General terms and conditions of business

  1. General information

    The "General Terms and Conditions for Services of Virtual-Call GmbH (Switzerland) ("Terms and Conditions") are applicable as far as there is no other regulation for a certain service or for certain customer groups.

  2. Services of Virtual-Call GmbH

    General
    About the scope as well as the specific terms of use of the individual services (services and additional services) of Virtual-Call GmbH the current brochures, the terms of offer and the website of Virtual-Call GmbH provide information. Virtual-Call GmbH may use third parties to provide services, but customers are not entitled to a specific configuration of the Virtual-Call GmbH infrastructure or to the retention of services available through it. Virtual-Call GmbH has the right at any time to stop providing a service without compensation and with reasonable notice.

    Maintenance
    Virtual-Call GmbH takes care of the maintenance of their infrastructure. During the operating hours, it will eliminate disturbances, which are in its sphere of influence, within an appropriate period. If Virtual-Call GmbH is called upon for disturbances which are not caused by its infrastructure, the costs can be charged to the customer. Virtual-Call GmbH has the right to interrupt or limit the operation for the purpose of repairing disturbances, execution of maintenance work, introduction of new technologies etc.

  3. Customer Service

    Payment
    The customer is responsible for timely payment of the services purchased.

    Prepaid
    It is the customer's responsibility to ensure that there are sufficient credit balances on his debit balance account (prepaid) and thus to guarantee business operations. Unused accounts are deleted after 60 or 120 days and the telephone numbers are released again. Decisive for the calculation of this period is the last call made. If there is no credit on the account, the account will be deleted after 60 days. If there is a credit balance on the account, a period of 120 days applies. Any remaining credit from deleted accounts cannot be refunded or transferred.

    Security deposit
    In the case of Post Paid payment on account, the customer must provide a security deposit amounting to 2 monthly sales, but at least CHF 300.00 upon conclusion of the contract (contract is a prerequisite for Post Paid payment on account). The services of Virtual-Call GmbH can only be used after receipt of the security deposit. The security deposit has to be made in form of an advance payment. Virtual-Call GmbH will send an invoice to the customer.

    Virtual-Call GmbH reserves the right to offset any outstanding claims of the customer against the security provided from the contractual relationship. The customer is obliged to replenish the security deposit immediately to the agreed amount if Virtual-Call GmbH makes use of the security deposit. The security deposit will be released after termination of the contractual relationship when the customer has settled all claims of Virtual-Call GmbH

    Password etc.
    The customer is obliged to keep passwords, Identifications codes, login data, PIN- and PUK-codes etc. safe and not to make them accessible to anybody.

    Legal and contractual use
    For business customers, the services are intended exclusively for normal business customer use. They may only be used for special applications or for offering telecommunication services with the written consent of Virtual-Call GmbH

    The customer is responsible for the legal and contractual use of his services. As illegal or contrary to the contract are considered in particular:

    - Unfair Harassing or disturbing third parties
    - Obstruction of third parties in the use of telecommunications services
    - Hacking (intrusion attempts etc.), spying on other Internet users or their data and fraudulent
      attacks (phishing)
    - Damage or endanger the telecommunications infrastructure or the equipment of third parties through
      malicious software
    - Transmission or making accessible of illegal contents

    If there are signs of illegal or contract contrary usage, Virtual-Call GmbH is entitled to block accounts and connections immediately and the customer is obliged to provide Virtual-Call GmbH with information about the usage.

    Improper use
    If the telephone volume differs significantly from the usual business customer usage (Virtual-PBX, SIP Trunk), i.e. if mostly only incoming calls are made, Virtual-Call GmbH reserves the right to adjust the tariffs for the customer accordingly and to charge incoming calls according to the call centre tariff.

    Porting
    For ported telephone numbers the minimum contract period is 3 months. If the customer changes to another telephone provider within this period, a processing fee of CHF 100 will be charged.

    International telephone numbers
    The minimum term for international numbers is 3 months, the customer has to make sure that there is always enough credit (for prepaid) to cover the costs of the numbers for the following months. If there is not enough credit to cover the costs, the numbers are deleted and returned to the respective regulatory authorities. Deleted international numbers cannot be restored. Certain countries require further information like proof of address, passport copy etc., numbers from these countries can only be activated after the required documents have been submitted to Virtual-Call and approved by the local regulatory authority.

