General terms and conditions for business customer tariffs

The contract language is German; this translation is explicitly non-binding.

Provided by:
easybell GmbH
Brückenstraße 5a
10179 Berlin
Local court Charlottenburg HRB 137060

Our services are governed exclusively by these terms and conditions. They are an integral part of all contracts that we conclude with our customers for the deliveries and services offered by us. They shall also apply to all future services, deliveries or offers to our customers, even if they are not separately agreed again. Even if no further reference is made to them when concluding similar contracts, the General Terms and Conditions of easybell GmbH apply exclusively in the version available at www.easybell.com when the customer makes the declaration, unless the contractual partners agree otherwise in writing. Terms and conditions of the customer or third parties do not apply, even if we do not separately object to their validity in individual cases. Even if we refer to a letter that contains or refers to the terms and conditions of the customer or a third party, this does not constitute agreement with the validity of those terms and conditions.

The content of the contract between Easybell and the customer is based exclusively on the content of the order, the price list, the respective product descriptions and these terms and conditions. In the event of contradictions in the individual documents, the documents apply in the aforementioned order.

Easybell is entitled to make changes to these General Terms and Conditions. Easybell will only make these changes for valid reasons, in particular due to new technical developments, changes in jurisdiction, changes in the law or other equivalent reasons. If the change leads to a disadvantage for the customer, Easybell must inform the customer of the change at least six calendar weeks before it comes into effect. The customer can object to the change with a period of four calendar weeks after receipt of the notification, otherwise the change is considered approved. Easybell will point this out separately in the notification of change.

Easybell provides customers with a VoIP connection. The connection enables the customer to connect to the Easybell SIP server via SIP using suitable Internet access. Premium services (0900, directory assistance) and foreign destinations, which are frequently misused for telephone fraud, cannot be reached via the Easybell network. Blocked international destinations (except premium or service numbers) can be activated by signing a consent that exempts Easybell from liability for the costs of telephone fraud.

It is possible to send and receive faxes via the Easybell network. Easybell supports T.38 for this purpose, provided that all communication components involved also support T.38. If this is not the case, Easybell transmits with codec G.711. In this case or if the connection quality is insufficient, the transmission of pages may be interrupted or incomplete.

The customer has the option of retaining his telephone number from another provider. Easybell does not charge the customer for the incoming porting. The customer can request a telephone directory entry for each telephone number once the connection has been completed. The entry is free of charge.
The customer has the option of transferring his telephone number or telephone number block from Easybell to another provider. The costs of this outgoing porting depend on the national regulations of the regulatory authorities. In Austria they are generally free of charge.

With the Teams Connector, you can integrate your SIP trunks into Microsoft Teams and thus run all communication via Microsoft Teams. You can use this with easybell phone numbers as well as with phone numbers from other providers. A functioning SIP trunk is required. The current prices and conditions can be found in our price list. The Teams Connector can be canceled in the personal area on the website www.easybell.com at any time at the end of the month, but not retroactively. Cancellation by e-mail, letter or fax is subject to a notice period of 7 days to the end of the month.

Easybell will make the services available to the customer as quickly as possible. Provision dates and delivery deadlines are only binding if they have been confirmed to the customer in writing as binding. Deadlines and dates agreed as binding are postponed by a reasonable period of time in the event of a temporary and unforeseeable impediment to performance for which Easybell is not responsible. Easybell ensures the proper operation of the services offered within the scope of operational and technical possibilities. Insofar as Easybell obtains preliminary services from third parties, no influence can be exerted on the quality and availability of these services and therefore no guarantee can be given. Easybell can restrict access to the services if the security of the network operation, the maintenance of the network integrity, in particular the avoidance of serious disruptions to the network, the software or stored data, require this.

The Easybell systems have a minimum availability of 99% averaged over 365 days a year. The Teams Connector is considered available if both a trunk and Microsoft Teams Direct Routing can be connected. The SIP server has a minimum availability of 99% averaged over 365 days a year. The SIP server is considered available if the customer can establish a connection to the server.

Maintenance, installation and conversion times are explicitly excluded from the calculation of system availability. Transmission quality and availability may be limited by the technical conditions of other telecommunications networks, in particular the SIP trunk providers used, Microsoft Teams Direct Routing, the Internet connection used by the customer and his other hardware and software. These factors are not within the sphere of influence and responsibility of Easybell.

