1. Preamble

AppArranger AG, with its registered office at Lerchenfeldstrasse 3, 9014 St. Gallen, (hereinafter referred to as “AppArranger”), offers software solutions and software tools (hereinafter referred to as “SOFTWARE”) that enable service providers (hereinafter referred to as “APPOINTMENT PROVIDERS”) and their consumers (hereinafter referred to as “APPOINTMENT BOOKERS”) to book and manage appointments online. AppArranger provides this SOFTWARE to the Appointment Providers and Appointment Bookers (hereinafter jointly referred to as “CUSTOMERS”).

All rights of the SOFTWARE  remain with AppArranger. By installing and/or using the SOFTWARE, a software license agreement is concluded between the CUSTOMERS (as licensee) and AppArranger (as licensor).  

APPOINTMENT PROVIDERS pay AppArranger a flat fee per booking, i.e. per appointment. For the APPOINTMENT BOOKER the use is free of charge.  

The CUSTOMERS agree to the following contractual provisions.  

2. Scope of Application

The subject of these TERMS OF USE are the rights to use the SOFTWARE made available online for use or download. 

These TERMS OF USE shall apply both to the fee-based use by the APPOINTMENT PROVIDERS and to the free use by the APPOINTMENT BOOKERS.

3. Subject matter of the contract and services of AppArranger towards APPOINTMENT BOOKER

AppArranger provides the SOFTWARE to the Appointment Booker in the form of a free mobile app, with the help of which the APPOINTMENT Booker can book and manage appointments with various APPOINTMENT PROVIDERS. In order to use the SOFTWARE, the APPOINTMENT BOOKER must only perform an initial registration (so-called registration) in the Mobile App. 

AppArranger reserves the right to modify the SOFTWARE provided free of charge both as a Mobile App (for APPOINTMENT BOOKERS) or to discontinue making it available.

4. Subject matter of the contract and services of AppArranger towards APPOINTMENT  PROVIDER

AppArranger shall provide the following services to the APPOINTMENT PROVIDER: 

• a paid appointment booking solution via web application 
• support services by AppArranger or an AppArranger partner support service 
• the rights of use required for the duration of the contract 

AppArranger shall provide the APPOINTMENT PROVIDER with a fee-based SOFTWARE in the form of a WebApp for appointment booking management, via which the APPOINTMENT PROVIDER can handle all appointment booking and appointment management. The scope of all included functions and components of the respective current version of the SOFTWARE can be found on the website www.apparranger.com.

5. Conclusion of contract

The use of the SOFTWARE via Mobile App requires the creation of a user account by the APPOINTMENT BOOKER.  

The use of the SOFTWARE via WebApp requires the creation of a user account by the APPOINTMENT PROVIDER. This requires information about the company, industry, services, country, first and last names of employees, e-mail addresses and passwords. E-mail addresses and passwords also serve as access data for the APPOINTMENT PROVIDER and all employees registered via WebApp. 

By using or downloading the SOFTWARE, the APPOINTMENT PROVIDER and the APPOINTMENT BOOKER agree to the Terms of Use. AppArranger accepts the contract by activating the account or by providing access to the respective WebApp. Only by this the contract between the CUSTOMER and AppArranger is concluded. AppArranger is not obligated to accept the CUSTOMER and thus to conclude the contract.

6. Billing and fees for APPOINTMENT PROVIDERS

6.1. Payment options  

• The APPOINTMENT PROVIDER settles services to be paid for directly and easily via a payment function in the WebApp. Various payment options are available to the APPOINTMENT PROVIDER.  
• In addition to the usual payment methods, the APPOINTMENT PROVIDER has the option of acquiring AppArranger Credits and using them as a means of payment.  
• One AppArranger Credit corresponds to the value of CHF 1.- or the value of EUR 1.- for all member states of the European Union. No upper limit is set for the purchase of credits.

6.2. Billing details, costs and due date for APPOINTMENT PROVIDERS

Billing details, the amount and due date of services to be paid for booked appointments via SOFTWARE from AppArranger are as follows.  

