incomplete analyses are not charged as Matches.

6.5 Test and demo data are charged only if the customer initiates them as a regular analysis.

6.6 The usage overview shown in the administration area is authoritative for billing unless the customer raises a reasoned objection within 30 days.

7. Additional Matches and overage

7.1 Where possible, the customer is notified when 80 per cent and 100 per cent of the monthly allowance has been reached.

7.2 Additional Matches are charged only if the customer has activated overage in the administration area or this has been agreed in the subscription agreement.

7.3 The specific price per additional Match is shown in the subscription agreement or the current price list.

7.4 Depending on the available functionality, the customer may choose between:

• automatic charging of additional Matches
• automatic upgrade
• blocking further analyses until the next billing period

7.5 Without activated overage and in the absence of another agreement, no further chargeable Matches are initiated after the allowance has been reached.

8. BaseForJobs talent pool and contact approval

8.1 RecruitingFlow may display anonymised profiles from the BaseForJobs talent pool.

8.2 Identifying data and contact details remain hidden until the candidate has consented to a specific contact request.

8.3 For a contact approved by the candidate, the contact price stated in the price list (recruitingflow.ch/preise) is charged to the RecruitingFlow customer, plus statutory value added tax, unless another price agreement applies.

8.4 No contact price is charged without the candidate's consent.

8.5 The contact price becomes due once:

• the candidate has consented to the specific contact request
• the approved contact details or a direct contact option have been made technically available

8.6 The approval applies only to the specifically stated recruiting purpose or position.

8.7 Any further use for other positions, other clients or future recruitment processes requires an additional lawful basis.

8.8 Disclosure to a recruitment agency's own clients is permitted only if included in the package booked and the candidate has been appropriately informed or has consented.

9. Own advertisements and applicants

9.1 Depending on the package, the customer may create and publish its own job advertisements.

9.2 Applicants responding to the customer's own advertisements may initially be displayed in anonymised form.

9.3 Only activation of an applicant and performance of a full analysis are counted as a Match.

9.4 The customer is responsible for the content, legality, currency and non-discriminatory design of its job advertisements.

10. Formation of the contract and activation

10.1 By accepting the subscription agreement or order form, the customer submits a binding contractual offer.

10.2 The contract is formed when GMS confirms the offer or activates access.

10.3 The start of the contract, the start of billing and the start of the minimum term are set out in the subscription agreement.

10.4 GMS may make activation subject to an identity, creditworthiness or company check.

11. Minimum term and renewal

11.1 The minimum contract term is six months unless otherwise agreed in the subscription agreement.

11.2 After expiry of the minimum term, the contract renews for successive periods of one month.

11.3 Termination is possible no later than one calendar day before the start of the next billing period.

11.4 The customer may terminate the subscription in the company profile or in text form by email.

11.5 Access remains available until the end of the paid billing period.

11.6 Partly used billing periods are not refunded pro rata unless termination is attributable to GMS.

12. Billing and payment

12.1 The subscription fee is charged in advance for the following billing period.

12.2 Invoicing generally takes place on the last day of the previous month.

12.3 Invoices must be paid within ten calendar days unless another payment period is agreed in the subscription agreement.

12.4 Usage-based fees, additional Matches and contact prices may be billed in arrears.

12.5 Upon expiry of the payment period, the customer is in default without further notice.

12.6 Default interest is 5 per cent per year.

12.7 GMS may temporarily suspend access after prior notice if due amounts are not paid.

12.8 The payment obligation continues during a suspension caused by the customer.

13. Package changes

13.1 Upgrades to a higher package may be made at any time.

13.2 An upgrade may take effect immediately or at the beginning of the next billing period.

13.3 Fees already paid are credited pro rata in the event of an immediate upgrade.

13.4 Downgrades take effect no earlier than the end of the current minimum term or the beginning of the next billing period.

13.5 Before a downgrade, the customer is responsible for checking whether functions, user numbers or allowances remain sufficient.