To respond to security incidents, security threats and security gaps, Easybell takes the following measures, among others:

• Compliance with or regular updating of the technical guidelines and applicable standards.
• Protection of the data stored on Easybell's servers according to the current state of the art.
• Regular checking of the technical devices used for possible security vulnerabilities in order to identify and eliminate possible threats or vulnerabilities at an early stage.
• ongoing information about published security vulnerabilities.
• Regular monitoring and maintenance of the technical devices used and automatic monitoring of the main systems around the clock, 365 days a year, enabling a rapid response to acute security or integrity breaches at any time.
• Operation of our own Network Operation Center, which monitors the main network platforms and systems, among other things.
• Implementation of current technical guidelines and standards aimed at implementing technical measures to ensure integrity, i.e. to be able to recognize corrupt data as such and, if necessary, to retransmit data.
• Informing affected customers about a breach of security or integrity.
• Implementing and integrating an emergency concept.
  Responding appropriately to the discovery of any vulnerabilities and security gaps and, depending on their severity, informing the regulatory authority and, if necessary, the public.
• Implementation of all necessary technical and organizational measures to ensure that the security and integrity of Easybell services correspond to the respective state of the art and the respective legal regulations.

By placing an order, the customer submits an offer to conclude a contract with Easybell. A contract is concluded when Easybell accepts the order in text form, but at the latest when the service is activated. For the written acceptance, the customer receives a declaration of acceptance known as an "order confirmation".

The contract term is primarily determined by the service description. Unless otherwise specified there, the contract has no minimum term. Cancellations can be ordered in the personal area of the website or require text form (e-mail, letter or fax).

The right to extraordinary termination remains unaffected. An extraordinary right of termination for good cause exists in particular if one party culpably violates its obligations arising from the contractual relationship and the other party cannot reasonably be expected to wait for the expiry of the notice period.

Good cause exists, among other things, if the customer registers with Easybell under a false name or false identity, misuses the service within the meaning of Clause 4, continues to owe payments despite reminders or if insolvency proceedings are opened against the customer's assets or the customer files for insolvency.

The customer provides Easybell with all information required to process the provision of services.

Easybell handles customer communication exclusively by e-mail. The customer undertakes to provide a valid e-mail address when registering, to check it regularly and to inform Easybell immediately of any changes to his e-mail address.

The customer is obliged to provide his exact address ("home address") in order to ensure location recognition when dialing emergency numbers. If the customer dials an emergency number from a different location (so-called nomadism), location recognition is not guaranteed. The location must be communicated to the emergency call center. So-called "robo calls" are not possible.

A functioning Internet connection is a prerequisite for making an emergency call.

If possible, the customer should use a more suitable communication medium for emergency calls that are not made from their stored home address to enable the emergency call center to identify their location.

If emergency calls are triggered in the case of nomadic use, subsequent costs may be incurred due to the alerting of an emergency call center that is not locally responsible, e.g. because the fire department is dispatched to the wrong location. In the case of nomadic use, the customer is obliged to pay for follow-up costs due to emergency calls triggered outside the specified location.

The customer undertakes to inform Easybell immediately of any changes relevant to the contract. In particular, this includes a change of registered office, a change of bank details or e-mail address.

The customer undertakes to support Easybell appropriately so that services can be provided in accordance with the contract. In particular, the following obligations apply:

• The customer is responsible for the installation, operation and maintenance of the third-party systems required for Easybell's services, in particular Microsoft Teams and the connected telephone lines.
• The prerequisite for fault rectification is that the customer reports faults to Easybell immediately. The fault period begins with the notification to Easybell.
• The customer must cooperate appropriately in the context of fault clearance by Easybell customer service. In particular, the customer must create the conditions for the necessary analyses and, if necessary, adapt configurations in accordance with the customer service's instructions.
• If the customer is responsible for the fault reported by him or if a fault reported by the customer does not actually exist, the costs incurred by the fault rectification are to be borne by the customer.
• The customer undertakes not to make any attempts to manipulate or misuse the services provided by Easybell.
• The customer must take appropriate security measures against the unwanted and improper use of the Easybell service by third parties.
• The customer undertakes to keep access data confidential and secure and not to disclose it to third parties.
• The customer agrees that Easybell may use third parties at any time to fulfill the contract if the provision of the service makes this necessary.

The customer undertakes to provide Easybell with appropriate support so that services can be provided in accordance with the contract. In particular, the following obligations apply:

• In particular, no legally prohibited, unsolicited information may be transmitted, such as unwanted and unsolicited advertising. No illegal contact may be made by means of telecommunications and no information with illegal or immoral content may be transmitted or referred to such information.
• The customer indemnifies Easybell from all claims of third parties which they assert against Easybell due to a contractual, immoral or illegal and culpable use of Easybell services by the customer. The same applies to the costs of a legal defense of Easybell required in this context.
• When making calls via the service, the customer undertakes not to transmit any telephone numbers that have not been assigned to him for use.
• The customer will immediately inform all co-users of the Easybell telephone connection belonging to the company and future co-users that the connection data of the VoIP connection (EVN) will be disclosed to him as part of the billing process, if this has been commissioned.
• The customer acknowledges that Easybell cannot exercise control over the content of the data that is transported via the network. Easybell is therefore not liable for the content of data, neither for data sent by customers nor for data sent by third parties. The customer himself must take appropriate protective measures for his computer(s).

