This Agreement sets the Terms of Service between CY.TALK SWITZERLAND S.A. (“CY.TALK”, “cytalk.com”, “we”, “us”, “our”) and the User (“you”, “your”) of cytalk.com related services (“our Service”). This Agreement governs both our Service and any our approved or provided CPEs used with our Service. By subscribing to or using our Service and/or buying our CPE or software, you agree to these Terms of Service, including any future amendments. The cytalk.com website (“the Websites”) is provided solely for the use of our current and potential users and may not be used by any other person or entity, or for any other purpose. You can access our Services by creating cytalk.com account (“Account”). If you do not accept and abide by this Agreement, you may not use our Service. Nothing in this Agreement shall be deemed to confer any third party rights or benefits. All information linked to these Terms of Service is part of it.
What We Do
We are an internet telecommunications service provider from Switzerland, what we provide is on a best efforts basis. There are important distinctions between a standard telecommunications service and our Service. Our Service is subject to different regulatory treatment than a standard telecommunications service. This treatment may limit or otherwise affect your rights of redress before regulatory agencies. Events beyond our control may affect our Service, such as power problems, fluctuations in the internet, your ISP or broadband service, security or maintenance issues. We will act in good faith to minimize disruptions to your use of and access to our Service.
For our users living in Switzerland we do not support emergency service numbers, please refer to the "Emergency Services" paragraph of our Terms of Service. The availability of our Services and/or rates may vary from country to country. You also acknowledge that this service is based on internet, and although we do our best effort to provide you with the best service, your internet bandwidth maybe not have sufficient speed or quality to have good call quality. You acknowledge that our Service may not be compatible with other non-voice communications equipment. You waive any claim against us for interference with or disruption of any services and equipment. The billing starts the day your Account is activated – regardless if you use the service or not. In order to terminate your service, you can do so by
. Once your Account is terminated it cannot be reactivated, and when the legal withholding time expires all data will be lost. We do not accept ideas, concepts, or techniques for new services or products through the Websites. If such information is received, it will not be considered confidential and we will be deemed free to use, communicate and exploit such information in any manner we choose. No resale of any of our Services unless expressly authorized in writing by us.
International Phone Numbers
International phone number service is based on a recurring fee. The recurring fees are fully due one week before the start of the billing cycle. After the first six (6) months, you can cancel when you please. In case you cancel during an ongoing billing cycle, the phone number will be valid until the end of that billing cycle (except if it is before the end of the first six (6) months, in that case, it will be due to the end of the first six (6) months). The phone number you are buying is originally provided by partner telecoms. We test and make sure to the best of its knowledge that the service is fully functional, but cannot provide guarantee for the service. If for a reason that is above our control, the service cannot be continued, we will propose to you a phone number in replacement or a refund of that phone number for the remaining time for the ongoing billing cycle. Rates and conditions for the phone numbers vary from country to country and may be changed at any time without prior notification. If you decide to cancel the phone number before the new rates take effect, we will refund the remaining time of the current billing cycle. This right of refund expires with the coming into effect of the new rate or conditions. You are responsible for keeping enough funds in your Account in order keep your phone number fully active. Your phone number subscription is automatically renewed until you decide to cancel it. In case your payment method expires or is not valid, the number will be lost permanently and cannot be reactivated, please refer to the "Billing and payment" paragraph of our Terms of Service. Some phone numbers have a setup fee and a variable number of free incoming minutes included. After the included free minutes are consumed, you will be charged for incoming calls. No fee applies for cancellation. Once a phone number is cancelled and the billing cycle period is over, the phone number is lost and cannot be reactivated.
The Telephony Service is a prepaid service, based on a pay as you go system. Calls are rounded to the next whole minute. Rates may vary at any time without any prior notification. Remaining call balance expires one hundred and eighty (180) days after the last call.
Swiss 8XX/9XX Numbers
When you dial an 8XX or 9XX value added service, we have to charge you the associated cost. Rates depend on the provider of each service; we collect payment for those business service providers. If you have any complaints about these costs of services or products, he must refer exclusively to the providers of those services. We are not responsible for any service provided by 8XX or 9XX numbers.
We do not support emergency calls of any type to private or public services. Our Services are not a replacement for your traditional phone service; it is your responsibility to purchase separately from our Services a mobile or a fixed telephone line that offers access to Emergency Services. You agree and understand that we are not required to offer access to Emergency Services under any applicable law or regulation whether local or national or both.
The SMS service is a prepaid service based on a pay as you go system. You are billed on a per SMS basis. Delivery reports are just provided for informational purposes and cannot be used for billing purposes.
