Terms and conditions of Telio Telecom (Schweiz) AG

1 Scope of the contract

These terms and conditions govern the provision by Telio Telecom (Schweiz) AG ("Telio Telecom") of VoIP services, including interconnection between IP and traditional telephone networks (the "Service"). These terms and conditions also govern the supply and the hire of the equipment needed for the Service to the natural person or enterprise registered as a customer.

(The "Contract")

The registered address of Telio Telecom is Schaffhauserstrasse 550, 8052 Zürich, Switzerland.

2 Signing up for the Service

The Service can be ordered by persons above the age of 18 with full capacity, who have a valid Swiss passport or Swiss residence permit (the "Customer"). Customer is liable for any access given to third parties by the Customer to the Service.

The Customer is obliged to notify Telio Telecom of any change in his or her current name and address details.

This Contract is conditional upon the execution by the Customer of a contract with Telio IP Services BV, Prins Bernhardplein 200, 1097 JB Amsterdam, Netherlands, for the provision of IP communication services.

This Contract enters into force once the Customer has ordered the Service, verbally, in writing or electronically, and Telio Telecom has confirmed the order.

Telio Telecom reserves the right to perform a credit check on the Customer before the Service is provided. Telio Telecom can decline to provide the Service if the Customer has a poor credit rating, if there are other reasons to suggest that the Customer is unable or unwilling to pay, or if there are any other reasonable grounds for expecting that the Customer will fail to honour the Contract in any other way.

The Customer accepts that Telio Telecom can start to provide the Service immediately after confirming the order and prior to the expiry of the statutory withdrawal period.

3 Transfer

The Contract between Telio Telecom and the Customer cannot be transferred without the prior written consent of Telio Telecom.

Notwithstanding the foregoing, consent to transfer the Contract to a member of the same household can only be withheld on reasonable grounds.

Telio Telecom can transfer all or part of its rights and duties under this Contract.

4 Right to withdraw

Under Articles 40a ff. of the Swiss Federal Code of Obligation ("CO"), Customers are under certain conditions entitled to withdraw from the Contract by using the enclosed form. They must inform Telio Telecom of their intention within 7 days after they have ordered or accepted the Contract. Orders will normally be confirmed by Telio Telecom by email immediately after having been made.

In the event of the right to withdraw being exercised, the responsibilities of the parties under the contract cease.

If the Service has been provided before the expiry of the withdrawal period and the Customer exercises its right to withdraw, the Customer shall pay accrued fixed charges and call charges for the period until the Contract is terminated.

If the Customer exercises its right to withdraw, he is responsible for returning all equipment received from Telio Telecom and he will only be refunded once all equipment has been returned.

5 Retention and use of customer information

Telio Telecom collects, retains and processes a variety of customer information, including the Customer's name, address, telephone number, email address and traffic data, in compliance with the Swiss Federal Act on Data Protection, the Federal Act on Telecommunications and any associated ordinances and other regulations. The customer information collected by Telio Telecom may include sensitive personal data. This information is collected directly from the Customer when the Service is ordered and through the Customer's use of the Service. Customers agree to have their personal information used by Telio Telecom to manage its relationship with the Customer, including providing the Service and invoicing, and to design and develop its services and tailored offers, as well as to have such data processed for the same purpose within the group. All information will be stored and processed in accordance with the Swiss Federal Act on Data Protection, the Federal Act on Telecommunications and any associated ordinances and other regulations.

Telio Telecom operates globally, and therefore customer information (including sensitive personal data) may be transmitted to, and processed and disclosed for the purposes mentioned hereabove, to affiliates, subsidiaries or service providers abroad (in particular, in Norway and in the Netherlands).

Telio Telecom cannot pass on customer information to unauthorised parties. Customer information can nevertheless be passed on:

• if the Customer has consented to them being passed on
• if the passing on of such information is sanctioned by law
• as part of a debt collection process
• for accounting purposes or verifying creditworthiness if the security of data is guaranteed
• if demanded by a competent authority.

