Terms & Conditions

Version 1.0 · In force since 12 May 2026 · English translation, for information only — the French version is binding.

These Terms & Conditions (hereinafter the “T&Cs”) govern all services provided by HeyPapaya to its professional clients (hereinafter the “Client”). They apply to the exclusion of any other terms, in particular the Client's general purchasing conditions, except where otherwise expressly agreed in writing.

1. Purpose & scope

HeyPapaya is a Swiss agency specialised in the design, deployment and operation of conversational agents, voice agents and AI-based automations for small and medium-sized enterprises. These T&Cs govern all contracts with a Client covering all or part of those services.

Any order placed with HeyPapaya entails full and unreserved acceptance by the Client of these T&Cs, together with the specific conditions set out in the quote or engagement letter (hereinafter the “Contract”). In the event of conflict, the specific conditions prevail over the T&Cs.

2. Definitions

• Audit: initial scoping workshop to identify the highest-leverage AI agent opportunities.
• AI Agent: chatbot, voice agent or software automation designed and configured by HeyPapaya.
• Deliverable: any document, code, configuration or agent delivered to the Client under the Contract.
• Third-party Services: services provided by external suppliers (AI models, telephony, hosting, etc.) used to run the Agents.
• Client Data: any data provided by the Client or collected on its behalf in connection with the services.

3. Quote & formation of the contract

Every service is subject to a written quote, free of charge and without obligation, valid for 14 days from its date of issue. The quote sets out, in particular, the scope, deliverables, schedule, price and, where applicable, the target metric.

The Contract is formed on the date the quote is signed (or expressly accepted by email), together where applicable with payment of the agreed deposit. Any change in scope is the subject of a written amendment.

4. Services

HeyPapaya principally offers the following services:

• AI Audit: mapping the Client's workflows, identifying priority use cases, quantifying the opportunities.
• Scoping & design: drafting the specification, choosing the stack, defining the success metrics.
• Build & integration: developing the Agents, integrating them with the Client's systems (CRM, calendar, telephony, etc.), testing and evals.
• Pilot: progressive deployment to a limited set of users, monitoring and adjustments.
• Full rollout: go-live, training of champions, delivery of the monitoring dashboard.
• Operation & continuous improvement: maintenance, updates, new use cases, monthly review.

The exact services ordered are described in the quote. HeyPapaya undertakes to provide the services in line with industry best practice and the reasonable diligence expected of a professional in the sector. Unless otherwise expressly stipulated, HeyPapaya's obligations are obligations of means, except those expressly qualified as obligations of result (in particular under § 10 below).

5. Client obligations

Successful delivery of the services assumes active cooperation from the Client. The Client undertakes in particular to:

• appoint a single point of contact with the necessary authority;
• provide, within the agreed deadlines, all information, access, content and authorisations required;
• warrant the quality, completeness and lawfulness of the data made available;
• take part in the planned workshops, reviews and acceptance tests;
• pay the price under the agreed terms.

Any delay attributable to the Client (missing information, access not provided, lack of approval within the deadlines) extends the delivery times accordingly and may give rise to additional billing on a time-spent basis.

6. HeyPapaya obligations

HeyPapaya undertakes to:

• provide the skills required to perform the Contract;
• regularly inform the Client of progress;
• comply with the agreed deadlines, subject to the Client meeting its own obligations;
• protect the confidentiality of information communicated by the Client (§ 12);
• recommend, where relevant, technical choices that minimise resource and cost burden on the Client.

7. Prices & payment terms

7.1 Prices

Prices are quoted in Swiss francs (CHF). HeyPapaya is not subject to Swiss VAT as at the date of these T&Cs; no VAT amount is therefore invoiced. If it becomes subject to VAT later, statutory VAT will be added to the net prices from that date.

The price of a design and deployment engagement (“build”) is, unless otherwise agreed, a fixed price set in the quote. Monthly operation services are subject to a fixed-term or open-ended subscription.

7.2 Third-party Services (pass-through)

Use of Third-party Services required to run the Agents (language models, voice minutes, telephony, hosting, etc.) is invoiced at cost, with no mark-up, upon presentation of supporting evidence. HeyPapaya communicates an indicative estimate of these costs in the quote.

7.3 Invoicing & due dates

Unless otherwise stipulated in the quote, invoicing of a build engagement is split into two milestones:

• 50% on signature of the quote (deposit), payable before work starts;
• 50% on go-live of the Agent(s) and on reaching the success metrics agreed in the quote.

Operation subscriptions are invoiced monthly, in advance.

Invoices are payable within 30 net days of the invoice date. In the event of late payment, default interest at the Swiss statutory rate (5% per annum, art. 104 CO) is due automatically, without prior notice. HeyPapaya reserves the right to suspend any ongoing service in the event of persistent non-payment after a formal notice has been left without effect.

8. Delivery times

Indicated deadlines are given for information only. HeyPapaya uses reasonable means to meet them. They can only be considered essential within the meaning of art. 108 § 3 CO if they have been expressly qualified as such in writing in the quote.

9. Acceptance

On delivery of each Agent, the Client has an acceptance period of 10 business days to notify in writing any material non-conformity against the specification. Absent any such notification within that period, the Agent is deemed accepted.

In the event of recognised non-conformity, HeyPapaya carries out the necessary corrections within a reasonable time. Requests outside the initial scope are subject to an amendment.

