Terms and conditions

1. Who we are

SPTS Portage is a trade name of SPTS - Swiss Payroll & Tax Services Sàrl ("SPTS"). It is not a separate company: any contract concluded under the SPTS Portage name is concluded with SPTS.

• Legal name: SPTS - Swiss Payroll & Tax Services Sàrl
• Registered office: Chemin de la Chesnaie 8, 1219 Châtelaine, Geneva
• IDE: CHE-272.150.214, entered in the commercial register of the Canton of Geneva
• Phone: +41 22 508 01 39 · Email: portage@spts.ch

SPTS is licensed by the Canton of Geneva and by SECO for staff leasing and recruitment, in Switzerland and abroad:

• a cantonal licence from the Geneva Cantonal Office for Labour Inspection and Relations (OCIRT), for staff leasing and private recruitment in Switzerland;
• federal licences from the State Secretariat for Economic Affairs (SECO), in addition to the cantonal licence, for staff leasing from Switzerland to other countries and private recruitment between Switzerland and other countries.

Verify in the federal register (opens in a new tab)

2. Scope and incorporation into the contract

Incorporation. These terms apply to a contract between SPTS and a business client where that contract (accepted offer, staff leasing contract, payroll services engagement or partnership framework agreement) expressly refers to them and the client was able to read them before accepting it.

Dated version. The applicable version is the dated version designated in the contract. SPTS keeps, with each contract, the version of these terms accepted by the client, and provides it to the client on request. A link to a page of the site, whose content may change, is not enough to determine that version.

What they do not govern. They do not apply to the relationship between SPTS and the workers it employs. That relationship is governed by the employment contract concluded with each of them, by the collective employment agreement for staff leasing (CCT Location de services), which has been declared generally binding, and by mandatory Swiss law.

The site. Visiting the site does not constitute acceptance of these terms. Use of the site is governed by the legal notice, and the processing of personal data by the data protection policy.

The client's terms. The client's general terms and conditions apply only if SPTS has accepted them in writing. A purchase order, confirmation or other document of the client that refers to its own general terms and conditions does not derogate from these terms.

3. Definitions

• Client: the company, organisation or agency that contracts with SPTS.
• Hiring company: the client to whom a worker is assigned and who directs their work.
• Worker or consultant: the person employed by SPTS and assigned to a hiring company.
• Assignment: the period during which the worker carries out their activity for the hiring company.
• Staff leasing contract: the written contract concluded between SPTS and the hiring company for each assignment.
• Payroll services engagement: the contract by which a client, which remains the employer of its employees, entrusts SPTS with preparing their payroll.
• Partner agency: the recruitment agency that introduces a consultant and their client to SPTS, under a partnership framework agreement.

4. Conclusion of contracts, written form and order of documents

Each service is the subject of a written offer, valid for 30 days unless stated otherwise. A simulation is not an offer.

Each assignment is the subject of a written staff leasing contract, concluded before the assignment starts and containing the particulars required by the Federal Act on Recruitment and the Hiring of Services (LSE). The worker, for their part, concludes a written employment contract with SPTS.

Signature. During a transitional period, documents for which the law or the contract requires written form are signed by hand, in particular the staff leasing contract and the worker's employment contract. Other documents may be accepted through the signature system of SPTS's portals, which freezes the document, keeps its fingerprint, maintains a log and produces a proof page.

In the event of any conflict, the documents apply in the following order: the signed contract (staff leasing contract or payroll services engagement), the partnership framework agreement, the accepted offer, then these terms and conditions. Negotiated and signed terms prevail over standard terms.

5. Communications

SPTS and the client may exchange information and documents by email and through the client portal. An email does not guarantee its receipt or that a deadline is met: for any step subject to a deadline, in particular reporting an accident, an absence or the end of an assignment, the client makes sure that SPTS has confirmed receipt.

Emails are encrypted in transit where the email services allow it, but not end to end. Health data, named salary data and identity documents are sent through the portal.

Statements that must be made in writing under these terms may be made by email, except where the law or the contract requires signed written form.

6. Staff leasing

SPTS is the worker's legal employer. It concludes the employment contract, pays the salary as employer, pays the contributions to social insurance, occupational pensions, accident insurance and daily sickness benefits insurance, deducts withholding tax where due and issues salary certificates. It applies the CCT Location de services. The form known as Employer of Record is staff leasing.