Virtual Operator or IVR
The Virtual Operator or IVR (interactive voice response) service is based on a setup fee, a monthly recurring fee and a transfer fee; some other fees may be requested depending on the complexity. Setup fees are due as soon as you accept to the quote we proposed and before we start the development. The recurring fee is fully due one week before the start of each month. The call forwarding fees are charged like calling fees, in a pay as you go fashion, refer the "Telephony service" paragraph of the Term and Services. After the first six (6) months, you can request cancellation when you please with thirty (30) days advance notice (except it is before the end of the first six (6) months, in that case, it will be due to the end of the first six (6) months).
Customer Premise Equipment or CPE
Our Service is only supported on CPEs bought from our authorized partners or resellers and agents. No other CPEs are supported and we have no responsibility to provide service on these CPEs. You also agree that you will use your CPE exclusively for our Service. As the user, operator and/or administrator of this CPE, you are responsible for maintaining the security of the CPE, including but not limited to the physical and network security elements of your CPE. Rates, fees and charges may vary from country to country. The CPEs bought from our authorized dealer/agent/reseller are subject to a limited warranty except as set forth in these Terms of Service. If you receive a CPE from us and the CPE included a limited warranty from another person (such as the manufacturer) at the time you receive it, you should read the separate limited warranty document you got with the CPE for information on the limitation and disclaimer of certain warranties. We will provide a limited warranty on the CPE only for manufacturing defects for a period of one (1) year from your subscription date. If the CPE is defective you can get a replacement CPE by following our return procedures (contact our customer care:
). You may not change the electronic serial number or equipment identifier of your CPE or perform a factory reset of your CPE. We offer no warranty that the CPE, firmware or software are "error free" or will meet your requirements. You may not attempt to hack or otherwise disrupt our Service or make any use of our Service that is inconsistent with its intended purpose. You have not been granted any license to use the firmware or software we use to provide our Service or that we supply to the users in providing our Service. We will not provide any passwords, codes, or other information or assistance that would enable you to use your CPE for any other purpose. We reserve the right to prohibit the use of any interface CPE that we have not provided to our users. You warrant that you possess all required rights, including software or firmware licenses, or both, to use any interface CPE that we have not provided to you. You may not reverse compile, disassemble, reverse engineer, or otherwise attempt to derive the source code from the binary code of the firmware or software. Each CPE sold by us is subject to a monthly recurring fee depending on its geographical location and capacity. The recurring fees are fully due one (1) week before the start of each month. Rates and conditions for the CPE may be changed at any time without prior notification. If you decide to cancel CPE before the new rates take effect, we will refund the remaining time of the current billing cycle. This right of refund expires with the coming into effect of the new prices or conditions. You are responsible for keeping enough funds in your Account in order keep your CPE fully active. Your CPE fee is automatically charged monthly. In case your payment method expires or is not valid, the CPE will be disabled and removed from your Account. You can choose to reactivate it during next ninety (90) days. Reactivation will subject to a reactivation fee that is that location dependent, please refer to the "Billing and payment" paragraph of our Terms of Service. If you do not reactivate the CPE before the expiry of ninety (90) days period the CPE is definitely removed and cannot be reactivated. Our CPE cannot be sold or transferred.
Availability and Quality of Service
Our Service is available 24/7 to all users. Service is subject to account approval at our sole discretion. We are a Reseller Only. We do not provide telecommunication service and are only a reseller of telecommunications services from providers or other distributors or aggregators of such telecommunications carriers. We are not a warrantor, insurer, or guarantor of the services that are provided by the telecommunications carriers.
Maintenance & Upgrades
Sometimes our network infrastructure requires to be taken offline for the purpose of maintenance or upgrades. For scheduled maintenances and/or upgrades you will be notified a reasonable time in advance. Also it is possible that emergency maintenance and/or upgrades need to be performed immediately without any notification to ensure the stability, security or availability of our infrastructure. You cannot hold us responsible for the downtime of these events. We can ask any third party for assistance.
If you experience difficulties in using our Service, please contact us
. To get the fastest and most accurate answer, when writing to our support team, please provide us with precise information such as but not limited to date, time, your Account, nature of the problem you are experiencing and screen captures. We offer varying types and levels of the user service depending on a number of factors, including the service you are using and the problems you are experiencing. For more information on our user service, please go to our "support" section on the Websites. We assume no obligation to provide support services for any third party products or services, or for problems with our service caused by third party products or services. Unless you have entered into a separate service Agreement with us, we may change the user service options at any time.
