Organization Terms

1.1 What these terms are. These terms govern the relationship between Apsara Software GmbH and an organization that uses Ocio's services ("you", the "organization"). Our services are defined in § 2. "Organization" has the meaning given in the Ocio End-User Terms and Conditions, § 1.2: it includes commercial, non-profit, voluntary and administrative organizations, registered or unregistered, and single persons.

1.2 When these terms apply. These terms apply to every organization that has concluded a purchase contract with Ocio, from the moment the purchase contract is concluded. The purchase contract refers to these terms at its start. How and when the purchase contract is concluded is set out in the purchase contract itself.

1.3 Relation with the purchase contract.

(a) General terms and specific terms. This document contains general terms that are the same for every organization. The purchase contract contains the details that are specific to your organization, for example your package, add-ons, prices, billing period and start. The terms and conditions that apply to you are the combination of both.

(b) Overrides. Where the purchase contract provides otherwise than these general terms, the purchase contract applies, but only for the clause it overrides. Every clause of these general terms that the purchase contract does not override applies unchanged.

(c) Annexes. The annexes to these general terms apply where your purchase contract includes the services they cover. If they contradict each other or these general terms, this order applies, subject to (b): first the service annexes (Annex B), then the data processing agreement (Annex A), then these general terms.

1.4 Responsible person. The person who signs the purchase contract for the organization is the responsible person. Signing electronically, including placing an order online, counts as signing. By signing, the responsible person confirms that they are authorized to bind the organization. If the organization is not registered, or is a single person, the responsible person is bound by the purchase contract and these general terms personally, together with the organization.

1.5 Your staff and the End-User Terms. Every person who uses the platform, including your owners, administrators, teachers and other staff, does so with their own Ocio account under the Ocio End-User Terms and Conditions. These terms add to the End-User Terms for everything that concerns your organization's use of the platform.

2.1 The platform. For the duration of the contract, you may use the Ocio platform to list, manage, sell and deliver your products and services, and to use the convenience tools and the support for business functions it provides. Which services you receive is set out in your purchase contract. This right of use is non-exclusive and cannot be transferred.

2.2 Your website. We offer the following ways of running Ocio for your organization.

(a) Branded website built by Ocio. We build, host and maintain a website in your organization's branding (white label). You manage your content, such as offers, schedules, prices, teachers and policies, through the administration tools; we run everything beneath, including hosting, security and updates. The subscription prices apply to this kind of website. It runs either:

(i) on an Ocio subdomain: the subdomain must be available, and its name must be aligned with your organization's brand. We may refuse a name that is misleading or infringes the rights of others; or

(ii) on your own domain: you purchase the domain yourself, remain its owner and are responsible for renewing it in time. You authorize us to manage the domain as needed to run the website on it. If the domain expires, or its settings are changed without us, the website may become unreachable; we are not responsible for this.

(b) Ocio embedded in your own website. We can also support integrating Ocio into a website you run yourself. This mode is not covered by the subscription prices: its steps and pricing are discussed and agreed separately and set out in your purchase contract. Where you use this mode:

(i) your website, whether new, existing or redesigned, remains yours, and so does responsibility for it: its hosting, content, security, availability and legal notices;

(ii) we provide the means to integrate Ocio, such as APIs, widgets and Ocio pages, together with the platform behind them. These APIs, widgets and pages belong to Ocio; you receive the right to use them for the duration of the contract (§ 2.1 and § 9.3). We are responsible only for them, not for your website;

3.1 Administrators and staff. You decide who acts for your organization on the platform and which permissions each person has. The permissions granted to each person are visible to your administrators, who can manage them. You are responsible for what they do on your behalf. You should remove a person's access as soon as they no longer act for you.

3.2 Release of liability. You release Ocio from any liability for actions taken by people acting for your organization, and for misuse of your organization's information by people who had access to it on the platform according to the permissions granted by your organization. This does not apply where the damage results from an error of the platform for which we are responsible, or where the law does not allow liability to be excluded.

3.3 Your details. Keep your organization's details accurate and up to date, in particular its legal name, address, contact details and, where you use them, payment and insurance-billing details.

4.1 Accurate listings. You list your products and services accurately and completely, including their price, time, place, requirements and what is included, and keep the listings up to date.