• Invoicing is shown in the billing area of the WebApp and is done monthly in arrears with a payment period of 10 days from the date of invoicing.  
• The fees charged by AppArranger amount to CHF 1 (plus VAT) (or EUR 1 (plus VAT) in the rest of the EU countries) or 1 (in words: one) AppArranger Credit per successful booking between APPOINTMENT BOOKER and APPOINTMENT PROVIDER via the AppArranger SOFTWARE.  
• Money credited to an account is always refunded in the form of AppArranger Credits and is shown as such in the billing area of the WebApp. 
• In order to increase the booking chances of his services offered to the APPOINTMENT BOOKERS, the APPOINTMENT PROVIDER has the possibility to set a bid price for a possible appointment booking. By placing a bid, it is possible for an APPOINTMENT PROVIDER to achieve higher visibility in the search results of the category of services it offers and thus increase the likelihood of an appointment booking by an APPOINTMENT BOOKER who is searching for an APPOINTMENT PROVIDER with corresponding services. In case of an appointment booking by a submitted bid, the corresponding bid price (which must always be above the price of CHF 1.- / EUR 1.-) will be additionally charged in the monthly billing by AppArranger. 
• The purchase of AppArranger credits and the corresponding conditions can be found to each case in the current AppArranger credit purchasing information of the WebApp.

7. Restriction on use

The CUSTOMER is obliged to provide genuine, comprehensive and correct information within the scope of the business relationship and to always keep the specific information up to date. The CUSTOMER shall treat all data confidentially (this applies in particular to log-in data and passwords). If the CUSTOMER suspects misuse by third parties, he must inform AppArranger of this immediately. 

The CUSTOMER shall refrain from all actions that may endanger or impair the technical functionality of the SOFTWARE (including cyber-attacks). Such conduct shall be subject to criminal prosecution. 

The APPOINTMENT PROVIDER shall take reasonable precautions to protect the SOFTWARE from unauthorized access by third parties and shall notify its employees or persons similar to employees of any measures to be taken or train them. 

The APPOINTMENT PROVIDER is responsible for setting up the necessary infrastructure to ensure the intended operation of the SOFTWARE. AppArranger is not obligated to provide further information or instructions in this regard.

8. Copyrights

AppArranger transfers the SOFTWARE to the CUSTOMER non-exclusively and limited in time, content and location for the purpose of the contractual relationship. The exclusive right to use and exploit the SOFTWARE remains with AppArranger in any case.  

The CUSTOMER may use the SOFTWARE exclusively for the purposes intended by AppArranger. 

Sublicensing or further licensing is only permitted with the express consent of AppArranger. Resale of the SOFTWARE also requires the express consent of AppArranger. 

Markings of the SOFTWARE, especially copyright notices, trademarks, serial numbers or similar may not be removed, changed or made unrecognizable.

9. Audit Clause (APPOINTMENT PROVIDER)

AppArranger is entitled to demand proof from the APPOINTMENT PROVIDER that the SOFTWARE is being used as intended. Any queries in connection with the use of the SOFTWARE are to be answered correctly and truthfully.  

AppArranger shall be entitled to verify the compliant use of the SOFTWARE by the CUSTOMER in accordance with the intended purpose and license at any time after a prior notification period of at least 14 days on site (license audit). AppArranger may avail itself of the assistance of an auditor or lawyer bound to secrecy for this purpose. AppArranger will protect business and trade secrets as well as data protection interests of the CUSTOMER to the best of its ability. The license audit shall be carried out during normal business hours while maintaining the CUSTOMER’s business operations. The costs incurred in this connection shall be borne by each party. APPOINTMENT PROVIDERS shall provide AppArranger with the information necessary for such purposes and shall cooperate with AppArranger in the course of the license audit. Otherwise, AppArranger shall be entitled, without prejudice to further legal claims, to withhold its services or to permanently discontinue them without notice with immediate effect.

10. Limitation of the obligation (APPOINTMENT BOOKER)

Since APPOINTMENT BOOKER is not owed a paid version, AppArranger is under no obligation to provide the SOFTWARE. AppArranger reserves the right to discontinue the SOFTWARE without notice. The release of source code, user manuals or support is expressly not owed.

