General Terms and Conditions (GTC)

Easybell CH AG

Multergasse 11
, 9000 St. Gallen
, Switzerland

(hereinafter “Easybell”)

(1) These General Terms and Conditions (GTC) apply to all IP-based telecommunications services provided by Easybell, in particular:

• Voice over IP (VoIP) services
• SIP Trunks
• Cloud PBX
• Related add-ons and services

(2) Any deviating or supplementary GTC of the customer shall not become part of the contract, even if Easybell does not expressly object to them.

(3) The following documents shall govern the contract in the following order of priority:

• Individual order or order confirmation
• Price list
• Service descriptions
• these General Terms and Conditions
   

(1) By placing an order, the customer submits a binding offer to enter into a contract.

(2) The contract is concluded through:

• a written or electronic order confirmation by Easybell, or
• at the latest, upon the initial activation or use of the service.

(3) Easybell is entitled to make the conclusion of the contract contingent upon a credit check or to reject it without providing reasons.

(1) Easybell provides the customer with the agreed-upon VoIP and cloud telecommunications services for use via an Internet connection provided by the customer.

(2) The specific scope of services is set forth in the respective order and the associated service descriptions.

(3) For the duration of the contract, Easybell grants the customer a non-transferable, non-exclusive rightof use to the services provided and, if applicable, any accompanying software, limited to the term of the order.

(4) All rights to the technical infrastructure, software, platforms, and systems remain exclusively with Easybell or its licensors.

(5) To provide the services, technical systems are used, including those located outside Switzerland, in compliance with data protection requirements.

(1) Easybell assigns phone numbers to the customer from the number resources allocated to it by government agencies or network operators for non-transferable use.

(2) There is no entitlement to the allocation or retention of specific phone numbers.

(3) Phone numbers remain the property of Easybell or the respective number holder. They do not become the property of the customer and may not be sold, pledged, bequeathed, or otherwise transferred.

(4) Easybell is entitled to change or revoke assigned phone numbers or other addressing elements for regulatory, operational, or technical reasons, without this giving rise to any claims for compensation or damages.

(1) Easybell shall provide the services with the care customary in the industry, within the limits of its technical and operational capabilities. Easybell is entitled to engage third-party providers and subcontractors to fulfill the contract.

(2) To the extent that Easybell uses services provided by third parties (e.g., network operators), Easybell assumes no liability for their continuous availability or quality.

(3) Maintenance, installation, or modification work may result in temporary service restrictions. Where possible, the customer will be notified of these in advance.

(4) Uninterrupted availability at all times or specific transmission qualities are not guaranteed unless expressly agreed upon.
 

(1) The VoIP services offered by Easybell are not a full replacement for a traditional landline or mobile phone connection.

(2) Access to geographically designated emergency call centers (e.g., police, fire department, ambulance) is technically guaranteed only if the emergency call is made from the location registered with Easybell.

(3) When using the service from any location (nomadic use), the following may occur:

• emergency calls may be routed to the wrong emergency dispatch center, or
• the caller’s location cannot be determined or is determined incorrectly.

(4) The customer is obligated to keep the address on file with Easybell complete and up to date.
 

(1) The customer shall provide Easybell with all information necessary for the performance of the contract in a complete and accurate manner.

(2) Any changes relevant to the contract, particularly changes to the address, email address, or payment information, must be reported to Easybell immediately.

(3) Communication with the customer shall take place electronically via unencrypted emails, subject to the customer’s consent. The customer agrees to provide a valid email address upon registration and to check it regularly.

(1) The customer is solely responsible for the installation, configuration, maintenance, and secure operation of its devices, systems, and networks.

(2) Access data (e.g., customer account, SIP access data) must be treated confidentially and protected against unauthorized access.

(3) The customer must take appropriate technical and organizational measures to prevent misuse of the services.

(1) The customer bears the full cost risk for all connections made through their line, regardless of whether these were initiated by the customer themselves or by third parties—whether authorized or unauthorized.

(2) This applies in particular to damages and costs resulting from:

• Hacking
• SIP fraud
• misuse by third parties

(3) The customer shall indemnify Easybell against all claims by third parties asserted on the basis of any use of the services that is unlawful or in breach of contract.
 

(1) The services may be used exclusively in accordance with the applicable contractual and statutory provisions.