4.2 Delivering what you promise. You deliver the products and services you have promised, as listed and as booked by your customers.

4.3 Your responsibility for your offering. You alone are responsible for your products and services: their description, price, availability, quality, safety and legality, their delivery, and the conduct and qualifications of the people who deliver them. This includes the safety of your premises and anything Ocio's End-User Terms leave to the organization (§ 11 and § 12 of those terms).

4.4 Fair and clear policies. You specify fair and clear policies for your customers, including your rules on cancellation, refunds, no-shows and participation, publish them as your terms, and honour them. We provide a template you can use; it is your responsibility to check that it fits your organization.

4.5 Applying your policies on the platform. The platform provides mechanisms to apply your policies, for example cancellation deadlines, refund rules and participation criteria. You configure them so that they match your published policies. Where the configuration and your published policies differ, your published policies apply toward your customers, and you correct the configuration.

4.6 Your privacy notice. You provide your own privacy notice, which names your organization and explains how you use your customers' data. It states that you use the Ocio platform to manage that data and refers to the Ocio Privacy Policy, which covers Ocio's own processing.

4.7 Refunds. Where your terms or the law entitle a customer to a refund, you refund in money (§ 6.6). The platform does not provide credit or keep balances for your customers.

5.1 Proper use. You use the platform only for your organization's lawful purposes and within the services and limits of your purchase contract. You make sure that your staff follow the Ocio End-User Terms, in particular their rules of conduct.

5.2 True information. The information you give us about your organization, your offering and, where you use them, your payment and insurance-billing details is true and complete. You tell us without delay about important changes, such as a change of legal form, ownership, responsible person or address, or insolvency.

5.3 Security of your accounts. You make sure that the people acting for you keep their access secure. You inform us without delay if you suspect misuse of an account or a security incident.

5.4 Customer data you bring in. You upload or invite only people whose data you are allowed to use for this purpose, and you do not create accounts for people without their knowledge.

5.5 No circumvention. You do not circumvent the platform's technical limits, security or the limits of your package, and you do not resell, sublicense or pass on the platform to other organizations.

5.6 Accurate statements about Ocio. You do not give your customers a misleading picture of Ocio's role, for example by presenting Ocio as responsible for your offering.

5.7 Cooperation. You cooperate with us within reason, in particular when we need information from you to answer a complaint, a report about your content, a request from an authority or a request from a person about their data.

5.8 Paying on time. You pay the fees under your purchase contract when they are due (§ 8).

6.1 In-network and out-of-network payments. What separates the two is whether a payment is made through, and processed by, Ocio:

(a) In-network payments are processed by Ocio through our online payment service provider. They can be made remotely through your website or, where available, collected in person with a payment terminal connected to Ocio.

(b) Out-of-network payments are made directly to you, without being processed by Ocio. They can be made in the same ways, for example online through your own payment accounts or with your own payment terminal, and also in cash or by bank invoice. They do not pass through Ocio; you can record them on the platform.

6.2 Your payment account. For in-network payments, Ocio collects payments from your customers on your behalf and issues refunds, using an online payment service provider, currently Stripe. Payments are processed through a payment account in your organization's name. To receive in-network payments you open that account and accept the provider's terms, including its identity and business checks.

6.3 Money goes to you. Ocio remits in-network payments to your payment account immediately when the purchase is made; payouts from that account to your bank follow the payment provider's schedule. Out-of-network payments go to you directly. Ocio does not hold your customers' money and does not keep balances for them.

6.4 Payment provider's charges. The charges of the payment service provider for in-network payments are not borne by Ocio. By default, they are borne by your organization, as the organization on whose behalf the payment is collected, under your agreement with the provider.

6.5 Ocio's transaction fee. By default, Ocio does not charge a fee per transaction. Transaction fees on in-network payments may be agreed case by case; where they apply, they are set out in your purchase contract and deducted automatically from each payment. No transaction fee is charged on out-of-network payments.

7.1 What they are. Where your purchase contract includes them, the platform offers AI features, for example an AI assistant that answers your customers' questions and prepares bookings on your website, and AI tools that help your staff with their work.