You will co-operate with all reasonable requests made by us relating to the provision of our Services to you. By registering on Websites, you are obliged to provide very accurate and current information as prompted by our registration pages, maintain and immediately update your online profile information to keep it accurate and current. Failure to do so shall constitute a breach of this Terms of Service, which may result in immediate termination of your Account. You may not select or use a cytalk.com ID of another person with the intent to impersonate that person; use a name subject to the rights of any other person without authorization; or use a user name that we, in our sole discretion, deem inappropriate or offensive. You must be at least thirteen (13) years of age to use our Service. We reserve the right to refuse service to anyone at any time without notice for any reason. You shall treat confidential all passwords, access codes and store such data in a safe place. If you breach any your obligation, your Account will be terminated and will you lose all your rights and balance but still be liable for any breaches or damages. We may, at our sole discretion, terminate your Account for any fraudulent, abusive or otherwise illegal activity, and you may be reported to relevant law-enforcement agencies. Uses of our Services and/or CPEs that can be deemed illegal, improper or inappropriate are the following: use of the service in an abusive, threatening, fraudulent manner, invading another's privacy, auto-dialing, continuous or extensive call forwarding, Telemarketing (any kind of polling, survey and other data mining). You shall not use our Service or your CPE to impersonate another person; as well as use any automated CPEs or programs to catalog, download, store, or otherwise reproduce or distribute information from our Service or use any automated means to manipulate our Service; use our Service to violate any law, rule, or regulation; violate any third party's intellectual property or personal rights; or exceed your permitted access our Service. Please note that the list is not exhaustive but only meant as examples. You are not permitted to transfer the rights and obligations arising from this Agreement to third parties without our prior consent. We are entitled to transfer the rights and obligations arising from this Agreement to our affiliated company.
Billing and Payment
Our rates, fees and charges are published on the Websites. Rates can change at any time and be effective from any date. If you decide to close your Account with the new rates taking effect, we will refund the remaining balance. This right of refund expires with the coming into effect of the new rates, fees or charges. We reserve the right to charge for our free of charges service or for any abuse of our free service. Such charges will be disclosed to you prior. Changes in tax rates or other duty rates entitle us to change our rates immediately and without any advance notice, you will not be entitled to any refunds. Your billing is based on our records, these records are based on our telecommunications partner operators call billing, sometimes operator and cytalk.com call reports differ. We reserve the right to make adjustments to your billing in case of billing errors. This also includes but not limited to, system errors, billing bugs, malicious modifications, hacking, and bug exploits. The users are required to notify us if they notice billing bugs or billing errors while using our Service. If you want to dispute any our charges on your statement, you must notify us by sending an
within seven (7) days after you receive your statement from your bank or credit card issuer. If you do not dispute the charges within fourteen (14) days, you waive any right to contest the charges. And if after our investigation no errors are present, bill will be fully due. We do not round cents: we use two-digits accounting. We do not give credit allowances or refunds for Prepaid Service. Rates, fees and charges may vary from country to country. You are responsible for the use of our Services at all times, even by unauthorized persons. In particular, they must pay the charges incurred for the use of our Service. Balance refund are not possible, the remaining balance can be used until depletion within one hundred eight (180) days from the last call. After this period the account and the balance will be lost and cannot be recovered. When you subscribe to our Service, you must give us a valid email address, billing address and a payment method that we accept. We reserve the right to stop accepting your payment method or your payments. You must advise us at once if; your payment method expires; your billing address changes; your email address changes; your payment method is cancelled and replaced because of loss or theft. For usage-based charges, we will bill in advance your payment method for all charges for each service term. An email will notify you of charges your Account is incurring. You can see all your billing reports on the Websites. Recurring services are billed one (1) week before the start of the next billing cycle. Subscriptions are automatically renewed until you decide to cancel them. If we attempt to charge your payment method and our payment provider declines it, you will be notified by email in order to provide a valid payment method in a timely fashion. If you fail to do so in the given time, the services for which the payments are dependent will be discontinued; all issues that may arise from this situation are solely at your responsibility. If we disconnect your service, you will remain liable to us for all charges under this Agreement and all the costs we incur to collect these charges, including, without limitation, collection costs and attorney's fees. You may not resell or transfer your service or your CPE, or provide a telephone service to anyone else by using our Service or features without first getting us written consent. You may not use or obtain our Service in any manner that avoids our policies and procedures, including an illegal or improper manner. If your CPE is stolen or if you believe that your service is being stolen, fraudulently used, or otherwise being used in an unauthorized manner, you will notify us immediately. When you notify us of one of these events, you must provide your Account number and a detailed description of the circumstances of the theft, fraudulent use, or unauthorized use of our Service. If you fail to notify us in a timely manner, we may disconnect your service and levy additional charges on you. Until you notify us, you will be liable for all use of our Service using a CPE stolen from you.