    An administration fee is charged for porting international numbers. The administration fee is:

    - CHF 20.00 per number for individual numbers
    - CHF 8.00 per number from a 10 number range
    - CHF 5.00 per number from a 100 number range

    Support
    Virtual-Call assists the participant within the scope of normal support and provides general conditions which must be given in order to use the services of Virtual-Call. The installation of software and hardware as well as their configuration for a proper and functioning operation is the responsibility of the customer. If the effort required for this purpose exceeds the normal standard support, or if the effort provided by Virtual-Call is due to a malfunction of parts of the participant's system or terminal equipment or due to improper operation, Virtual-Call will charge the participant for the additional or total effort. 

    Standard response time: 24 - 48 hours

    For services beyond the normal support the support conditions of Virtual-Call apply, these are charged with an hourly rate of CHF 180.00 with a clock rate of 15 minutes. A detailed description of the support conditions can be found on the Virtual-Call website.

    Responsibility of the content
    The customer is responsible for the content of the information (language, data in any form), which he lets Virtual-Call GmbH transmit or edit, or which he makes available to third parties.

    Responsibility of using the connections

    The customer is responsible for any use of his connections, including use by third parties. In particular, he must pay all amounts invoiced as a result of the use of his services. This also applies to goods or services which have been purchased or ordered via his connections. If the customer provides services purchased from Virtual-Call GmbH to minors, he is responsible for the compliance with the regulations for the protection of minors.

    Virtual-Call GmbH provides blocking possibilities within the technical possibilities.

    Emergency calls
    Emergency calls can be made with Virtual-Call. Since Virtual-Call can be used wherever the customer has access to the Internet, it is important that the address data in the user account matches the location of the VoIP phone. This is the only way to ensure that in the event of an emergency call, the call is forwarded to the correct emergency call centre and help arrives in time. The customer must therefore check at regular intervals whether the personal details in the user account are correct and change them if necessary.

    In the event that Virtual-Call is used at a location other than the deposited address (nomadic use), we strongly recommend using another means of communication, such as a mobile phone, for an emergency call.

  4. Client's equipment / end devices

    General
    The customer shall create, maintain and remove (at the end of purchase) the necessary infrastructure (equipment, hardware, software, etc.) in good time and at its own expense. The use of the services requires the customer to use suitable devices, some of which are predetermined by Virtual-Call GmbH The customer is responsible for the acquisition, installation, functionality and legal conformity of his infrastructure. Virtual-Call GmbH does not grant the customer any investment protection.

    Remote maintenance
    Virtual-Call GmbH has the right to access the infrastructure used for the provision of services via the telecommunication network for the purpose of configuration, maintenance or optimization or extension of its services and to view, change, update or delete existing technical data or software. Within the scope of the remote maintenance Virtual-Call GmbH gets insight into those files of the customer which are directly related to the customer's configuration of the equipment as well as the services.

    Virtual-Call GmbH is not liable for any damage to the customer's infrastructure that may occur after the remote maintenance, unless it can be proven that Virtual-Call GmbH is responsible for the damage caused by the remote maintenance.

    Protection measure
    The customer protects his infrastructure and data from unauthorized access by third parties. He shall take measures in accordance with the state of the art to prevent his infrastructure from being used for the distribution of illegal or otherwise harmful content (in particular unfair mass advertising (spam), fraudulent messages (phishing mails/SMS), fraudulent websites (e.g. fake login pages), harmful software (viruses, Trojan horses, worms, etc.). If a customer's equipment damages or endangers a service, a third party or the equipment of Virtual-Call GmbH or third parties or if the customer uses non-approved equipment, Virtual-Call GmbH may without prior notice and without compensation discontinue its services, disconnect the customer's equipment from the telecommunication network and claim damages.

    Equipment owned by Virtual-Call GmbH
    If Virtual-Call GmbH provides equipment on a rental or loan basis, it remains the property of Virtual-Call GmbH for the entire duration of the purchase. The establishment of liens and retention rights in favour of third parties is explicitly excluded. In case of seizure or retention the customer is obliged to inform Virtual-Call GmbH immediately and to inform the responsible bankruptcy office about the property of Virtual-Call GmbH In case of termination of the service the customer is obliged to return the device undamaged and within the time limit set by Virtual-Call GmbH to Virtual-Call GmbH If the customer does not fulfil this obligation, Virtual-Call GmbH reserves the right to charge the customer for the unreturned device.

  5. Prices

    General
    The current prices and fees of Virtual-Call GmbH published on www.virtual-call.com are decisive. Virtual-Call GmbH may announce prices and fees immediately prior to the use of a particular service.

