General terms and conditions

Subject of the contract

Customers who obtain netvoip services (“Customer”) are legal entities and natural persons who obtain services from netvoip within the framework of a service contract.

Integral parts of the service contract are these GTC, the privacy policy of netvoip, the current price list or offer and the support level agreement (SLA) for the services of netvoip, as well as, if agreed, a supplementary appendix on commissioned data processing.

If the customer also uses services of third parties by means of the netvoip services, the customer himself is responsible for the compliance with the terms of use of these third party services and may be held directly liable by the third party provider in case of damage. In particular, the customer is obliged to settle directly with the third parties for the use of their services. A different written agreement with netvoip remains reserved.

Commencement, duration and termination of the service contract

The service contract with the customer is concluded or netvoip is bound only when netvoip has confirmed the registration for a service contract signed by the customer in a legally binding manner in writing or via e-mail. Netvoip lets the customer determine the beginning of the service use. The customer acknowledges that the start of the use of the services provided for him by netvoip may be delayed for organisational or technical reasons. The customer cannot derive any rights against netvoip from this.

Unless otherwise agreed in the service contract, the service contract shall be concluded for an indefinite period.

The notice periods can be found in the respective service contract or registration form. The minimum contract period from the respective contract must be observed. If no notice period is defined, a minimum term of six months applies. Thereafter, the contracts may be terminated with 30 days’ notice to the end of the month. By mutual agreement, the contract can also be terminated within other periods or on another date. In any case, the remaining credit balance is forfeited to netvoip and cannot be refunded.

For good cause, both parties may terminate the service contract at any time with immediate effect. This applies in particular if the services available from netvoip or the third-party services obtained by means of this service are obtained, used, made accessible to or passed on to unauthorised third parties in violation of the law, the contract or the purpose, and if this service contract or third-party terms of use are disregarded.

If a prepaid account is not used for incoming or outgoing calls for twelve (12) months from the date of opening, netvoip AG reserves the right to close the account. Any credit available at this time will be forfeited.

Duties of netvoip

Netvoip provides the services according to the offer professionally and carefully in accordance with the current state of the art.

The equipment and devices made available to the customer for the use of the services shall remain the property of netvoip and the customer shall not obtain any rights of disposal or copyright or other property rights thereto. Exceptions are equipment purchased by the customer from netvoip, which is also described as such in the service contract. Equipment purchased from netvoip remains the property of netvoip until the purchase price has been paid in full.

Netvoip supports the customer in establishing a stable condition for the use of the services. If the customer makes use of support services for this purpose, which can no longer be considered appropriate or customary in the industry by netvoip, or if the effort made by netvoip is due to a malfunction of parts of the customer’s system or to its improper operation, netvoip shall invoice the customer for its additional or total effort at netvoip’s current rates.

Netvoip undertakes within the usual working hours of the netvoip office to tackle or carry out measures to remedy faults and malfunctions of the services. The usual working hours are the weekdays Monday to Friday, 09.00 – 17.00, with the exception of the federal holidays and the cantonal holidays at the registered office of netvoip as well as the time from 24.12. to 2.1. Outside the office hours, the Service Level Agreement chosen by the Customer shall apply.

The customer is only entitled to a refund of the services invoiced by netvoip if this has been agreed in writing in advance in an individual contractual service level agreement. In the case of all other failures of telecommunication services, no refund of fees already paid will be made.

Any claims for repayment by the customer expire if a failure has not been reported in writing to netvoip within 30 days after the end of the calendar month concerned and a corresponding claim for repayment of fees has been made to netvoip for this purpose. In the case of justified claims, netvoip will always offset these in the form of a credit note against future subscription fees.

The burden of proof regarding non-availability lies with the customer.

Warranty

If agreed, netvoip guarantees the service levels for the services according to the SLA.

In principle, the services are available to the customer for use 24 hours a day, 7 days a week. netvoip cannot, however, guarantee the uninterrupted and trouble-free functioning of the services or absolute protection of its network against unauthorised access or unauthorised interception. In the event of disruptions in the provision and use of services, the customer only has the right to withdraw from this contract, provided that he has immediately informed netvoip of the disruption in writing and has twice set a reasonable deadline for the rectification. Announced interruptions of the services, in particular as a result of maintenance work of the respective media supplier, shall not be considered as disruptions.

The client shall test the service before using it productively. Unless otherwise provided in the service contract, the responsibility for backing up data lies with the customer. The customer shall take precautions in the event that the service is not offered properly in whole or in part, e.g. through periodic checks, fault diagnosis, fallback procedures, data backup (business recovery). The customer is aware that after termination of this contract the service will be discontinued. netvoip in particular does not assure that the data, contents and/or information stored on the servers of netvoip will remain retrievable after termination of this contract.

Netvoip declares to the best of its knowledge that the Services do not infringe any third party rights.