The hiring company directs the work. It exercises the authority to direct and supervise the performance of the work, gives operational instructions, organises the work and ensures, at its workplace, compliance with the rules on working and rest time, occupational safety and health protection. How liability follows this division is set out in article 14.

The worker does not provide services under a contract for work or an agency contract with SPTS: SPTS is not liable for the result of their work.

The hiring company undertakes to:

• communicate, before the assignment, the place of work, the position, the qualifications required, the working hours and, where applicable, the collective employment agreement declared generally binding that applies to its business;
• approve the timesheets within 5 working days after the end of each month;
• notify SPTS without delay of any accident, any absence and any early end of the assignment;
• not assign the worker to a third party, or send them to work outside Switzerland, without SPTS's prior written consent.

Where a work permit is required, SPTS applies for it. The start of the assignment depends on the authority's decision, whose timing SPTS does not control.

7. Payrolling

Payrolling is a form of staff leasing in which the consultant has found the assignment themselves, or obtained it through a partner agency. SPTS employs the consultant and assigns them to the hiring company; article 6 applies.

Where the worker was chosen by the client or by a partner agency, or came with their own assignment, SPTS is not liable for that choice, nor for the qualifications the worker declared to the hiring company.

SPTS's commission is calculated on the total invoiced to the client, commission included. That total includes the gross salary, employer contributions, the contributions provided for by the CCT Location de services, recharged expenses and the commission itself. Where the assignment is invoiced in a foreign currency, the commission is calculated on the amount received in Swiss francs after conversion. The rate and the monthly minimum are set in the offer and in the contract.

8. Payroll services

Where the client remains the employer of its employees and entrusts SPTS with preparing their payroll, the relationship is an agency contract (mandat) within the meaning of art. 394 et seq. of the Swiss Code of Obligations (CO). The scope of the engagement (payslips, social insurance declarations, withholding tax, salary certificates, annual declarations) is defined in writing.

The client's data. Each month, the client sends complete and accurate data by the 20th of the month at the latest, and reports any change (arrival, departure, absence, change in salary or family circumstances). SPTS relies on this data; unless otherwise agreed, the engagement does not include an independent check of its accuracy. If SPTS notices an apparent inconsistency, it asks for the necessary clarification.

Approval. The client reviews and approves the payslips and declarations before they are paid or filed. This approval does not relieve SPTS of its responsibility for its own services.

Payments. The client pays the salaries and contributions itself, on the basis of the documents prepared by SPTS (payslips, payment orders, declarations). SPTS does not hold the client's funds.

SPTS's role for data. SPTS's role depends on the processing. Where it processes the data of the client's employees in accordance with the client's instructions, including to prepare the employer's declarations, SPTS acts as processor within the meaning of art. 9 of the Federal Act on Data Protection (LPD), and the client remains the controller. For its own processing, for example invoicing the engagement and managing its contacts at the client, SPTS is the controller.

Data processing agreement. A data processing agreement is concluded with the engagement. It covers at least the client's instructions, confidentiality, security measures, the use of sub-processors, transfers of data abroad, the notification of security incidents, the assistance SPTS provides to the client, in particular in responding to requests from data subjects, and the return or deletion of the data at the end of the engagement. SPTS keeps a record of the processing activities it carries out on behalf of its clients.

End of the engagement. In accordance with art. 404 CO, either party may terminate the engagement at any time. A party that does so at an inopportune time compensates the other for the resulting damage. Services performed until the end of the engagement remain payable. At the end of the engagement, SPTS returns to the client its data and the documents prepared for it, and passes to its new provider, on request, the items needed for payroll continuity; it then deletes the data, subject to the copies it is required by law to keep.

9. Recruitment agencies, foreign companies and assignments abroad

Partner agency. Collaboration with an agency is governed by a partnership framework agreement, which sets out in particular the invoicing model, the agency's remuneration and SPTS's undertaking not to solicit the clients the agency introduces to it. These terms apply to anything the framework agreement does not cover.

Two situations must be distinguished where a company established abroad is involved:

• An agency established abroad introduces a candidate. The candidate is hired directly by SPTS, under an employment contract concluded with SPTS alone. SPTS is their employer; they are not subordinate to the agency during the assignment.
• A company established abroad remains the employer of its employee and leases them out in Switzerland. This situation is not an SPTS service: SPTS does not take on, in order to lease them out again in Switzerland, a person whose employer remains a foreign company.