• The customer will not resell the services to third parties without the prior written consent of Easybell ("reselling"). Third parties within the meaning of this provision are also companies affiliated with the Customer within the meaning of § 15 ff. German Stock Corporation Act.
• The Customer will not establish any connections to geographical local numbers that serve a purpose other than the establishment of direct voice or fax connections to other subscribers, in particular no connections where the Customer or a third party is to receive financial benefits dependent on the duration of the connection. This includes, in particular, telephone numbers used by computers to transmit data or voice, advertising hotlines and chat services.
• Products for which services are compensated at a flat rate (e.g. flat rates) are not offered for value-added service providers and telecommunications service providers and not for providers and operators of mass communication services, in particular providers or operators of fax broadcast services, call center services, telemarketing services and market research services. Flat-rate services may not be used for the aforementioned applications or for the permanent networking or connection of locations or telecommunications systems for machine-to-machine communication.

Easybell invoices the customer for the services provided including German VAT. If a customer from the European Union (except Germany) provides his VAT ID, the VAT will not be charged and the tax liability is transferred to the recipient of the service.

The customer's payment obligation applies to all connections from his VOIP connection, the use of which he has enabled, permitted or tolerated, i.e. also for connections caused by third parties, unless the customer is not responsible for the use. The customer is responsible for proving that he is not responsible for the use.

Easybell is entitled to change its fees at its reasonable discretion and within reasonable limits, while maintaining the equivalence ratio, with at least six weeks' notice if the prime costs on which the contract is based (in particular purchase prices) change.

In the event of price increases, the customer shall be entitled to an extraordinary right of termination, which shall take effect at the time of the relevant fee change. If the customer does not exercise this right of termination within four weeks of receipt of the notification, the change is deemed to have been approved. Easybell will expressly point this out again in a notification.

In the event of changes in VAT, Easybell is entitled to adjust the charges in accordance with the change without this giving rise to a right of termination for the customer.

Easybell only issues invoices as PDF files by e-mail or for download via the personal area of the website. The creation of a "paper invoice" is not possible.

The customer is advised that confidential data transmission of invoices on the Internet cannot be guaranteed. For this reason, Easybell invoices do not contain an itemized bill. This can - if requested - be called up separately by the customer via the customer portal.

The mandatory information on the invoice (§ 14 para. 4 UstG of the Federal Republic of Germany) is transferred to the invoice on the basis of the information provided by the customer in his Easybell customer account. The customer is obliged to keep this information up to date. Easybell is not obliged to issue invoices that deviate from this information.

One-off services are charged after completion of the service activities, basic fees for recurring services are charged monthly in advance and usage-based fees are charged monthly after the technical data is available. Voice calls are billed by the minute, unless otherwise specified in the tariff. If the product is extended during a billing period, the additional costs will be charged pro rata with the next invoice.

The invoiced remuneration is due upon receipt of the invoice by the customer. The first billing month begins on the day the service is activated for operation. The operational activation is not dependent on the existence of components that are necessary for use but must be provided by the customer, such as the appropriate Microsoft Teams license.

The payment method is selected as part of the order or can be changed in the customer portal. Changes only apply to future invoices. The payment method for an invoice that has already been issued can no longer be changed. The payment methods available are direct debit or bank transfer after invoicing.

Payment of fees by direct debit requires the customer's consent. The period for pre-notification is reduced to three days. The customer guarantees to ensure that the account is covered. In the case of returned direct debits for which the customer is responsible, Easybell will charge the costs incurred for each returned direct debit, unless the customer can prove that no damage at all or significantly less damage has been incurred. With a returned direct debit, Easybell switches to payment by invoice.

In the case of periodic invoicing with varying invoice amounts, the customer's account will be debited at the earliest five days after receipt of the invoice. If the customer chooses to pay by invoice, the full invoice amount must be transferred within ten days of invoicing, unless a different payment period has been agreed. Repayment shall only be made if the customer has adequately indicated the intended purpose (in particular the invoice number) when making the payment. Each invoice must be paid individually. A collective transfer or the transfer of lump sums is not possible.

Objections to invoice amounts must be made in writing by e-mail, letter or fax within eight weeks of receipt of the invoice and must be substantiated. If objections are not raised within this period, the invoice is deemed to have been approved by the customer. Easybell refers to this legal consequence in the invoices. The due date of the invoice amount is not affected by the raising of objections.

The customer can only offset undisputed or legally established claims against Easybell's claims.

Easybell is entitled to prevent the use of the services in whole or in part in accordance with the relevant provisions (§ 143 TKG of the Republic of Austria or § 45k TKG of the Federal Republic of Germany) (blocking).