    Start of payment obligation, blocking
    As a rule, the payment obligation begins with the activation of the services. Even during the possible blocking of a service, the customer will be charged the contractually owed prices. Subject to any other legal requirements regarding telecommunications, Virtual-Call GmbH charges a blocking fee for blocking and unblocking.

  6. Misuse
    If the use deviates substantially from the usual use (see number 3) or if there are signs of an illegal or contract-violating behavior, Virtual-Call GmbH is allowed to encourage the customer to use the service in accordance with the law and the contract, to change, limit or stop the service without prior notice and without compensation, to cancel the contract without notice and without compensation and if necessary to claim damages and the release from claims of third parties. The same applies in the event of incorrect or incomplete information provided by the customer at the time of conclusion of the contract or at the time of the order.

  7. Invoicing and terms of payment

    Security deposit
    In the case of payment on account (Post Paid), the customer must provide a security deposit amounting to 2 monthly sales, but at least CHF 300.00 upon conclusion of the contract (contract is a prerequisite for payment on account). The services of Virtual-Call GmbH can only be used after receipt of the security deposit.

    The security deposit has to be made in form of an advance payment. Virtual-Call GmbH will send an invoice to the customer.

    Virtual-Call GmbH reserves the right to offset any outstanding claims of the customer against the security provided from the contractual relationship. The customer is obliged to replenish the security deposit immediately to the agreed amount if Virtual-Call GmbH makes use of the security deposit. The security deposit will be released after termination of the contractual relationship when the customer has settled all claims of Virtual-Call GmbH

    General
    Virtual-Call GmbH creates the invoice based on their records. The invoice amount has to be paid until the due date stated on the invoice. If no due date is given, the due date is the invoice date plus 20 days. Any objections of the customer regarding usage fees have to be made within 2 weeks after delivery of the invoice, after that they are considered as accepted by the customer. If the objections concern only a part of the invoice, Virtual-Call GmbH can demand that the undisputed part of the invoice is paid in time. With the termination of the contract all outstanding amounts (i.e. also remaining fees until the expiration of a still running minimum purchase or extension period) become due.

    Each party may set off undisputed counterclaims.

    Payment default
    If the customer has neither paid the invoice until the due date nor has raised any objections in written form, he will be in default and Virtual-Call GmbH is allowed to interrupt the service provision for all services, to take further measures to prevent increasing damage and/or to cancel the contract without any further notice or compensation. The customer bears all costs which Virtual-Call GmbH incurs due to the delay of payment. Especially the customer owes Virtual-Call GmbH a default interest of 5% as well as a reminder fee of CHF 25.00 per reminder. In case of debt collection by third parties the customer owes additional fees for their collection expenses. If the customer's account is not covered by direct debit, Virtual-Call GmbH can charge a processing fee of at least CHF 30.

    Sharp increase of user fees
    If the customer's user fees increase significantly, Virtual-Call GmbH is entitled but not obligated to inform the customer about it. In case of suspicion of misuse or doubts about the customer's willingness or ability to pay Virtual-Call GmbH may block all services or demand security.

    Order or purchase of goods and services
    For goods and services, which are charged on the telecommunication bill, paragraph 7 is also applicable subject to legal regulations, even if Virtual-Call GmbH is only responsible for the collection for third parties.

    Phone numbers and other forms of direct contact
    There is no entitlement to the allocation or retention of a specific telephone number or other specific addressing element (e.g. IP address). Virtual-Call GmbH provides them to the customer for use. They do not become the property of the customer and can therefore not be sold, pledged, inherited or otherwise transferred to third parties, unless Virtual-Call GmbH explicitly agrees. Virtual-Call GmbH may take them back or change them without compensation if required by governmental, operational or technical reasons or in case of phone number disputes. Subject to porting to another provider, the addressing elements will be returned to Virtual-Call GmbH without compensation when the purchase of the corresponding service is terminated and can be assigned to other customers.

    Privacy policy

    General
    When handling data Virtual-Call GmbH adheres to the applicable legislation, in particular the telecommunications and data protection laws. Virtual-Call GmbH only collects, stores and processes data that is necessary for the provision of services, for the handling and maintenance of customer relations, namely to guarantee a high quality of service, for the security of operations and infrastructure and for billing.

    The customer agrees that Virtual-Call GmbH

    - Can obtain information about the customer in connection with the conclusion and processing of the contract
      or pass on data concerning his payment history.
    - May pass on his/her data to third parties for collection purposes
    - May process his/her data for marketing purposes, namely for the design and development of its services
      and for tailor-made offers and that his/her data can be processed for the same purposes within Virtual-Call
      Ltd. The customer can restrict or prohibit the use of his data for marketing purposes.