11. Adaptation requests

The CUSTOMER is entitled to suggest changes to the SOFTWARE, which AppArranger will consider favorably. However, AppArranger is not obligated to comply with these change requests.

12. Liability and warranty

AppArranger points out that according to the state of the art it is not possible to produce software in such a way that it works error-free in all applications and combinations. Therefore, the subject of this contract is only a software that works essentially according to the instructions (program description, user manual) and the communicated system requirements (compatible and presupposed hardware and software).  

AppArranger excludes any liability and warranty of the SOFTWARE and the results obtained with it. The suitability of the SOFTWARE for a certain purpose and the compatibility with other software and hardware is not guaranteed.  

In particular, AppArranger is not liable for any damages (including, without limitation, damages for loss of profits, unrealized savings, business interruption, loss of information or data, or other pecuniary loss) arising out of the use of the SOFTWARE or the inability to use the SOFTWARE as intended. In any case, liability shall be limited to the amount actually paid by CUSTOMER for the license. This exclusion does not apply to damages caused by intent or gross negligence by AppArranger. 

Since no paid version of the Mobile App for APPOINTMENT BOOKER’s is owed, all warranty and liability claims against AppArranger are excluded to the full extent. This shall not apply in the event of intentional damage.

13. Obligation to indemnify and to hold harmless 

If a claim is made against AppArranger by a third party due to the CUSTOMER’s illegal use of the SOFTWARE, the CUSTOMER is obligated to indemnify and hold AppArranger harmless.

14. Changes of the TERMS OF USE

AppArranger is entitled to change these TERMS OF USE at any time. AppArranger will notify the CUSTOMER of such changes by sending or making available the amended TERMS OF USE to the last contact details provided by the CUSTOMER. The CUSTOMER has the right to object to the changes. If the CUSTOMER does not object within 14 days after notification of the changes, implicit consent to the amended TERMS OF USE shall be assumed.

15. Data Protection, and Protection of Business and Trade secrets

The transfer of data and information to a specific business partner is only permitted to the extent necessary for the fulfillment of the contractual TERMS OF USE (cf. Art 6 (1) lit b GDPR). In all other respects, AppArranger and the CUSTOMER mutually undertake to maintain the confidentiality of the information and data of which they become aware as a result of the present business relationship, and both parties are in particular obliged to maintain data secrecy. These confidentiality obligations shall also extend beyond the contractual agreement. AppArranger and the APPOINTMENT PROVIDER further obligate themselves to inform and instruct their employees and subcontractors in this respect. 

AppArranger points out that data of the CUSTOMER may be processed for advertising purposes based on legitimate interests (Art 6 para 1 lit f GDPR). The CUSTOMER may object to this form of data processing at any time (Art 21 para 2 GDPR). 

Both parties further obligate themselves to adequately protect mutually disclosed business and trade secrets.

16. Reference Clause

AppArranger is entitled to refer to the relationship with the CUSTOMER as APPOINTMENT PROVIDER by a reference on its homepage and its business papers. In this context, AppArranger is entitled to use the logo of the CUSTOMER as APPOINTMENT PROVIDER.

17. Duration of TERMS OF USE

The contractual agreement with the CUSTOMER is concluded for an indefinite period. It may be terminated at any time by either party with immediate effect.

18. Blocking of the SOFTWARE Access

If AppArranger has a reasonable suspicion that the CUSTOMER uses the SOFTWARE in an illegal way, AppArranger is entitled to block the access to the SOFTWARE immediately and without prior notice. The assertion of further rights and claims by AppArranger remains unaffected by such a blocking.

19. Place of Jurisdiction and Applicable Law

This contractual relationship is based on Swiss law and Swiss law shall be applicable. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) as well as the application of conflict of law rules are hereby precluded.  

The exclusive place of jurisdiction for all legal disputes arising from this contractual relationship is, subject to the relevant consumer provisions, the registered office of AppArranger.

20. Miscellaneous

Should individual provisions of these TERMS OF USE be inapplicable or invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid provision that comes as close as possible to the intention of both contracting parties in the current TERMS OF USE.