Telio Telecom has a statutory duty to provide the Customer's name, address and telephone number to directory listings and directory enquiries services, unless the Customer specifically requests that this is not done. The Customer can do so by contacting Telio Telecom.

Customer information will be deleted when it is no longer necessary to store and process it for the purpose of achieving the above goals. Information kept for invoicing purposes is deleted in accordance with the relevant regulations and licence conditions in force at any given time. If an invoice is not paid or if a dispute arises relating to its accuracy, the information can be stored until the invoice has been paid or the dispute has been resolved. After an invoice has been paid, the name and address of the Customer, as well as the amount of the invoice, can be stored.

Customers can ask to see what information about them is held by Telio Telecom, and can find out how the information is processed by contacting Telio Telecom. If the information held is inaccurate, incomplete or irrelevant, the Customer can also demand that the information is corrected.

Telio Telecom is responsible for processing the customer information described above. Any disagreement with said data processing must be made in writing and sent to the registered address of Telio Telecom, which is Thurgauerstrasse 40, CH-8050 Zürich.

BY ENTERING INTO THIS CONTRACT, THE CUSTOMER EXPRESSLY CONSENTS TO THE PROCESSING OF CUSTOMER INFORMATION (INCLUDING SENSITIVE PERSONAL DATA) BY TELIO TELECOM IN ACCORDANCE WITH THIS CLAUSE.

6 Duty of confidentiality

Telio Telecom protects the secrecy of telecommunications and undertakes to keep details of the Customer's use of the Service and the contents of telephone communications confidential. Courts, public prosecutors and other government bodies can nevertheless receive such information if a legal judgement or court order is pronounced to that effect.

Without incurring any additional charges, the Customer can ask Telio Telecom to hide his number for any or all incoming or outgoing calls.

7 Prices

The price of the Service can be found on Telio Telecom's current price list. The price list is available at www.telio.ch.

By making use of the Service, the Customer accepts Telio Telecom's current price list.

Telio Telecom is entitled to adjust the price of the Service with one month's notice. A notification on an invoice, or by a separate email, stating the new price of the Service is valid as written notice of a price change. If the Customer uses the Service after the price change has become effective, this is considered acceptance of the new price.

Price changes in favour of the Customer will not be notified separately, but will be made available on www.telio.ch.

8 Payment

8.1 Terms of payment

The set-up charge for the Service is invoiced in advance, and must be paid before the Service can be set up.

Fixed charges for VoIP-to-VoIP and interconnected services are invoiced monthly in advance, from the first day on which the Customer uses the Service, or no later than 14 days after the Customer has paid the set-up charge.

Services used are normally invoiced monthly in arrears.

Fixed charges and call charges may nevertheless be invoiced/adjusted subsequently.

The Customer is hereby informed that the invoices are factored and that invoicing is done by a subcontractor on behalf of Telio Telecom. Consequently, invoices shall be paid directly to the subcontractor, whose details are listed on the invoice. Payments should always correspond to the invoiced amount and shall be made no later than the date indicated on the relevant invoice, which is normally 14 days after the invoice date (the “Payment Period”). If no written objection to the invoice is made within the Payment Period, it is deemed to be accepted. Payment shall be made to the bank account specified on the invoice. Customers must always include the client ID number when making payments. Failure to make payments in accordance with these rules may result in additional administrative costs being charged to the Customer.

Invoices are sent by post, unless otherwise agreed. Telio will charge a paper invoice fee for sending the invoice by post. The fee is published at www.telio.ch. If the customer wants to receive invoices by e-mail, the customer must change his invoice type on “My Pages” or by calling customer service. If the Customer has agreed to receive the invoice by e-mail, the Customer is responsible for notifying the correct e-mail address and for being able to receive e-mails with invoices at such e-mail address.