14. Duties of the customer

14.1 The customer uses RecruitingFlow lawfully and exclusively for permissible recruiting purposes.

14.2 In particular, the customer is obliged:

• to enter only data for which a lawful basis for processing exists
• to inform applicants and candidates appropriately about data processing
• to use contact details only after lawful approval
• to respect the anonymity of pool candidates
• not to attempt to re-identify anonymised profiles
• not to use crawlers, scrapers, bots or mass extraction
• not to unlawfully reproduce, disclose or sell data
• to assign user accounts only to authorised persons
• to keep access credentials confidential
• to use appropriate passwords and offered multi-factor authentication
• to report security incidents immediately
• not to use unlawful or discriminatory selection criteria
• not to make exclusively automated hiring decisions without human review
• not to use candidate data for credit, insurance, housing or other unrelated decisions

14.3 The customer is responsible for all acts of its users and administrators.

14.4 In the event of material breaches, GMS may restrict functions or suspend access.

15. Automated analysis and artificial intelligence

15.1 RecruitingFlow may use rule-based and AI-supported functions to analyse, structure, summarise and assess profile information.

15.2 Results may be incomplete, inaccurate or biased and must be reviewed by qualified persons.

15.3 The customer may not use automated results without review as the sole basis for a hiring or rejection decision.

15.4 GMS does not guarantee the accuracy, completeness or suitability of automated results.

15.5 Sensitive personal data may be processed only if a sufficient legal basis exists and the function is expressly intended for that purpose.

15.6 Where external AI or analytics providers are used, they are identified in the data processing agreement or the list of subprocessors.

16. Data protection roles

16.1 The customer is the controller of candidate and applicant data that it enters into RecruitingFlow itself or processes in the course of its own recruitment processes.

16.2 GMS generally acts as processor for this data insofar as it processes it exclusively in accordance with the customer's instructions.

16.3 For the BaseForJobs talent pool, the relevant operator generally acts as an independent controller for as long as it determines the purposes and means of the pool processing.

16.4 Following lawful approval and transmission of candidate data, the customer acts as an independent controller for its further processing.

16.5 Where joint controllership exists in an individual case, it is regulated separately.

17. Data processing agreement

17.1 Where GMS processes personal data on behalf of the customer, a data processing agreement additionally applies.

17.2 It regulates in particular:

• subject matter and duration of processing
• nature and purpose of processing
• categories of data subjects
• categories of data
• the customer's right to issue instructions
• confidentiality
• technical and organisational measures
• subprocessors
• processing abroad
• assistance with data subject rights
• assistance with data breaches
• return and deletion of data
• evidence and audit rights

18. Data security

18.1 GMS implements appropriate technical and organisational measures to protect the processed data.

18.2 Depending on the required level of protection, these include in particular:

• access controls
• authentication
• role-based permissions
• encryption in transit
• logging of security-relevant events
• data backups
• restoration procedures
• security updates
• vulnerability management

18.3 The customer remains responsible for the security of its end devices, networks, access credentials and local exports.

18.4 Security incidents are handled in accordance with applicable law and the data processing agreement.

19. Subprocessors and processing abroad

19.1 GMS may use suitable subprocessors.

19.2 The current list of material subprocessors is made available to the customer in an appropriate manner.

19.3 New subprocessors are announced in accordance with the data processing agreement.

19.4 Personal data may be processed abroad only if the statutory requirements are met and the required safeguards are implemented.

20. Intellectual property and right of use

20.1 All rights in RecruitingFlow, the software, source code, data models, trademarks, designs, templates and documentation remain with GMS or the relevant rights holders.

20.2 For the duration of the contract, the customer receives a limited, non-exclusive and non-transferable right of use.

20.3 The right of use is limited to the contractually agreed organisation, number of users and use.

20.4 The following are prohibited in particular:

• sublicensing
• resale
• reverse engineering, except where a mandatory statutory right applies
• replication of material functions
• circumvention of technical protection measures
• use outside the agreed business purpose

20.5 Rights in customer data remain with the customer or the data subjects.

20.6 The customer grants GMS the rights of use in its data required to perform the contract.

20.7 GMS may use fully anonymised and non-reidentifiable usage statistics to improve, secure and further develop the service.

21. Integrations and third parties

21.1 RecruitingFlow may provide interfaces or integrations with third parties.

21.2 Additional business and data protection terms may apply to third parties.

21.3 GMS is not responsible for changes, restrictions or outages of a third party insofar as these are not attributable to GMS.

21.4 Where reasonable, GMS informs the customer of material, lasting restrictions affecting central integrations.

22. Availability, maintenance and support

22.1 GMS endeavours to provide high and stable availability of RecruitingFlow.

22.2 Uninterrupted or completely error-free use is not guaranteed.

22.3 Planned maintenance is, where possible, performed outside customary business hours and announced in advance where it causes material restrictions.