If a third party claims against the Customer that the Service infringes a patent or copyright of such third party, netvoip will defend the Customer at its own expense against such claim and pay all costs, damages and attorneys’ fees up to the amount ultimately awarded by a court or included in any settlement approved by the Customer, provided that the Customer (i) promptly notifies netvoip in writing by registered mail of the claim; and (ii) permits netvoip to control or participate in the defence and any settlement negotiations relating thereto.

If such a claim is made by a third party or if the making of such a claim appears likely, then the customer agrees to allow netvoip to allow the customer to continue to use the service or to modify or replace the service with at least functionally equivalent service. If netvoip determines that none of these alternatives is reasonably available, netvoip may discontinue the service. netvoip shall then issue a credit note to the customer corresponding to the amount paid by the customer for the unusable service. Clauses 4.4 to 4.6 describe netvoip’s entire obligation towards the customer with regard to claims of infringement against third parties.

The warranty period for purchased equipment is 24 months from receipt. The warranty is only valid and enforceable in Switzerland. During the warranty period, defective devices (manufacturing, construction and material defects) will be repaired or replaced at the sole discretion of netvoip. For the duration of the repair there is no entitlement to a replacement device. There is no extended or renewed warranty period for repaired or replaced devices. If a device can no longer be repaired or replaced, an equivalent successor device will be handed over to the customer, whereby the determination of the equivalent successor device is reserved to netvoip. The above warranty claims are void in case of defects resulting from: improper use and operation not in accordance with the specifications of the product; improper, insufficient or inadequate maintenance; use of accessories, software etc. not manufactured by the device manufacturer itself or approved by it for use with the device; unauthorised modifications to the device (including modification/removal of serial numbers, additional codes etc.); misuse, negligence, accident or loss; unauthorised or improper repair. The above scope of warranty is exhaustive and replaces all statutory warranty obligations. As far as legally permissible, any liability of netvoip is excluded. In particular, netvoip is not liable for indirect damages as well as for damages which did not occur on the delivered item itself (so-called consequential damages). In order to claim warranty, the customer has to send the defective device in the original packaging together with a description of the defect to the address determined by netvoip. This address will be provided to the customer by netvoip upon request.

Obligations of the customer

When ordering, registering and in further business contacts with netvoip, the customer is obliged to provide truthful information. In case of nomadic use of Internet telephony, the customer is obliged to always enter the current location in the account settings, even in case of temporary use.

The customer undertakes to provide netvoip at any time with his current data such as name and address data and to notify netvoip immediately of any changes online, by letter or by fax.rm oder per Fax mitzuteilen.

The customer undertakes to ensure that his employees also comply with the obligations arising from the service contract. This provision shall also apply to third parties engaged by the client within the framework of an order, contract for work or other contractual relationship.

When using the services, the customer undertakes to comply with the relevant contractual and legal provisions, such as these GTC, the other contractual provisions and the applicable cantonal and federal laws, in particular data protection, telecommunications and copyright law. In particular, the services may not be misused to commit criminal offences. The sending of mass mailings or advertising circulars via e-mail (spam) to recipients who have not expressly requested receipt of the messages shall also be considered misuse.

Netvoip may take measures to prevent or remedy faults and oblige the customer to take measures himself. After prior notice, the customer shall grant netvoip’s employees or third parties commissioned on netvoip’s behalf access to the technical equipment provided by netvoip or to the equipment used for the use of netvoip services, as well as to other equipment necessary for the availability of netvoip’s services, insofar as this is required to maintain the quality of service.

The customer undertakes to inform netvoip immediately of any defects, malfunctions or unavailability of services or equipment of which he becomes aware, and in particular of any use of the services by him, his employees or third parties called in by him, or by unauthorised third parties (e.g. hackers) in breach of the law or the contract.

The customer undertakes to check the invoice and, in the event of any discrepancies, to notify us in writing (by e-mail, fax or letter) within 30 days of the invoice date, otherwise the invoice shall be deemed accepted.

The customer shall protect the user and access authorisation(s) as well as identification and authentication security(s) assigned to him or his users from access by unauthorised third parties and shall not pass them on to unauthorised users. As soon as the customer and/or one of his users has indications that the user and access authorisations have been obtained illegally by a third party or could be misused, the customer is obliged to inform netvoip of this immediately.

The customer shall refrain from any attempt to retrieve information or data unauthorised by himself or by unauthorised third parties or to interfere or allow interference with programs operated by netvoip or to penetrate data networks of netvoip without authorisation.

If a third party claims an infringement of rights by the data, contents and/or information provided by the customer, netvoip is entitled to block the data, contents and/or information completely or temporarily. In this case, netvoip will request the customer to cease the infringement within a reasonable period of time or to prove the legality of the data, content and/or information. If the customer does not comply with this request, netvoip is entitled to delete the corresponding data and/or to terminate the contract for good cause without notice. Claims for damages remain reserved.