8.2 Credit limit

Telio Telecom reserves the right to suspend the Service without prior warning if the total value of outstanding invoices exceeds Telio Telecom's standard credit limit for the Customer (cf. price list, etc. at www.telio.ch).

In the event of exceeding the credit limit, the Customer will be notified and offered the opportunity to reconnect the Service by providing satisfactory guarantees for the outstanding balance.

If the Customer wants a higher credit limit, a special agreement must be reached, e.g. through a deposit agreement, or some other agreement that is satisfactory to Telio Telecom.

9 The Customer's responsibilities

9.1 Change of address

Telio Telecom shall immediately be notified of any changes in the Customer's circumstances that affect the subscription, including changes of name, address (postal and email), etc.

9.2 Loss of, or damage to, equipment

The Customer is responsible for any loss of or damage to the equipment supplied by Telio Telecom and shall immediately notify Telio Telecom of any such loss or damage.

If the Customer wishes to replace the equipment for reasons other than a mechanical or technical fault, the Customer will have to pay a charge in accordance with the current price list to cover the costs of checking the returned equipment and delivering the new equipment.

9.3 Returning equipment

If Telio Telecom deems it necessary to replace the equipment, the Customer shall arrange to return the old equipment, and collect the new equipment from Telio Telecom, unless Telio Telecom undertakes to do this.

In case of termination of the Contract, the equipment shall be returned immediately, and no later than within 14 days, to Telio Telecom. If the equipment is not returned as set out in this Contract, Telio Telecom is entitled to demand full compensation for the equipment as set out in Article 15 hereafter. If Telio Telecom has suspended the Contract or any additional contract with the Customer, Telio Telecom can demand compensation for any other losses incurred.

9. 4 Connection of equipment

The Customer is responsible for connecting the equipment provided in order to start using the Service. The Customer also undertakes to contact Telio Telecom's customer service department immediately in the event of set-up problems or other technical problems.

9.5 Liability

The Customer shall be liable for the content of the information (speech and data of any kind) which is carried by Telio Telecom for the Customer via his or her connection. Telio Telecom is not liable for information transmitted or received by the Customer via his or her connection. The Customer is liable for the legitimate and contractual use of his or her connection.

9.6 Use of the Service and equipment

The Customer is responsible for his/her own and any third parties’ use of the Service and of the equipment, if a third party is given access to the Service through the Customer. The Customer shall immediately inform Telio Telecom if any third parties are violating the terms of the Contract with Telio Telecom.

The equipment provided by Telio Telecom remains the property of Telio Telecom. The equipment cannot be sold, hired out, transferred or mortgaged in any other way. The Customer shall use the equipment in accordance with instruction manuals. Customer is not permitted to interfere with or in any way to modify the physical or material structure or software of the equipment.

The Customer must not break electronic barriers, locks or codes or, in any other way, gain unauthorised access to other services, information, data or systems that are not intended for the Customer or, in any way, use the Services and/or the equipment to perform any abusive, criminal or legally forbidden activity. Further, the Customer shall not use, exploit or spread information that is not intended for the Customer, or that the Customer has obtained unauthorised access to.

9.7 Broadband network and other equipment

The Customer must ensure to have a functioning public or private broadband connection, which allows the equipment to be used with standard internet protocols.

The Customer is responsible for any additional equipment needed within his own local network to allow him to make use of the Service. The Customer is responsible for connecting and installing the equipment.

9.8 Number portability

By entering into this Contract, and requesting the transfer of an existing number, the Customer authorises Telio Telecom to request that the number be transferred from the Customer's supplier, to collect the necessary information from the supplier and to cancel any services that prevent the transfer of the number (so-called number porting).

For VoIP services, porting of the number will only be requested once Telio Telecom becomes aware that the Customer has installed the equipment provided. The Customer is responsible for cancelling any other numbers and/or services that are to be discontinued before requesting porting. The Customer is also responsible for providing accurate information, so that the number can be transferred correctly.