In the case of the sale of hardware or software licenses ("goods"), easybell retains ownership until the agreed purchase price has been paid in full. If third parties access these goods, the customer will inform the third party of easybell's ownership and notify easybell immediately so that easybell can enforce its ownership rights.

Easybell is liable for claims for damages by the customer due to injury to life, limb or health and for claims for damages arising from the breach of essential contractual obligations. Essential contractual obligations are those whose fulfillment is necessary to achieve the purpose of the contract. Easybell is also liable for damages that are based on an intentional or grossly negligent breach of duty by the provider, its legal representatives or vicarious agents. Otherwise, claims for damages by the customer are excluded. The exclusion of liability also applies in favor of the legal representatives and vicarious agents of Easybell, insofar as the customer asserts claims against them.

Easybell's obligation to perform only applies if Easybell itself has been supplied with the corresponding preliminary services in accordance with the contract and on time and has not violated any duties of care in this regard. In the event of service disruptions due to force majeure, Easybell is released from the obligation to perform in any case.

If emergency calls are triggered in the case of nomadic use (see Clause 4), subsequent costs may be incurred due to the alerting of an emergency call center that is not locally responsible, e.g. because the fire department is deployed to the wrong location. In the case of nomadic use, the customer is obliged to pay for follow-up costs due to emergency calls triggered outside the specified location.

Easybell points out that VoIP is offered within the scope of what is currently technically and operationally possible, whereby certain losses in terms of availability, voice quality and security may occur in comparison to traditional telephony, which are beyond the control of Easybell and for which no liability can therefore be accepted. In particular, the VoIP telephone connection is not suitable for the use of home emergency call, fire and burglar alarm systems; such operation is therefore at the customer's own risk. Easybell is not liable for incorrect or non-existent transmission of the emergency call to the responsible emergency call center in the event of such use of the telephony connection or in the event of a power failure.

The following applies to customers from Austria: Compensation for damages, with the exception of personal injury, is limited to EUR 7,000.00 for each event causing damage to the individual injured party for entrepreneurs and EUR 700,000.00 for all injured entrepreneurs. If the total damage is higher, the compensation claims of the individual injured entrepreneurs are reduced proportionately.

In the Federal Republic of Germany, the statutory limitation of liability under Section 70 TKG also applies to end users who are not consumers.

9.1 Data protection for customers outside Austria

The legal basis for the handling of the customer's personal data includes the General Data Protection Regulation (GDPR), the Federal Data Protection Act (BDSG), the Telecommunications and Telemedia Data Protection Act (TTDSG) and the Telecommunications Act (TKG).

Personal data is only collected, processed or used if the data subject has consented or if the TKG or another legal provision orders or permits this. Further details can be found in our privacy policy.

9.2 Data protection for customers in Austria

The legal basis for the handling of personal data of Austrian customers are the relevant laws in Austria, including the General Data Protection Regulation (GDPR) and the Telecommunications Act (TKG 2021) of the Republic of Austria.

Personal data will only be collected, processed or used if the person concerned has consented or if the TKG of the Republic of Austria or another legal provision orders or permits this.

Easybell will collect the following personal data for billing purposes in accordance with Sections 165, 166 and 167 TKG 2021 (as amended) Master data pursuant to § 160 para. 3 no. 5 TKG 2021 and traffic data pursuant to no. 6 leg. cit. Master data is collected before the service is provided and deleted at the latest after termination of the contractual relationship with the customer, unless this data is still required afterwards for billing or collecting fees, processing complaints or fulfilling Easybell's legal obligations.

Traffic data will be deleted, but will be stored in accordance with § 167 para. 2 TKG 2021 until the expiry of the period within which the invoice can be legally contested or the claim for payment can be asserted. Easybell takes all technically and economically reasonable measures to protect the data stored by it against unauthorized access by third parties.

Insofar as Easybell is obliged by law to pass on data, Easybell will comply with this legal obligation. In particular, Easybell is entitled to disclose the identity of the customer as well as the type of service provided by the customer to the Telecommunications Regulatory Authority. In the event of suspicion of a breach of the Telecommunications Act or other Austrian or international legal provisions or on the basis of a contractual obligation, Easybell is also authorized to disclose the Customer's master data to third parties.

Subsidiary agreements, amendments and supplements to a contractual relationship must be in text form to be effective. Deviating general terms and conditions of the customer, which easybell has not expressly agreed to in writing, do not apply.

Should a provision of this contract be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions.

The customer can only transfer the rights and obligations from this contract to a third party with the prior written consent of easybell.

The law of the Federal Republic of Germany applies exclusively between the customer and easybell, as it applies between domestic persons, excluding the UN Convention on Contracts for the International Sale of Goods, unless mandatory law prescribes the applicability of another legal system.

The place of jurisdiction is the registered office of easybell if the customer is a merchant, a legal entity under public law or a special fund under public law.

Status: 16.08.2022