You are entitled to terminate this Agreement at any time by informing us. If you do not use our Service to make at least one chargeable event for a period of one hundred and eighty (180) days, this Agreement will be deemed to be terminated by you, and our Service will be disconnected. Upon termination, your right to use the Websites terminates. We are entitled to terminate this Agreement for Services subject to notice for due cause, or immediately where you are in breach of your obligations under this Agreement such as, but not limited to: where you are suspected of involvement in fraud. If your Account has a positive balance, you will be entitled to spend the remaining balance for a one hundred and eighty (180) day period after the last call.
Restriction of Use
You must not resell or attempt to resell our Service (or any part of it) to any third party or attempt to exploit our Service for any commercial purposes. Neither you nor anyone else authorized by you may use our Service: fraudulently or in connection with a criminal offense; in an unlawful manner, in contravention of any applicable legislation or license; in a way that does not comply with any instructions that we have given to you; or attempt to use our Service for tampering, hacking, modifying or otherwise corrupting the security or functionality of our Service, and you must make sure that this does not happen. You agree not to post or transfer to the Websites (nor include in any message) any material which is obscene, misleading, inaccurate, defamatory, illegal, in breach of any copyright or other intellectual property right, or damaging to data, software or the performance of our or any other parties' computer system. You agree to indemnify us in respect of any liabilities, losses, expenses, or other costs whatsoever incurred as a result of a breach of your obligation under this condition, including, but not limited to, any claims made against us by any third party.
Infringement or Breach of the Agreement
We can suspend our Service or terminate this Agreement (or both) immediately if: you breach this Agreement; you infringe a Restriction of Use. We believe that our Service is being used in a way forbidden by this Agreement or any law or regulation; even if you do not know that our Service is being used in such a way; we determine that your Account has been inactive for one hundred and eighty (180) days; one or more than one payment resulting from your order cannot be collected successfully by us; payments collected successfully by us from your order are subsequently disputed by you or the payment processor; we receive an advice from your card issuer that the card is no longer valid; we may seek to recover any outstanding payments or payments that have failed collection for which you will remain liable. If we suspend our Service, it will not be restored until you satisfy us that our Service will only be used in accordance with this Agreement. If our Service is suspended because of a breach of this Agreement by you, this Agreement will still continue.
You are responsible for the security and proper use of all passwords and your user name relating to our Service and must take all necessary steps to ensure that all passwords are kept confidential, secure and are used properly. You agree not to divulge your password to any other person, and you agree not to use another person's user name or password. However, you may authorize additional users of your Account subject to them agreeing to be bound by the terms and conditions of this Agreement. If you give your password to another person, either in accordance with this provision or otherwise, you will be deemed to have authorized them to use that password for any and all purposes. You agree that we shall have no liability to you or any other person for any losses or damages that you or anyone else may incur if you disclose your password to any other person, including losses arising out of the re-disclosure of this information by the recipient to another person. You will be able to change your password. If you forget your password, got to the forgot password page. If we have reason to believe that there is likely to be, or has been, a breach of security or misuse of our Service we may: require change of your password; and/or suspend user names and password access to our Service, and notify you accordingly. You must inform us immediately if you believe that any password has become known to any other person or if any password is being or is likely to be used in an unauthorized way. You agree to update us immediately with any changes to the information you give to us during the Registration Process including any changes to your Account details.
Refer to our Privacy statement.
Where events, circumstances or activities outside of our reasonable control result in any delay, interruption or failure to provide our Services to you, we are not be liable to you. This includes but is not limited to: Network failure, failure of third party networks, services suspension dictated by our Network supplier in order to carry our repairs, maintenance or updating, or where we are required by lawful authority to interrupt our Service and where required by law or in order to protect you against any possible harm.
We reserve the right, at any time and from time to time, to update, revise, supplement, and otherwise modify these Terms of Service and to impose new or additional rules, policies, terms, or conditions on your use of our Service. Such updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions will be effective immediately and incorporated into the Terms of Service. Notwithstanding the preceding two sentences, in the event any such Additional Terms materially alter your rights hereunder, we will attempt to notify you such as through a message sent to the email address you provided upon registration or a popup window when you log in to the Websites, such modified Terms will be effective upon the earlier of your use of our Service with actual knowledge of the changes or seven (7) days after the changes are posted to the Websites, and no modifications to these Terms will apply to any dispute between you and us that arose prior to the date of such modification. Your continued use of our Service following the posting of the Additional Terms will be deemed to constitute your acceptance of any and all such Additional Terms. All Additional Terms are hereby incorporated into this Agreement by this reference.