The number will be ported 6-10 days after Telio Telecom has submitted a number porting request.

Telio Telecom is not responsible for errors or problems that arise as a result of the Customer or other suppliers providing inadequate or inaccurate information, or as a result of matters beyond the control of Telio Telecom.

The Customer must not terminate his subscription with his current supplier if he wishes to retain (port) his existing number. According to the relevant regulations, the existing supplier shall do that on receiving a number porting request from Telio Telecom.

If the Customer chooses new numbers from Telio Telecom, the Customer is responsible for terminating his subscription with his existing supplier.

The Customer is not entitled to any compensation, except the price of porting, if the number, for whatever reason, cannot be ported or its transfer is delayed.

10 Telio Telecom's responsibilities

10.1 Service provision

Telio Telecom shall provide the Service ordered by the Customer in accordance with the terms and conditions set out in this Contract.

10.2 Customer service

Telio Telecom provides customer service in connection with the Services by email and via telephone. The email address and telephone number shall be easily available at www.telio.ch.

Customer service can be reached by calling 0800 88 66 88.

Telio Telecom is not responsible for any loss of profit or other losses caused by the Customer or his/her representative using Telio Telecom's customer service.

In case of fault due to incorrect or negligent use of the Service by the Customer or someone for whom he/she is responsible, or due to external forces, the Customer shall be responsible for the costs of finding and repairing the fault.

Repairs to equipment may only be carried out by Telio Telecom, or by a technician designated by Telio Telecom.

10.3 Caller location for the emergency services

When using VoIP services from another location than the one registered with Telio Telecom by the Customer, Telio Telecom cannot currently guarantee that the emergency services will receive correct information about the geographic location of the caller.

BY ENTERING INTO THIS CONTRACT, THE CUSTOMER EXPRESSLY CONFIRMS BEING INFORMED OF THIS RESTRICTION AND ENDEAVOURS TO USE, IF POSSIBLE, ANOTHER SERVICE PROVIDER OR OTHER MEANS OF COMMUNICATION FOR EMERGENCY CALLS FROM ANOTHER LOCATION THAN THE ONE REGISTERED WITH TELIO TELECOM.

Telio Telecom does, however, always record the Customer's home address, and ensures that the registered address, as well as a call label stating "potentially nomadic VoIP", is sent to the emergency services when they are called.

11 Faults or problems with the Service

11.1 Complaints

In the event of faults or problems with the Service, the Customer must lodge a complaint within a reasonable time after the fault or the problem has been discovered or should have been discovered.

Objections to an invoice must normally be made before the invoice is due for payment. While Telio Telecom is processing a complaint, the invoice does not need to be paid. Telio Telecom can nevertheless demand a provisional payment based on the Customer's average past use of the Service, or based on the estimated average use of the Service by equivalent customers, if there is no past data for the Customer in question.

Telio Telecom is not responsible for interruptions caused by forces out its control, e.g. the broadband connection, the Customer's own equipment, or by force majeure, e.g. labour disputes, government regulations, war, fire, power cuts or other instances of force majeure.

11.2 Fault correction

Telio Telecom shall, as soon as possible after being notified of a fault in the Service, implement measures to find and correct the fault.

If the fault is due to incorrect or negligent use of the Service by the Customer, or is in any other way the responsibility of the Customer, or is due to external forces, the Customer shall cover the cost of finding and repairing the fault.

11.3 Price reductions

If the Service, or material individual services, cannot be used due to faults in the Service, the Customer can demand a price reduction pursuant to the CO. A price reduction will not be granted for interruptions caused by faults in the equipment that is not the property of Telio Telecom. Similarly, no price reduction will be given if the fault is due to, or is found in, the Customer's own local network or broadband connection. Nor will a price reduction be given if the Customer has caused a fault or damage to Telio Telecom's equipment, or if the fault/damage falls within the Customer's area of responsibility.