The fact that a consultant lives abroad, for example a cross-border commuter, does not in itself make the arrangement staff leasing from abroad: a consultant whom SPTS hires itself is SPTS's worker, whatever their country of residence.

Assignment abroad. Where an SPTS worker is to carry out an assignment outside Switzerland, the terms of the assignment are agreed in writing, assignment by assignment, before it starts: the employment law rules that apply locally, the authorisations required in the country concerned, social insurance, insurance, tax, and the allocation of obligations between SPTS, the client and, where applicable, a local company. Without that agreement, the assignment does not start.

10. Prices and invoicing

Prices are set in the offer or in the contract. VAT is added at the statutory rate where due.

SPTS invoices monthly, on the basis of the approved timesheets or the amount agreed for staff leasing and payrolling, and of the fees agreed for payroll services.

Any dispute about an invoice must be sent in writing within 10 days of its receipt, stating the reasons. The undisputed part remains payable on the due date.

11. Payment and late payment

Due date. Unless otherwise agreed, invoices are payable within thirty days of the invoice date. The due date is shown on each invoice.

Default. Where the signed contract sets the due date, the client is in default as soon as it expires, without a reminder. In other cases, the client is put in default by a reminder; a due date shown only on the invoice does not amount to an agreement. Once in default, the client owes default interest as provided by law (art. 104 CO).

Costs. SPTS charges reminder fees only if they are provided for in the contract, and in a reasonable amount. Collection costs are charged to the client only to the extent permitted by law.

Prolonged late payment. If an invoice remains unpaid 30 days after a written reminder, SPTS may require security or advance payment, refuse any new assignment and terminate the contract concerned, after informing the client in writing. SPTS remains bound to pay the worker's salary within the time limits imposed on it by employment law, including during the worker's notice period: this is why late payment cannot be tolerated indefinitely.

The client may set off its own claims against SPTS's invoices only with SPTS's written consent.

12. Hiring of the worker by the hiring company

The hiring company is free to hire the worker after the end of the assignment. No clause may prevent it from doing so, or prevent the worker from concluding an employment contract with it (art. 22 LSE).

SPTS does not claim any general fee. A fee is due to SPTS only under the conditions and within the limit set by art. 22 LSE: the assignment lasted less than three months without interruption, and the worker joins the hiring company less than three months after the end of the assignment.

Its amount is at most the administrative costs and profit that SPTS would have invoiced for a three-month assignment, less the administrative costs and profit already paid by the hiring company for that assignment. It is set in the staff leasing contract.

13. Duration and termination of contracts

The duration of the assignment and the notice periods of the staff leasing contract are set in that contract. A fixed-term contract ends on its expiry date.

Either party may terminate a contract with immediate effect for good cause, in particular in the event of a serious breach by the other party or the withdrawal of a licence.

End of the assignment and end of the employment contract. The end of an assignment does not in itself end the worker's employment contract, whose notice periods are distinct from those of the staff leasing contract.

Early termination decided by the client. Where the client's decision to end an assignment before its term, or without observing the agreed notice, gives rise to salary obligations for SPTS towards the worker, SPTS may invoice the client the costs it actually owes as a result, to the extent provided for in the staff leasing contract. In that case:

• SPTS takes reasonable steps to limit those costs, in particular by seeking a new assignment for the worker;
• savings made and amounts recovered, in particular from an insurer or a new hiring company, are deducted;
• where the worker is reassigned, the same period is not invoiced twice;
• no cost is invoiced to the extent that the early termination results from a failing by SPTS.

At the end of a contract, services performed and costs incurred up to its end remain payable.

14. Liability

What SPTS is liable for. SPTS is liable for the diligent performance of its own obligations: employing the worker, paying the salary and contributions, declarations to social insurance bodies and authorities, compliance with the CCT Location de services and, for payroll services, the proper performance of the engagement (art. 398 CO). It is liable for its staff as for its own acts (art. 101 CO). It retains its obligations as employer and as staff leasing provider throughout the assignment.

What the client is liable for. Liability is allocated according to the control each party exercises. The hiring company is liable for what it directs: its operational instructions, the organisation of the work and the safety of its site, including any resulting damage. These terms do not effect any general transfer of liability from SPTS to the client, or from the client to SPTS.

The client's insurance. The hiring company maintains liability insurance appropriate to its activity, covering in particular damage caused by leased workers under its direction. It provides SPTS with a certificate of insurance on request.

