LifescienceTalent
LifescienceTalent

Terms of Service

General Terms and Conditions — choose your role to view the applicable terms.

General Terms and Conditions (GTC) – LifeScienceTalent

Client Terms · Version 1.5 · As of May 2026

These General Terms and Conditions are concluded between

LifeScienceTalent (hereinafter the "Platform")

and

the Client (hereinafter the "Client")

Legend Clauses shown in grey are identical in both GTC (Client & Talent). Clauses shown in black are role-specific (only in this version of the GTC).

Note on language This English version is the sole legally binding version of these GTC. Any translation is provided for information purposes only and is not legally binding.

1. Subject Matter

The Platform operates a digital matchmaking service for initiating project agreements between independent experts ("Talent") and companies ("Client").

The Platform acts exclusively as an intermediary and does not become a party to the project agreement between Client and Talent.

The Platform also provides the technical infrastructure required for this purpose (website, profiles, matching functions, communication tools).

2. Commission

Success-Based Model

Use of the Platform – in particular publishing job listings and project requests, searching for Talents, and initiating contact – is generally free of charge for the Client. A commission is owed exclusively in case of success, i.e. where an initial contact initiated via the Platform leads to a paid cooperation between Client and Talent.

Amount of the Commission

The Client owes the Platform a placement commission of 15% (fifteen per cent) of the project volume.

Calculation Basis

The project volume comprises all payments accruing or promised to the Talent for the placed project, in particular:

  • base remuneration (daily, hourly or lump-sum rates);
  • bonus payments and performance-related remuneration;
  • contract extensions;
  • follow-up projects (see Section 7);
  • variable and fixed remuneration components;
  • benefits in kind and pecuniary advantages.

The commission is calculated exclusively on the services actually rendered by the Talent and invoiced to the Client (in each case net, before VAT). Services not taken up or not invoiced, as well as cancellations prior to performance, are not subject to commission.

Maturity

The maturity of the commission is governed by Section 3a.

3. Payment Terms

The commission is payable within 30 calendar days of invoice date, without deduction.

In case of default, the Client owes default interest of 5% p.a. (Art. 104 of the Swiss Code of Obligations) and dunning fees of CHF 50 per reminder.

The Platform issues the commission invoice in accordance with Section 3a; VAT, where applicable, is shown separately.

The Client may set-off or withhold payments only insofar as the counterclaim is undisputed or has been finally adjudicated.

3a. Maturity of the Commission

The commission owed to the Platform is calculated on the invoice amount (net, before VAT) of the services invoiced by the Talent to the Client. It falls due upon issuance of the invoice to the Client by the Talent.

Where invoicing is handled via PayrollPlus, the Talent shall ensure that PayrollPlus transmits to the Platform without undue delay a copy of every invoice issued to the Client.

The Platform issues a separate invoice to the Client for the commission. In the case of recurring billing (e.g. monthly), the commission claim arises in each case upon every partial invoice issued by the Talent or by PayrollPlus to the Client.

Any circumvention of this process – in particular invoicing the Client while bypassing the Platform or agreeing on settlement outside the Platform – constitutes a breach of the duty of disclosure (Section 4) and of the non-circumvention obligation (Section 5).

4. Client's Duty of Disclosure

The Client undertakes:

  • to disclose all contractual terms agreed with the Talent, in particular volume, duration and remuneration model;
  • to report contract extensions without undue delay, but at the latest within 14 days;
  • to disclose, unsolicited, any follow-up projects with the same Talent;
  • to submit suitable revenue evidence (e.g. invoices, contracts) at the Platform's request.

The burden of proof for the non-existence of a commission-relevant cooperation lies with the Client.

5. Non-Circumvention

The Client undertakes, for a period of 12 months from the initial contact with a Talent via the Platform, not to enter into any direct or indirect cooperation with that Talent without involving the Platform.

This obligation also extends to:

  • affiliates of the Client (group companies);
  • subsidiaries and sister companies;
  • project and special-purpose vehicles;
  • third parties acting on behalf of or in the interest of the Client.

Contractual Penalty

In the event of a breach, the Client owes a contractual penalty equal to the lost commission (15% of the project volume), but in any event no less than CHF 15,000 per breach.

Further damages claims remain expressly reserved.

6. Duty of Information and Cooperation

The Platform is entitled, within 6 to 12 months after the initial contact, to enquire in writing whether a direct or indirect cooperation between Client and Talent has come about.

The Client undertakes:

  • to provide truthful information within 14 calendar days;
  • to disclose all relevant contractual terms;
  • to report follow-up projects without undue delay.

If no information is provided within the deadline, the Platform is entitled to estimate the project volume based on the market remuneration customary for comparable projects.

Incorrect or incomplete information constitutes a breach of contract and may give rise to claims for damages.