11.4 Liability

Telio Telecom shall only liable for losses to the Customer which are directly related to the fulfilment of its obligations under this Contract and which have been caused by Telio Telecom, or its auxiliary persons acting under its instructions, by gross negligence or wilful misconduct. Telio Telecom shall not be held liable for uninterrupted and trouble-free services.

Telio Telecom shall not be liable to the Customer for indirect losses, financial losses, consequential losses, third-party losses or lost profits, in each case howsoever arising, whether such loss or damage was foreseeable or in contemplation of the parties.

The total liability of Telio Telecom arising in connection with the performance or contemplated performance of the Contract (e.g. in the event of faults or problems with the Service) shall be limited to the fixed charge for the relevant month.

Telio Telecom shall not in any case be liable if the fault is due to forces beyond Telio Telecom's control (e.g. force majeure) that Telio Telecom could not have been expected to take into account when the Contract was signed.

The Customer is responsible for protecting the Service and equipment from wrongful use or damage by unauthorised third party. Telio Telecom is not liable for losses or damages that directly or indirectly can be attributed to unauthorised use of the Service by the Customer, or to unauthorised third party interfering with the Customer's equipment.

The Customer is liable to Telio Telecom for any losses or damages to the Service caused by disturbances from the Customer's local network.

12 Occasional interruptions or usage limits

Telio Telecom is entitled to implement measures that may result in interruptions, disturbances or changes to the Service, if those measures are considered necessary for technical, safety, maintenance or operational reasons. Telio Telecom is not liable for any costs or losses incurred by the Customer as a result of such measures. Telio Telecom will strive to provide notice of such measures sufficiently in advance, and do its utmost to minimise the inconvenience caused to Customers.

If required by the Federal Act on Telecommunications and any associated ordinances and other regulations, usage limitations can be introduced without prior notice, but the Customer will be notified immediately after the event.

Telio Telecom uses the Customer's broadband connection to provide VoIP services. If the Customer's broadband connection is interrupted or suffers interference, this will automatically result in an interruption to, or interference with, Telio Telecom's VoIP services. Telio Telecom is not in any way liable for problems with the Customer's broadband connection.

In case of emergencies, including force majeure, serious threats to health, safety and/or the environmental, natural disasters, war or warlike situations, widespread strikes or lockouts, and the serious risk of sabotage of the network and Services, Telio Telecom is entitled to interrupt or limit the Service, as well as to cut off new customers from access to the Service.

Telio Telecom shall not be liable for any direct or indirect losses incurred by the Customer as a result of such measures. If fulfilment of material parts of the Contract is prevented for more than three months due to the abovementioned circumstances, each of the Parties is entitled to terminate the contract with immediate effect.

13 Breach of contract

13.1 General

Neither Party shall be liable for failure to fulfil its obligations if this is due to circumstances that are normally considered force majeure.

13.2 Breach of payment terms

The Customer will be considered in default if an invoice remains unpaid 35 days upon being reminded of the payment of such invoice.

In case of default of the Customer, an interest of 5% per annum shall accrue in accordance with the provisions of the CO. In case of default of the Customer, Telio Telecom shall also be entitled to charge a reminder fees. Telio Telecom can also demand that any expenses which have arisen in connection with the enforcement of a debt must be borne by the prosecuted Customer.

In the event of missed or delayed payments, Telio Telecom is entitled: (i) to suspend/block the Service without notice until Telio Telecom receives full payment (this will prevent the Customer from placing outgoing calls); (ii) to terminate the Contract and demand the return of its equipment according to Clause 14 hereafter.

If the Service has been terminated or suspended due to payment failure, Telio Telecom is entitled to refuse to sign a new contract with the Customer or another member of the same household.

13.3 Suspension

In the event of a material breach of the Customer’s responsibilities, the Service can be suspended/blocked without prior notice and with immediate effect.