    Services provision together with third parties
    If a service is provided by Virtual-Call GmbH together with third parties or if the customer obtains services of third parties over the network of Virtual-Call GmbH, Virtual-Call GmbH may pass on data about the customer to third parties as far as this is necessary for the provision of such services.

  8. Intellectual property
    For the duration of the contract, the customer receives the non-transferable, non-exclusive right to use and exploit the services and products. The content and scope of this right are set out in the contract documents. All rights to existing or in the course of the contract fulfilment arising intellectual property concerning services and products of Virtual-Call GmbH remain with Virtual-Call GmbH or the authorized third parties. If the customer infringes intellectual property rights of third parties and Virtual-Call GmbH is held liable for such infringement, the customer shall indemnify Virtual-Call GmbH

  9. Restrictions of use /warranty

    Interruptions
    Virtual-Call guarantees an availability of 99.999% with an annual view. Individual failures as well as impairments in the accessibility of the platform and services and/or the provision during the regular maintenance windows and/or during maintenance, installation or modification work agreed with the customer as well as planned shutdowns or decommissioning agreed with the customer during these times shall not be deemed times of non-availability. The regular maintenance windows are daily between 22:00 and 06:00 (CET or CEST). Further periods in which the platform and services are not available or are only available to a limited extent due to technical or other circumstances beyond Virtual-Call's control (e.g. force majeure, faults in the telecommunication lines, and fault of third parties) are not considered as periods of unavailability.

    Periods of unavailability do not include periods during which Virtual-Call is unavailable due to;

    1. a) an acute threat to its data, hardware and/or software infrastructure or the customer's data, hardware and/or software infrastructure by external dangers (e.g. viruses, port hacking, attacks by Trojans) or due to

    2. b) temporarily restricted access to the platform and services in the event of a serious threat to the security of network operation or the integrity of the network. In such a decision Virtual-Call will take into account the legitimate interests of the customer as far as possible, and will inform the customer immediately about the measures taken and will do everything reasonable for Virtual-Call to remove the access restriction as soon as possible.

    (2) Virtual-Call's responsibility for the components used for the provision of services ends at the data interfaces of Virtual-Call's data centers to the public data networks, unless explicitly agreed otherwise.

    (3) The customer immediately notifies Virtual-Call of any disruptions regarding availability. The availability is only considered as reduced upon presentation of the customer's malfunction report and only as far as a malfunction actually exists. Impairments of the data transmission, which have their cause in the local IT-system of the customer or in a disturbance of the connection of the customer to the agreed transfer point (e.g. line failure or disturbance of other providers or telecommunication providers) or misconfigurations by the customer (at the terminal or web portal) do not constitute a disturbance in the aforementioned sense.

    (4) The customer cannot derive any claims against Virtual-Call for such periods of time which are not defined in the aforementioned sense as a period of unavailability and also not as a disturbance.

    (5) Virtual-Call GmbH is not liable for loss of revenue due to interruptions and disturbances.

    Networks and services of third parties
    For voice or data traffic on third-party networks or with connections of third-party networks, there are no assurances or guarantees regarding availability, quality, operation or support.

    Risks associated with the use of services, measures taken by Virtual-Call GmbH
    Virtual-Call GmbH takes precautions to protect its network from interference by third parties.

    However, it cannot guarantee that:

    - the network infrastructure is fully protected against unauthorised access or unauthorised interception.
    - spamming, malicious software, spyware, hackers or phishing attacks etc. do not impair the use of the
      Service, damage the Customer's infrastructure (e.g. terminal equipment, PC) or otherwise harm the
      Customer

    Virtual-Call GmbH is entitled to check devices connected to the telecommunication network for security flaws, to apply filters and to take further measures to protect the infrastructure of Virtual-Call GmbH, of customers and of third parties from illegal or otherwise harmful content and software or to prevent access to content that is illegal or unsuitable for minors.


    Content
    Virtual-Call GmbH cannot take responsibility for

    - Content which Virtual-Call GmbH allows the customer to transmit or edit, or which he makes available to third
      parties.
    - Content which the customer receives via telecommunication networks.
    - The accuracy, completeness, timeliness, legality, availability and timely delivery of information that is
      created by third parties, retrieved by third parties or made available through the services of Virtual-Call GmbH

    Relocation
    In case of the customer's relocation, Virtual-Call GmbH cannot guarantee that the services at the new location will be offered to the same extent.