7.2 How they work. AI features generate their answers automatically, using AI service providers that process data on our behalf, as described in the Ocio Privacy Policy and Annex A. We may change the AI models and providers we use.

7.3 Accuracy and your data. AI answers can be wrong or incomplete. The assistant answers your customers on the basis of your listings and policies on the platform, so their accuracy depends on yours (§ 4.1). Nothing the assistant says changes your prices, your terms or a booking; a booking exists only once the customer has confirmed it (End-User Terms, § 10).

7.4 Content created with AI. Content that you or your staff create with AI tools and publish is your content (§ 9.1). Check it before you publish it; you are responsible for it as for any other content.

7.5 Transparency. The assistant identifies itself as an AI to your customers. You do not present it as a person.

7.6 Sensitive data. You do not enter health data or other particularly sensitive personal data into AI features unless the feature is designed for it and you are allowed to process that data.

7.7 Usage. Normal usage of AI features is included in your package. Usage limits may apply. If your usage is regularly well above the normal range, we contact you; additional charges arise only with your consent (§ 8.1(d)).

7.8 Release of liability. You release Ocio from any liability for decisions you or your staff take on the basis of AI answers, and for answers given to your customers on the basis of inaccurate or incomplete information you provided. This does not apply where the damage results from an error of the platform for which we are responsible, or where the law does not allow liability to be excluded.

8.1 Price categories. The fees for our services fall into the following categories. Which of them apply to you, and the amounts, are set out in your purchase contract:

(a) setup fee: a one-time fee for setting up the platform for you;

(b) subscription fee: a recurring fee for the package and add-ons you have chosen, billed monthly or annually in advance;

(c) transaction fee: a fee on each online payment processed through the platform, only where your purchase contract provides for one, deducted from the payment (§ 6.5);

(d) usage-based charges: charges that depend on how much you use certain features, where your purchase contract provides for them. For AI features, normal usage is included in your package; if your usage is regularly well above the normal range, we contact you, and additional charges arise only with your consent;

(e) additional services: services you order separately, for example additional setup, data entry or custom development.

8.2 Invoices and payment. Your obligation to pay begins on the day the platform is provided to you. The setup fee and the first subscription period are invoiced then. Unless your purchase contract says otherwise, invoices are payable within 30 days. Fees are stated excluding VAT, which is added where it applies. If you do not pay on time, we may, after a reminder, suspend the services until payment is made.

8.3 Price changes. Prices and the pricing structure may change. We notify you of a change at least 60 days before it applies to you; it takes effect at the start of your next billing period, never retroactively and never within a period already paid for. If you do not accept the change, you may terminate the contract as of that date.

9.1 Your content. Your names, logos, texts, images and data remain yours. You allow us to host, reproduce, adapt, display and process them as needed to provide our services, including in the forms described in the End-User Terms (§ 5 and § 6 of those terms).

9.2 Your rights to it. You confirm that you have the rights to all content you provide and that it does not infringe the rights of others.

9.3 Our platform. The Ocio platform, including its software, APIs, widgets, design and know-how, remains ours, also where it is integrated into your website. You receive no rights beyond the right of use in § 2.1.

9.4 Reference customer. We may name you as a customer only with your consent, which you can withdraw at any time.

10.1 What Ocio decides. Ocio decides which personal data the platform collects and how it is stored and secured. For this, Ocio is the controller, as described in the Ocio Privacy Policy.

10.2 What you decide. Through the platform you receive and use personal data of your customers, staff and other people, and you decide what you do with it, for example whom you accept, how you contact people, to whom you send marketing and which records you keep. For this use, you act as an independent data controller and are responsible for:

(a) using the data only for lawful purposes, which you explain in your own privacy notice (§ 4.6);

(b) obtaining consent where your use requires it, for example for marketing;

(c) any personal data you add to the platform yourself, for example customer lists you upload, notes or files: you may add only data you are allowed to use for this purpose;

(d) answering requests from people about your use of their data, with our help where needed (§ 10.6);

(e) keeping the records the law requires you to keep.

10.3 Ocio is not responsible for your use. Ocio is not responsible for how you use the data you access through the platform.