Limitation. Whatever the basis of the claim, SPTS's liability is limited, per event giving rise to damage, to its own remuneration for the service that caused the damage, excluding VAT:

• for staff leasing and payrolling: SPTS's commission for the assignment concerned, namely its average monthly commission for that assignment multiplied by twelve, including for an assignment of less than twelve months;
• for payroll services: twelve times the agreed monthly fees for the engagement concerned.

Salaries, social security contributions and third-party costs shown on invoices are not included in this calculation. Several instances of damage resulting from the same cause or the same error constitute a single event giving rise to damage.

What the limitation does not cover. It does not apply in cases of wilful misconduct or gross negligence, nor to any other liability that the law does not allow to be limited, nor to SPTS's obligations towards the worker, which are governed by mandatory employment law.

The client's information. SPTS is not liable for consequences attributable to inaccurate, incomplete or late information or data provided by the client, nor for decisions taken by the client against its advice. SPTS remains liable for its own failings.

Force majeure. Neither party is liable for non-performance due to an event of force majeure, for as long as it lasts.

15. Confidentiality

Each party keeps confidential the non-public information obtained from the other, in particular financial terms, salaries and data relating to workers and employees, during the relationship and after it ends. This obligation does not prevent disclosures that the law requires or permits, in particular to an authority.

For the business information designated in the contract, the contractual obligation may be limited to five years after the end of the relationship. That limit does not end the statutory duties of discretion, in particular those protecting personal data and those of SPTS as employer.

Confidentiality and retention are distinct. How long information remains confidential says nothing about how long it is kept. Retention follows the law and the data protection policy.

SPTS requires its staff and technical service providers to comply with confidentiality obligations and, where they process personal data, with data protection obligations appropriate to their role.

16. Data protection

SPTS processes personal data in accordance with the Federal Act on Data Protection (LPD) and, for workers, with art. 328b CO, the LSE and its ordinance (OSE). Its role depends on the processing:

The hiring company receives only the worker data that the assignment requires. It uses that data only for the assignment and does not disclose it to third parties. A client established outside Switzerland never receives the worker's full payroll file, family data or health data by default; a transfer to a country that does not ensure an adequate level of protection requires appropriate safeguards agreed with that client.

The client sends SPTS only the data needed for the service. Sensitive data, in particular health data, is sent only where it is essential, and through the portal.

Details are set out in the data protection policy.

17. What SPTS does not do

• No individual tax or legal advice. SPTS applies the social insurance and withholding tax rules as part of its services. It does not give tax or legal advice on the personal situation of the client or the worker, and does not represent them before an authority or a court. Where a matter requires it, SPTS refers them to the appropriate specialist.
• No guarantee of the authorities' decisions. Decisions of the tax administration, a compensation fund, a migration authority or any other authority are theirs to make.
• No re-leasing of a foreign company's employee. SPTS does not take on, in order to lease them out again in Switzerland, a person whose employer remains a company established abroad (article 9). An SPTS worker is always employed by SPTS, under an employment contract concluded with SPTS alone.
• No guarantee of the result of the work of the worker, which is directed by the hiring company (article 6).

18. References and trade name

SPTS cites a client's name or logo as a reference only with its written consent.

The names "SPTS" and "SPTS Portage", and the associated logos, belong to SPTS. The client acquires no right to use them.

19. Changes to these terms

SPTS may update these terms. A new, dated version applies to new contracts that refer to it.

Contracts in progress. A substantial change applies to a contract in progress only with the client's agreement. SPTS communicates the new version in writing at least 30 days before the proposed date; without the client's agreement, the contract in progress remains governed by the version it designates.

Previous versions remain available at their own address, and the version accepted with each contract is kept with it (article 2).

20. Final provisions and language

If a clause is void or unenforceable, the other clauses remain valid, and the clause is replaced by the one that comes closest to the parties' intention.

The client may not assign its rights and obligations without SPTS's written consent.

Language. These terms are published in French and English; the two versions correspond and bear the same date. In the event of any discrepancy, the French version prevails. Where a contract is signed in English, it designates itself the language that prevails for its own clauses; the clauses negotiated in that contract apply in the language it designates, and these terms in their French version.

21. Governing law and jurisdiction

These terms and the contracts they supplement are governed by Swiss law.

The place of jurisdiction is Geneva, SPTS's registered office, subject to any mandatory place of jurisdiction provided by law.