Fees

The remuneration for the services provided by netvoip is based on the present service contract or the respective valid price list. Unless otherwise stated, these prices include value added tax.

Netvoip may adjust the fees at any time, but in particular in the event of changed production costs or changed tax rates (VAT), subject to a notice period of 30 days to the end of each month. If the customer is considerably disadvantaged by such a change, he is entitled to terminate the contract as of the effective date of the new prices. This right of termination expires when the new prices come into force. Roaming tariffs may be changed at any time and without prior notice.

Usage-independent basic fees are invoiced to the customer quarterly, semi-annually or annually in advance. Calendar months that have elapsed are billed pro rata. Variable and usage-dependent fees are charged monthly in arrears. Subscriptions designated as “prepaid” are charged in advance, whereby the refund or rebooking of prepaid credit already loaded is excluded in any case. The customer undertakes to pay the invoiced amount by the due date indicated on the invoice form. The customer must use the bank details stated on the invoice for payment. Any expenses incurred by netvoip as a result of the payment shall be borne by the customer.

If the customer does not meet his payment obligation after the expiry of the payment deadline, he shall be in default without further notice and shall be obliged to pay default interest in the amount of 5%. If payment is not made even after a reminder has been sent or after expiry of the reminder period, netvoip shall be entitled to discontinue all services to the customer even without further notice and/or to terminate the contract without notice in accordance with section 2.4. Netvoip has the right to charge an additional fee of CHF 50.- for the blocking of the service.

The usage-independent charges such as basic charges are also owed in the case of blocked services. Netvoip may demand security payments (deposit) from the customer at any time in the event of justified doubts about compliance with the contractual payment terms.

Upon request, the customer may request the calculation bases for invoicing in writing. Netvoip shall provide the customer with the calculation bases, provided that these can be prepared with reasonable technical effort. If the invoice is correct, the customer shall compensate netvoip for the work involved in preparing the calculation bases according to the agreed hourly rates of netvoip.

Liability

Netvoip undertakes to provide the services in a professional and diligent manner in accordance with the service contract signed by the customer and the valid and current GTC.

To the extent permitted by law, netvoip excludes any liability for direct and indirect damages as well as consequential damages for itself as well as for the auxiliary persons used by it for the fulfilment of the contract.

netvoip is not responsible for content created by third parties or retrievable from third parties. For such contents netvoip cannot give any assurance and also cannot assume any liability and guarantee for their correctness, completeness, topicality, lawfulness or expediency, availability and timely delivery.

It is the responsibility of the customer to protect the IT systems and devices in his possession, which are used for the netvoip services, as well as the data used for this purpose or accessible through the netvoip services, including program data, from unauthorised access, viruses, attacks of any kind and manipulation.

The customer may be held responsible or liable for any damage caused to netvoip or third parties by his use of netvoip services.

The customer is exclusively and fully liable for the consequences of emergency calls that are forwarded to an incorrect emergency call centre due to incorrect location information.

If netvoip cannot fulfil its contractual obligations due to force majeure, such as natural events of particular intensity, strike, riot, war, disruptions of performance by third parties, unforeseen official requirements, etc., the fulfilment of the contract shall be postponed for as long as the event of force majeure lasts. A liability of netvoip is excluded in these cases.

Data security and data protection

Netvoip undertakes to comply with the applicable data protection law when processing personal data. The privacy policy of netvoip is an integral part of the service contract.

If agreed, a supplementary annex on commissioned data processing shall also apply..

Final clauses

Amendments or supplements to the service contract must be made in writing, reference must be made to the provision to be amended and the contracting parties must have legally valid signatures.

Im Falle von Widersprüchen zwischen verschiedensprachigen Versionen der einzelnen Vertragsdokumente ist einzig die deutschsprachige Version massgebend. Netvoip behält sich vor, die Leistungsblätter dem Kunden nur in deutschsprachiger Version als massgebliche Fassung zur Verfügung zu stellen.

In the event of contradictions between versions of the individual contract documents in different languages, only the German-language version shall be authoritative. Netvoip reserves the right to make the service sheets available to the customer only in the German language version as the authoritative version.

Netvoip reserves the right to amend these GTC at any time. Amendments shall be notified to the customer in writing or via the Internet at www.netvoip.ch and shall replace the previous GTC. Should the customer be considerably disadvantaged by the amendments to the provisions, he shall be entitled to terminate the contract with effect from the next possible termination date while retaining the previous conditions. The right of termination shall expire when the amendment comes into force.

Applicable law and place of jurisdiction: The service contract is subject to Swiss law. The place of jurisdiction is agreed to be the current registered office of netvoip at the time of commencement of the action. Mandatory places of jurisdiction remain reserved.wird der bei Klageeinleitung aktuelle Firmensitz von netvoip vereinbart. Zwingende Gerichtsstände bleiben vorbehalten.

Status: 07.03.2022

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