10.4 Where we act on your instructions. Where we process personal data solely on your instructions, for example when we enter your customer lists during setup or send messages in your name, we act as your processor under the data processing agreement in Annex A.

10.5 Your use of customer data. You use the customer data you receive through the platform only for your own organization's purposes and in line with data protection law and your privacy notice. You do not sell it or pass it on to others, except where the law allows.

11.1 When we may act. We may remove or hide your content, restrict features, suspend your listings or suspend your access if:

(a) you seriously or repeatedly break these terms or the law;

(b) you refuse or treat customers in breach of anti-discrimination law, or repeatedly refuse customers arbitrarily;

(c) your offering or content puts people at risk;

(d) you do not pay fees that are due (§ 8.2);

(e) it is needed to protect the security of the platform, or the law requires it.

11.2 How we act. We act in proportion to the case. Where possible, we tell you in advance, give you the reasons and give you an opportunity to remedy the situation.

12.1 No guaranteed availability. We provide the services with professional care, but do not guarantee that the platform is available without interruption. Any service levels agreed with you are set out in your purchase contract.

12.2 Maintenance. We carry out planned maintenance outside your usual business hours where reasonably possible, and announce major planned downtime in advance.

13.1 Cap. Each party's total liability under the contract is limited to the fees you paid in the 12 months before the event giving rise to the claim.

13.2 Excluded losses. Neither party is liable for indirect damage or lost profit.

13.3 No limits for serious cases. The limits in § 13.1 and § 13.2 do not apply to damage caused intentionally or through gross negligence, to injury to life, body or health, to breaches of § 10 (data protection) or § 15.1 (confidentiality), or where the law does not allow liability to be limited.

13.4 What we are not responsible for. We are not responsible for your offering (§ 4.3), for the conduct of your customers or staff, or for services of third parties such as the payment provider, identity providers or your domain registrar.

13.5 Claims against Ocio because of you. If a third party, such as one of your customers, makes a claim against Ocio because of your offering, your content or a breach of these terms by you, you indemnify Ocio against that claim, including reasonable legal costs.

14.1 Term and cancellation. Your subscription runs for the billing period you chose, monthly or annually, and renews automatically for the same period unless either party cancels it in writing at least 30 days before the end of the current period. A cancellation takes effect at the end of the paid period; periods already paid are not refunded.

14.2 For cause. Either party may terminate the contract without notice for good cause, in particular if the other party materially breaches it and does not remedy the breach within 30 days of a written warning, or becomes insolvent.

14.3 When the contract ends.

(a) We give you an export of your organization's data in a common format, available for 60 days.

(b) We take your Ocio website offline, or end the integration into your own website; you keep your domain.

(c) Your customers keep their Ocio accounts, which are governed by the End-User Terms.

(d) Data that we must keep by law is kept as described in the Ocio Privacy Policy.

(e) § 9, § 10, § 13 and § 15 continue to apply.

15.1 Confidentiality. Each party keeps confidential the non-public information it receives from the other, including the content of the purchase contract, and uses it only to perform the contract. This continues for three years after the contract ends. Legal disclosure duties remain unaffected.

15.2 Notices. Notices are given in writing; email to the addresses in the purchase contract is sufficient.

15.3 Changes to these terms. We may change these terms. We notify you of changes at least 60 days before they apply to you. If a change is to your disadvantage and you do not accept it, you may terminate the contract as of the date the change takes effect.

15.4 Transfer. Neither party may transfer the contract without the other's written consent, except that we may transfer it to a company that takes over the Ocio platform, after notifying you.

15.5 Invalid provisions. If a provision is invalid, it is replaced by a valid one that comes closest to its purpose; the rest of the contract remains in force.

15.6 Law and courts. The contract is governed by Swiss law, excluding the UN Convention on Contracts for the International Sale of Goods. The courts of Zürich, Switzerland, have exclusive jurisdiction.

15.7 Language. These terms are available in English and German. If the two differ, the English version applies.

Apsara Software GmbH

Hohlstrasse 210, 8004 Zürich, Switzerland

Email: [email protected]

Annex A — Data processing agreement ([TBD] — to be drafted)

Annex B — Service annexes ([TBD] — online payments, AI features, Tarif 595 insurance receipts; each applies only when included in the purchase contract)