22.4 Emergency maintenance may be carried out without prior notice.

22.5 Support hours and response times are determined by the package booked or a separate service level agreement.

22.6 Additional availability and support commitments may be agreed for Enterprise customers.

23. Warranty

23.1 GMS warrants that RecruitingFlow substantially conforms to the agreed service description.

23.2 The customer reports errors without delay and with a comprehensible description.

23.3 At its discretion, GMS may remedy errors by:

• correction
• workaround
• replacement function
• restoration of a functional condition

23.4 No warranty applies to disruptions caused by:

• improper use
• unsupported systems
• customer networks or devices
• third parties
• modifications by the customer
• force majeure

23.5 GMS does not guarantee any recruiting, matching or hiring result.

24. Suspension

24.1 GMS may suspend access with immediate effect if:

• there is an acute security risk
• data is unlawfully extracted or disclosed
• candidate approvals are circumvented
• an official or statutory order requires it
• there is materially unlawful use

24.2 In the case of remediable contractual breaches, GMS generally first sets a reasonable cure period.

24.3 In the event of late payment, access may be suspended after prior notice.

24.4 The suspension is limited to the necessary extent and duration.

25. End of contract, data export and deletion

25.1 The customer is responsible for exporting the data it requires before the end of the contract.

25.2 Where technically available, GMS provides a standardised export option.

25.3 After the end of the contract, administrative access remains available for no more than 30 days unless immediate suspension is required for security or legal reasons.

25.4 After expiry of this period, customer data is deleted or anonymised within a reasonable period unless statutory retention obligations apply.

25.5 Data in backups is deleted in accordance with the regular backup cycles.

25.6 GMS may charge reasonable costs for exceptional, individually prepared data exports.

25.7 Candidate data already approved may be processed after the end of the contract only if a lawful basis continues to exist.

26. Liability

26.1 GMS has unlimited liability for damage caused intentionally or through gross negligence.

26.2 In the case of slight negligence, GMS is liable only for breach of material contractual obligations.

26.3 Liability for slight negligence is limited to the net subscription fees paid by the customer during the twelve months preceding the damaging event.

26.4 A different liability cap for breaches of confidentiality or data protection obligations may be agreed in the subscription agreement or data processing agreement.

26.5 Liability for indirect loss, consequential loss, loss of profit, unrealised savings, data loss outside the agreed backup measures and reputational damage is excluded to the extent permitted by law.

26.6 Mandatory statutory liability remains reserved.

27. Force majeure

27.1 Neither party is liable for delay or non-performance caused by events outside its reasonable control.

27.2 Such events include in particular natural events, war, civil unrest, epidemics, official orders, power outages, telecommunications outages, outages of central cloud infrastructures and major cyberattacks despite appropriate protective measures.

27.3 The affected party informs the other party without delay of the event and its expected duration.

28. Amendments to the General Terms and Conditions

28.1 GMS may amend these General Terms and Conditions with effect for the future where this is required due to changes in law, security requirements, technical developments or further development of the offering.

28.2 Material amendments are communicated at least 30 days before they take effect.

28.3 Amendments do not apply retroactively.

28.4 If an amendment results in a material adverse change to the contract, the customer may terminate the contract extraordinarily up to the date on which the amendment takes effect.

28.5 Purely editorial or clarifying amendments, or amendments favourable to the customer, may be made without a special termination right.

29. Price changes

29.1 Prices remain unchanged during a fixed minimum term unless usage-based fees have been expressly agreed.

29.2 After expiry of the minimum term, GMS may adjust prices by giving at least 30 days' prior notice.

29.3 In the event of a price increase, the customer may terminate the contract as of the effective date of the new prices.

30. Final provisions

30.1 The individually accepted subscription agreement, these General Terms and Conditions and the related annexes together form the entire contract.

30.2 Amendments and additions must be made in text form.

30.3 GMS may transfer rights and obligations under the contract to an affiliated company in connection with a restructuring, legal succession or transfer of the business, provided the legitimate interests of the customer are preserved.

30.4 If any provision is wholly or partly invalid, the remaining provisions remain effective. The parties replace the invalid provision with a lawful provision that comes as close as possible to the economic purpose.

30.5 Swiss law applies exclusively, excluding private international law to the extent such exclusion is permissible.

30.6 The exclusive place of jurisdiction is Bern, Switzerland, unless mandatory statutory jurisdictions apply.

GMS Consulting GmbH · Spitalgasse 28 · 3011 Bern · Switzerland · info@gmsit.ch · Version: 4 August 2026