(2) The following are specifically prohibited:

• illegal or immoral content
• unauthorized mass communications or unsolicited commercial messages (spam)
• manipulation of phone numbers or concealment of identity

(3) Reselling or commercially transferring the Services to third parties is prohibited without Easybell’s prior written consent.
 

(1) Easybell is entitled to suspend services in whole or in part without prior notice if:

• there is a threat of significant security or network risks,
• there is reasonable suspicion of use that violates the law or the contract, or
• the customer violates statutory or contractual obligations.

(2) Easybell is entitled to suspend services in whole or in part with prior notice if:

• the customer is in default of payment and remains in arrears despite a reminder.

(2) A suspension does not entitle the customer to a refund of fees already paid.
 

(1) Easybell provides invoices exclusively as PDF files via email or for download through the customer portal. “Paper invoices” are not issued.

(2) One-time services are billed upon completion of the service; basic fees for recurring services are billed monthly in advance; and usage-based fees are billed monthly once the technical data is available. Voice calls are billed in one-minute increments, unless otherwise specified in the rate plan.

(3) The prices agreed upon in the order, in Swiss francs (CHF), plus applicable value-added tax, apply.

(4) Invoices are due without deduction within the specified payment period. If the customer fails to meet their payment obligation after the payment period has expired, they shall automatically be in default.

(5) In the event of late payment, the customer agrees to pay late payment interest at a rate of 5%. If payment is not made even after a reminder has been issued or the reminder period has expired, Easybell is entitled to suspend services or terminate the contract for cause. Furthermore, in the event of a delay in payment, Easybell is entitled to make the resumption of services contingent upon full payment of outstanding invoices and, at its discretion, also upon advance payments or other forms of security (e.g., bank guarantees). 

(6) Easybell reserves the right to assert further claims arising from late payment, in particular for costs incurred by Easybell as a result of reminder and enforcement proceedings. For the second and third reminders, Easybell will charge reminder fees of CHF 10 each.

(7) In the event of chargeback transactions for which the customer is responsible, Easybell will charge the resulting costs per chargeback, unless the customer can prove that no damage was incurred at all or that the amount of damage was significantly lower.

(8) Objections to invoices must be submitted in writing via email, letter, or fax within eight weeks of receipt of the invoice and must be objectively justified. If objections are not raised within this period, the invoice shall be deemed approved by the customer. 
The obligation to pay for correct invoice items remains unaffected by any objection to incorrect invoice items.

(8) Offsetting claims is permitted only with the prior consent of the other party.
  

(1) The term of the contract is specified in the respective order.

(2) Unless a minimum contract term has been agreed upon, either party may terminate the contract with seven (7) days’ notice effective at the end of the month.

(3) The right to terminate the contract for cause remains unaffected.

Good cause includes, in particular but not exclusively:

• a breach of material contractual obligations by the other party,
• the official publication of the commencement of bankruptcy proceedings against the other party’s assets,
• the use of the assigned phone number(s) in violation of the law or the contract, and
• failure to make payments despite having already been notified of a payment default.
   

(1) Easybell bears unlimited liability for willful misconduct and gross negligence.

(2) Liability for slight negligence is excluded to the extent permitted by law.

(3) In particular, Easybell is not liable for:

• indirect or consequential damages
• loss of profits
• data loss
• damages resulting from force majeure or government measures
• damages resulting from unlawful or non-contractual use 
• Fault on the part of third parties who are not agents of Easybell
   

(1) Easybell processes personal data in accordance with the Federal Act on Data Protection (DSG).

(2) Further details can be found in the current privacy policy of Easybell CH AG.

(1) Should any provision of these Terms and Conditions be or become invalid, the validity of the remaining provisions shall remain unaffected. In such a case, the invalid provision shall be replaced by a valid provision that comes as close as legally possible to the economic effect of the invalid provision.

(2) Easybell reserves the right to amend these Terms and Conditions, including the price lists, at any time. Easybell will notify the customer of any changes in an appropriate manner (e.g., on the invoice or via email) and in a timely manner. If the customer is significantly disadvantaged by the changes to the provisions, the customer is entitled to terminate the contract as of the next possible termination date. The right to terminate expires upon the entry into force of the changes.

(3) The contractual relationship between the parties, including these Terms and Conditions and all contracts based thereon, is governed exclusively by Swiss substantive law.

(4) St. Gallen is agreed upon as the exclusive place of jurisdiction.