10. Outcome guarantee

Where a target metric is expressly stipulated in the quote (e.g. lead qualification rate, ticket deflection rate, direct booking rate), HeyPapaya undertakes, in addition to its obligation of means, to continue iterating until that metric is reached, within the scope and conditions defined. This commitment:

• assumes that the Client has met its own obligations (§ 5);
• is limited to the purpose and scope of the original Contract;
• does not cover changes in market, volumes or regulation outside the parties' control.

The outcome commitment does not amount to a guarantee of any future revenue or return on investment for the Client.

11. Intellectual property

11.1 Specific deliverables

Subject to full payment of the price, HeyPapaya grants the Client a worldwide, non-exclusive, perpetual licence to use the Deliverables specifically developed for the Client, for the internal needs of its business. Full transfer of economic rights may be agreed in writing in the Contract for a specific price.

11.2 Pre-existing components & know-how

HeyPapaya retains full ownership of its tools, methods, know-how, generic prompts, libraries, templates and any element pre-existing the Contract or developed independently. The Client benefits from them under the licence to use the Deliverables.

11.3 Open-source & third-party components

Deliverables may include open-source or third-party components subject to their own licences. HeyPapaya provides the list on request. The Client undertakes to comply with those licences.

11.4 Client data & content

The Client remains the full owner of its data, content and trademarks. It grants HeyPapaya a non-exclusive, free-of-charge licence, limited to the term of the Contract, to use them strictly for the purpose of performing the services.

12. Personal data & confidentiality

The parties undertake to comply with the FADP and, where applicable, the GDPR. Where HeyPapaya processes personal data on the Client's behalf, it acts as a processor within the meaning of art. 9 FADP / art. 28 GDPR. A data processing agreement (DPA) is entered into on request, or built into the Contract.

Each party undertakes to keep strictly confidential all non-public information exchanged under the Contract, and not to disclose it to third parties without prior written consent, for the term of the Contract and for 5 years after its end.

The detailed terms for processing data are set out in the Privacy policy.

13. Liability

HeyPapaya's liability is engaged under Swiss law, limited to direct, foreseeable and proven damage. It does not cover:

• indirect damages (loss of revenue, loss of profits, reputational harm, loss of data not backed up by the Client, etc.);
• the consequences of misuse of the Agents by the Client or its users;
• failures of Third-party Services outside HeyPapaya's reasonable control;
• content produced by the Agents when published or distributed without human review by the Client.

HeyPapaya's overall liability, on all grounds combined, is limited to the amount actually received from the Client under the relevant Contract during the 12 months preceding the triggering event. This limitation does not apply in cases of established wilful misconduct or gross negligence.

14. Non-solicitation

For the term of the Contract and for 12 months after its end, the Client undertakes not to solicit, directly or indirectly, for employment or assignment, HeyPapaya's staff or subcontractors who took part in the performance of the Contract, save with prior written consent. In the event of breach, lump-sum compensation equal to 6 months of the gross remuneration of the person concerned shall be due.

15. Termination

The Contract may be terminated by either party:

• By right, with no compensation, in the event of a material breach by the other party of its essential obligations, not remedied within 30 days of a written formal notice;
• For operation subscriptions: subject to 30 days' notice before the end of a calendar month;
• For fixed-price build engagements: in the event of termination for convenience by the Client during performance, the services already delivered remain due, together with compensation covering commitments already made by HeyPapaya to third parties.

At the end of the Contract, HeyPapaya returns or deletes the Client Data on request, subject to statutory retention obligations.

16. Force majeure

Neither party can be held liable for a delay or failure caused by a force majeure event within the meaning of Swiss case law (natural disasters, pandemics, acts of authority, generalised telecoms or major Third-party Service outages, etc.). The party affected shall inform the other as soon as possible. If the event persists for more than 60 days, either party may terminate the Contract in writing, without compensation.

17. References & communication

Unless the Client objects in writing, HeyPapaya is entitled to cite its name and logo as a commercial reference (website, presentations, proposals), without disclosing confidential information. A detailed case study is the subject of a separate written agreement.

18. Miscellaneous

• Independence of the parties: HeyPapaya acts as an independent service provider. Nothing in the T&Cs creates a partnership, joint venture, general agency or employment relationship.
• Amendment of the T&Cs: HeyPapaya reserves the right to amend these T&Cs. The applicable version is the one in force on the date the quote is signed.
• Partial nullity: if any clause of the T&Cs is held to be null and void, the remaining clauses remain applicable.
• Assignment: neither party may assign the Contract without the other's written consent, save to an affiliated entity or in the event of a universal transfer of assets.
• Notices: any notice is given by email to each party's contact address, or by registered letter to its registered office.

19. Governing law & jurisdiction

These T&Cs and any Contract entered into with HeyPapaya are governed by Swiss law, to the exclusion of conflict-of-laws rules and the Vienna Convention on Contracts for the International Sale of Goods (CISG).

Any dispute relating to their validity, interpretation or performance shall be submitted to the exclusive jurisdiction of the ordinary courts of the Canton of Vaud, subject to appeal to the Swiss Federal Supreme Court. The parties shall use reasonable efforts, prior to any contentious action, to resolve their dispute amicably within a reasonable time.

This English version is provided for information only. In case of any discrepancy with the French original, the French version shall prevail. Independent legal review is recommended before first contractual use, particularly to adapt the document to sector specifics (regulated industries, public procurement, international contracts) and to confirm the “outcome guarantee / liability cap” pair sits within your professional liability cover.