Exclusions and Liability
Our Services and/or CPEs are offered on an “as is” basis, and we make no express or implied warranties with respect to our Services and/or CPEs whatsoever (including without limitation regarding their satisfactory quality, fitness for a particular purpose, suitability, reliability, timeliness, accuracy, completeness, security or that they are free from error) unless specifically set out in the Agreement. You also recognize that our Service may, from time to time, be adversely affected by events outside our control, including without limitation congestion, network coverage, dropped connections, the performance of wireless enabled CPEs and the maintenance of a secure network connection. If our supply of our Services and/or CPEs is prevented or delayed by any act or omission caused by you or any third party, we shall not be liable for any costs, charges or losses sustained or incurred by you arising directly or indirectly from any such prevention or delay. In any event our liability to you under this Agreement shall not exceed EUR100 (one hundred) in all circumstances. Nothing in these terms shall act to exclude or limit our liability for death or personal injury, fraud or any other liability which may not by applicable law be excluded or limited. Nothing in these terms affects the statutory rights of you as a consumer. We are not liable for any loss of use, profits or data or any indirect, special or consequential damages or losses, whether such losses or damages arise in Agreement, negligence or tort, including without limitation to any losses in relation to: the deletion, with or without notice or cause, of any of your data or information stored on our Services and/or CPEs; your use of, reliance upon or inability to use our Services and/or CPEs; any loss of your data or material resulting from delays, non-deliveries, missed deliveries, service interruptions or failure, suspension or withdrawal of all or part of our Services and/or CPEs at any time; or the removal from our Services and/or CPEs of any material sent or posted by you on or via our Services and/or the blocking or suspension of your access to our Services or any part thereof in accordance with the Agreement.
If you are not fully satisfied with any part of our Services and/or CPEs, or this Agreement after it is amended, your sole and exclusive remedy is to discontinue using our Services, or where you have paid us for any element of our Services and/or CPEs, to seek a pro-rata refund as outlined in the Agreement for the cost of that element which has caused dissatisfaction. You are not entitled to a refund where we have suspended or terminated your access to our Services and/or CPEs as a result of breach of the Agreement by you.
Disclaimer of Liability for Damages
This Agreement is governed by Swiss law, as well as the relationship between you and us. Our total liability under this Agreement will not exceed the service charges for the affected period. You shall defend, indemnify, and hold harmless us and our employees and management as well as any affiliated parties, as well as any other service provider who furnishes services to you for cytalk.com, from any and all claims, losses, damages, fines, penalties, costs, and expenses (including, without limitation, attorney’s fees) by, or on behalf of, you or any third party or user of our service, relating to our services or CPEs. You are liable for all liability that may arise from the content you transmit to any person, whether or not you authorized it, using your service or CPEs. You promise that you, and anyone who uses your service, will provide content that comply at all times with all laws, regulations, written and electronic instructions for using our Service and the CPEs. Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of the right or provision. We reserve all of our rights at law and equity to proceed against anyone who uses our services or CPEs illegally or improperly. All our determinations under these Terms of Service are made in our sole and absolute discretion. The provisions of this Agreement by their sense and context are intended to survive the termination or expiration of this Agreement. If you are not a party to this Agreement, you do not have any remedy, claim liability, reimbursement, or cause of action. This Agreement does not create any other third party beneficiary rights.
Intellectual Property Rights
Any and all our names, trademarks, copyright, brands and logos belong or are licensed to us as Intellectual Property (“IP”) and shall remain with us at all times, along with any related title and goodwill attached to them. You may not copy our names, trademark, pictures, brands and logos, or copy any of our manuals or documentation. We grant you as a user a revocable, non-transferable and non-exclusive right to use the IP related to Services and/or CPEs provided by us strictly for the proper use of our Services and/or CPEs, in accordance with, and for the duration of, the Agreement. We or our licensor fully retain the rights to all corresponding IP rights. If you infringe the IP rights of third parties and we are held liable, you shall hold harmless and indemnify us in full against any such claims.
This Agreement, including any future modifications to its terms and the rates for services found on our web site, constitutes the entire Agreement between you and us. This Agreement governs your use of our Services and the use of our Services by anyone who has access to our Services and/or CPEs. This Agreement supersedes any prior agreements between you and us. It also supersedes all prior or contemporaneous statements, understandings, writings, and commitments.
If any part of these Terms of Service is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
This Agreement shall be governed by and construed and interpreted in accordance with the Laws of Switzerland and the parties hereto agree to submit to the exclusive jurisdiction of the Swiss Courts in Geneva.