7. Follow-Up Projects

A follow-up project is any further paid engagement of the same Talent by the Client within 12 months after the end of the initial project – irrespective of whether the follow-up project is substantively related to the initial project.

Follow-up projects are likewise subject to the commission obligation of 15% of the project volume.

The Client undertakes to notify the Platform of every follow-up project prior to award.

8. Confidentiality

The parties undertake to treat all information obtained in the course of the contractual relationship as confidential. This includes in particular:

  • commission rates and remuneration models of the Platform;
  • internal processes, workflows and technical details of the Platform;
  • information about the respective other contracting party (Client or Talent);
  • trade secrets and confidential project information.

The confidentiality obligation continues for a further 5 years after termination of this agreement.

9. Data Protection

The parties undertake to comply with applicable data-protection laws, in particular the Swiss Federal Act on Data Protection (FADP) and, where applicable, the EU General Data Protection Regulation (GDPR).

Details of the data processing carried out by the Platform are set out in the Privacy Notice, which forms an integral part of these GTC.

To the extent that personal data is exchanged between the parties, each party warrants that it has the necessary legal bases for such transfer.

Processing is carried out on the legal bases of contractual performance (Art. 6(1)(b) GDPR), consent (Art. 6(1)(a) GDPR), and legal obligations (Art. 6(1)(c) GDPR). For data-protection enquiries, the Platform can be reached at admin@lifesciencetalent.ai.

Use of Artificial Intelligence (AI)

To provide its placement services, the Platform uses Artificial Intelligence (AI), in particular for analysing profiles and CVs, for matching Talents and Clients, for producing written match assessments, for assisting with job briefs, and for structured pre-screening conversations with Talents.

Where a pre-screening conversation is conducted by an AI assistant, the assistant identifies itself as AI at the start of the conversation.

AI serves exclusively as a decision-support tool. No decision is taken solely on the basis of automated processing within the meaning of Art. 22 GDPR. Every consequential decision is reviewed and made by a trained natural person.

The Platform makes no warranty as to the accuracy, completeness or suitability of AI-generated recommendations, assessments and match suggestions. These are to be understood as non-binding indications and do not replace the parties' own review.

Details on AI use – in particular models, providers, human oversight, bias monitoring, audit logs and data-subject rights – are governed by the Platform's AI Governance & Ethics Policy, available at https://lifesciencetalent.ai/legal/ai-governance. That policy forms an integral part of these GTC.

Data Location and Cloud Processing

Personal data is stored exclusively on servers within the European Union (location: Frankfurt am Main, Germany).

For AI-supported processing, individual data elements (in particular CV content, job briefs, match assessments) may be transmitted to specialised processors. These processors are based in the European Union and/or in the United States of America (in particular Anthropic and Google for LLM processing).

Transfers to the United States are based on the adequacy decision under the EU-US Data Privacy Framework as well as, additionally, on Standard Contractual Clauses pursuant to Art. 46(2)(c) GDPR. Processors are contractually bound to use the data transmitted exclusively for the purpose of providing the agreed service, not to store it and not to use it for training their own AI models.

A complete list of processors and further details on legal bases, retention periods and data-subject rights are set out in the AI Governance & Ethics Policy (Section 5) and in the Privacy Notice of the Platform.

Special Categories of Personal Data

The Client undertakes not to impose, in job briefs and selection criteria, any requirements targeting special categories of personal data within the meaning of Art. 9 GDPR (in particular health, ethnic origin, religion, trade-union membership, sexual orientation, biometric data). The Platform does not process such data and does not filter profiles based on such attributes.

10. Availability of the Platform

The Platform is generally provided around the clock. The Platform cannot guarantee availability and reserves the right to temporarily suspend the service in whole or in part for maintenance, repair or further-development purposes.

The Platform is provided "as is" and "as available". The Platform makes no warranty that the service will meet the user's individual requirements or be free of errors.

The user bears the risks associated with internet use as well as the risk of any incompatibilities with its own hardware or software.

11. Use of the Platform

The user undertakes not to use the Platform for any of the following purposes:

  • transmitting unlawful, threatening, abusive, discriminatory, defamatory or offensive content;
  • transmitting content that incites criminal acts or violates applicable law;
  • collecting personal data of other users for marketing, sales or research purposes without their consent;
  • distributing viruses, malware or other harmful components;
  • impairing the Platform or other users;
  • unauthorised reproduction of copyright-protected content;
  • impersonating other users or the Platform;
  • uploading inaccurate or misleading biographical information.

The user is liable for any damage and expenses incurred by the Platform as a result of a breach of the above obligations.

The Platform reserves the right to suspend access to the Platform immediately and without prior notice in the event of suspicion of a breach of these GTC.