Telio Telecom can also suspend/block the Service if the Customer is in breach of other contracts with Telio Telecom, of if other services provided by Telio Telecom have not been paid for when due. This also applies to breach of a contract with Telio IP Services BV.

The Service may further be suspended under certain circumstances upon specific request of the Customer. Telio Telecom shall have the right to refuse such suspension request. If such suspension request is granted, it might be subject to the payment of a fee by the Customer.

If the Service is suspended/blocked, the Customer shall compensate any losses that Telio Telecom has suffered as a result of the breach of contract. Upon request from Telio Telecom, the Customer shall return all equipment received. Furthermore, the Customer shall pay all invoices, whether or not they are yet due, and any expenses associated with collecting/returning equipment, interest and debt collection charges.

After the Service has been suspended, Telio Telecom is entitled to refuse past Customers renewed access to the Service.

13.4 Reconnection

If the Service is suspended as a result of breach of contract by the Customer, Telio Telecom can charge a fee to reconnect the Service in accordance with its current price list.

14 Termination

The Customer can terminate the Contract by notifying Telio Telecom in writing. The Contract is considered terminated on the last day of the month following Telio Telecom's receipt of the notice of termination.

If the Customer has entered into a contract with Telio for a minimum fixed period of time, any termination of the Contract will cause an additional termination charge to be invoiced. The amount of the termination charge is available on www.telio.ch. A subscription that has been terminated cannot be reactivated more than 30 days after being terminated.

Telio Telecom is entitled to terminate the Contract with 30 days notice if the Customer is in breach of the Contract (e.g. in case of default) or of other contracts with Telio Telecom, or if other services provided by Telio Telecom have not been paid for when due. This also applies to breach of a contract with Telio IP Services BV.

Telio Telecom reserves its right to discontinue the Service and terminate the Contract at any time for cause, notably in case of breach of the present Terms and conditions (e.g. in case of illegal or non-contractual use of the Service or abuse) or any other related provisions by the Customer or in case the Customer endangers the equipment provided by Telio Telecom.

Telio Telecom is entitled to terminate the contract with immediate effect, or to suspend the Service temporarily, if the Customer is in breach of current statutory provisions governing telephone or telecommunications services, or abuses the Service, including using the service for harassment. This also applies if the Customer's equipment causes disturbances to Telio Telecom's technical installations.

In case of termination of the Contract, the Customer shall be responsible for returning all equipment received from Telio Telecom. Returned equipment shall be in the same condition as it was when supplied. If the equipment has not been returned and received within 14 days of termination of the contract, the Customer will be invoiced for the regular sales price of the equipment at the time of the conclusion of the Contract in accordance with the current price list.

In case of termination due to a breach of the Contract by the Customer, the Customer shall further compensate any losses that Telio Telecom has suffered as a result of the breach of contract. The Customer shall in addition pay all invoices, whether or not they are yet due, and any expenses associated with collecting/returning equipment, interest and debt collection charges.

No set-up fees or fixed charges will be refunded in the event of the Service being terminated or cut off.

15 Changes to terms and conditions

Telio Telecom reserves the right to change the terms and conditions of this Contract at any time. Notice of changes to terms and conditions will be sent with invoices, published on the Internet and/or sent by email. Only material changes to terms and conditions and changes that are unfavourable to the Customer will be notified to the Customer with one month’s notice.

16 Applicable law

This Agreement shall be governed by and construed in accordance with the substantive laws of Switzerland.

17 Competent courts

The Customer and Telio Telecom shall aim to resolve any disputes amicably.

Subject to any other compulsory legal venues, any dispute, controversy or claim arising out of or in relation to this Contract will be subject to the exclusive jurisdiction of the Courts of the Canton of Zürich, venue being Zürich, with reservation of the right of appeal to the Swiss Federal Court in Lausanne.

18 Entering into force

These terms and conditions shall enter into force on 16.12.2010

The German or French version of these terms and conditions are binding.