  10. Liability of Virtual-Call GmbH

    General liability regulation
    In case of breach of contract Virtual-Call GmbH is liable for the proven damage, unless it can prove that it is not at fault. The liability for damages due to slight negligence is excluded. However, Virtual-Call GmbH will compensate material and financial damages per damaging event up to the equivalent value of the services received during the last year of the contract, but not exceeding 50'000 CHF.

    The liability of Virtual-Call GmbH for consequential damages, loss of profit, loss of data, damages due to downloads is excluded as far as legally permissible in any case. It is also not liable for damages due to illegal or contract-violating use of its services.

    Force Majeure
    Virtual-Call GmbH is not liable, if the provision of the service is temporarily interrupted, completely or partially limited or impossible due to force majeure. In particular also power failure and occurrence of harmful software (e.g. virus attack) are considered as higher force.

    Purchase of goods or services from third parties
    If the customer uses his connections to purchase goods or services of third parties, Virtual-Call GmbH is not contractual partner unless explicitly agreed otherwise. Virtual-Call GmbH does not assume any liability or warranty for such ordered or obtained services or goods, even if it carries out the collection of third party claims.

  11. Duration and termination

    General
    If no minimum term is specified elsewhere, a minimum term of 12 months shall be deemed agreed. After expiry of the minimum term of 12 months, the contract shall be tacitly extended by a further 12 months in each case, unless it is terminated in writing at the end of the respective current contractual year, subject to a three-month period of notice.

    If the customer cancels a service prematurely during the current minimum subscription period, the customer owes Virtual-Call GmbH the remaining fees until the end of the minimum subscription or extension period. Deviating (written) regulations remain reserved. If Virtual-Call GmbH cancels the contract prematurely without a reason mentioned in paragraph 7, the customer does not owe any remaining fees.

     

  12. Service everview
    Virtual-Call GmbH may provide the customer with an appropriate form of service summary for some or all of the services purchased from Virtual-Call GmbH If the customer does not request a correction of incorrect information within the time limit and form mentioned on the service overview, the service overview becomes part of the contract. If Virtual-Call GmbH determines that the service overview is faulty, Virtual-Call GmbH can send a corrected version to the customer.

  13. Changes

    Changes in prices and services
    Virtual-Call GmbH reserves the right to adjust the prices, its services, special conditions and the terms of the offer at any time. Virtual-Call GmbH will announce changes to the customer in an appropriate manner. If Virtual-Call GmbH increases prices so that they lead to a higher total charge for the customer or Virtual-Call GmbH changes a service purchased by the customer significantly to the disadvantage of the customer, the customer may cancel the affected service prematurely without financial consequences until the change takes effect at that time. If he fails to do so, he accepts the changes. Price adjustments due to changes in the rates of charges (e.g. increase in value-added tax) as well as price increases of third party providers (especially for value-added services) are not considered price increases and do not entitle the customer to terminate the contract. If Virtual-Call GmbH lowers the prices, it can simultaneously adjust any discounts granted before the price reduction.

    Changes of terms and conditions
    Virtual-Call GmbH reserves the right to change the terms and conditions at any time. Virtual-Call GmbH will inform the customers about changes of the terms and conditions in an appropriate way in advance. If the changes are detrimental to the customer, the customer may prematurely terminate the contract with Virtual-Call GmbH without any financial consequences until the changes come into effect on that date. If he fails to do so, he accepts the changes.

    Obligation to cooperate on the part of the customer
    In particular, the customer is obliged to immediately notify the change of his name (for companies: also the change of the legal form, billing address or registered office), his address, contact data (e.g. e-mail, telephone number), his bank details, his tax number and fundamental changes in his financial circumstances (e.g. application or opening of insolvency proceedings, compulsory execution) or to have them notified by an authorised representative, insofar as this is necessary for the proper execution of the contractual relationship.

  14. Transfer
    The transfer of the contract or of rights or obligations from this contract requires the written consent of both parties. Virtual-Call GmbH is entitled to accept changes of parties also verbally. Virtual-Call GmbH may transfer this contract or any rights or obligations under this contract to Virtual-Call GmbH or any other company that Virtual-Call GmbH directly or indirectly controls without the customer's consent. Furthermore Virtual-Call GmbH has the right to transfer or assign contracts or claims resulting from it to third parties for collection purposes without the customer's consent.

     

  15. Place of jurisdiction and applicable law

    The contract is subject to Swiss law

    The place of jurisdiction is Lucerne. Mandatory places of jurisdiction are reserved (see in particular Art. 32 and 35 ZPO for consumers).

Lucerne, 17.10.2019

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