12. Liability

The Platform shall not be liable for:

  • the performance of the Talent;
  • project results or their quality;
  • damage arising from the cooperation between Client and Talent.

The Platform is further not liable for the accuracy, completeness or up-to-dateness of content provided on the Platform by Clients or Talents (profiles, project descriptions, CVs, etc.).

The Platform's liability is – to the extent permitted by law – limited to gross negligence and wilful misconduct. Liability for slight negligence is excluded, except in cases of personal injury.

Disclaimer of Warranty

The Platform acts exclusively as an intermediary between Talent and Client and provides no warranty whatsoever for the project relationship it intermediates. The Platform is not a party to the project agreement concluded between Talent and Client.

In particular, the Platform makes no warranty as to:

  • the quality, freedom from defects, timeliness or workmanlike performance of the services rendered by the Talent;
  • the suitability of the Talent for a specific project, or the accuracy of statements made by the Talent (qualifications, experience, availability);
  • the creditworthiness, solvency and willingness to pay of the Client;
  • the conclusion, content, proper performance or termination of the project agreement between Talent and Client;
  • defects in title or quality of the services rendered, or any infringements of third-party rights;
  • compliance with any other contractual arrangements made between Talent and Client (e.g. confidentiality, IP assignment, non-compete, insurance obligations);
  • the accuracy, completeness or suitability of AI-generated recommendations, assessments, profile analyses or match suggestions – these are to be understood as non-binding decision aids (see Section 9).

Any performance- or content-related matters must be settled directly between Talent and Client, as must any other contractual arrangements made between the parties in which the Platform is not involved. Complaints, defect notifications, warranty claims and damages claims are to be pursued without involving the Platform.

The provision of profiles, project listings, assessments or matching suggestions by the Platform constitutes neither a recommendation nor a warranty of specific characteristics. Talent and Client must independently assess the suitability of the respective other party before entering into a contract.

13. Intellectual Property

All content of the Platform – in particular texts, graphics, logos, layouts, software and databases – is protected by copyright, trade-mark and other intellectual-property rights.

The user is entitled to display the content of the Platform on screen for personal, non-commercial use, or to print a single copy, provided that all property-rights notices are kept intact.

Any further reproduction, modification, distribution or commercial use requires the prior written consent of the Platform.

14. Term and Termination

These GTC become effective upon registration on the Platform and apply for an indefinite period.

Either party may terminate the contractual relationship ordinarily at any time with 30 days' notice. The right to extraordinary termination for good cause remains reserved.

The provisions concerning commission, duty of information, non-circumvention and follow-up projects shall remain in force for 12 months beyond termination.

15. Amendment of the GTC

The Platform is entitled to amend or adjust these GTC at any time, in particular to adapt them to new legal requirements, technical developments or changed business models.

Notification of Amendments

Amendments will be communicated to the user in text form at least 30 calendar days before they take effect, generally:

  • by email to the address provided upon registration; or
  • by displaying a notice on the user's next login to the Platform.

Acceptance of Amendments

The amended GTC are deemed accepted if the user does not object to them in text form within 30 calendar days of notification. The notification shall draw particular attention to this consequence.

Alternatively, acceptance may be obtained by renewed active confirmation upon the user's next login, in particular where the amendments are material (especially commission rates, contractual penalties, liability, term).

Right to Object

If the user objects to the amendments within the deadline, either party may terminate the contractual relationship for cause as of the date the amendments take effect. Until termination, the previous GTC continue to apply.

Amendments that are material to the user's detriment (in particular increases of commission, extension of contractual penalties) always require the user's express and active consent.

16. Governing Law and Place of Jurisdiction

These GTC are governed exclusively by Swiss law, to the exclusion of its conflict-of-laws rules and of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

The exclusive place of jurisdiction for all disputes arising out of or in connection with these GTC is – to the extent permitted by law – Zug, Switzerland.

17. General Provisions

Language

These GTC are issued exclusively in English. The English version is solely authoritative. Any translations are provided for information purposes only and are not legally binding.

Severability

Should individual provisions of these GTC be or become invalid or unenforceable, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a provision that comes closest to the economic purpose of the invalid provision.

Force Majeure

The Platform shall not be liable for delays or failures due to force majeure (e.g. natural events, power outages, cyberattacks, official orders, pandemics).

No Assignment

The user may not assign or transfer rights or obligations under these GTC to third parties without the prior written consent of the Platform.

Text Form

Amendments and supplements to this agreement must be made in text form. This also applies to the waiver of this text-form requirement.

No Waiver

The non-exercise of a right by a party shall not constitute a waiver of that right.

Digital Acceptance

By ticking the box and clicking "Create Account", I (Client) confirm that I have read, understood and accept as legally binding these General Terms and Conditions and the Privacy Notice.