Terms of Service of YodelTalk GmbH, FN 460098s, Babenbergerstrasse 9/12, 1010 Vienna, Austria
We (YodelTalk GmbH and its affiliates YodelTalk Limited and YodelTalk, Inc.; together, Us or Yodel) run a business phone system called Yodel.io and would love for you (a natural person or entity, together with e.g. your partners, employees, consultants, contractors, or other end users of you using Our services, You; each user of You using an account or any of Our phone numbers, a User) to use it in the course of Your business activities (You and Us/Yodel, each, a Party, and together, the Parties).
Please note that inbound and outbound communications between emergency service numbers (e.g. 911 in the US and 112 in Europe) and Users are explicitly not permitted on Yodel telephone numbers.
Please also note that Yodel is not a “dial-tone” provider and is not a replacement for any phone lines, whether wired, wireless or Internet based. Our Services allow You to place outgoing and receive inbound calls but selected numbers and services may not be reachable through the Services and Yodel does not guarantee that all numbers available worldwide can be called from Our Service.
1.1. Yodel runs a business phone system called Yodel.io, which is designated to provide You as its customer with a phone system integrated in Your business chat solution. Such a phone system contains a certain amount of accounts, phone numbers, and concurrent calls per phone number (Services).
1.5. Yodel provides to you such amount of accounts (Accounts), amount of phone numbers (Phone Numbers), amount of concurrent calls per phone number, and amount of hours of calls as set out in the respective agreement (Agreement) with You (License). Subject to the Agreement, Yodel can grant or decrease the number of accounts, phone numbers, concurrent calls, and hours of calls, per phone number.
1.6. The License is a highly personal, non-transferable, non-exclusive and revocable right limited in time, geography and subject matter, only to use Services to the extent of Clause 1.5 with no right to sublicense it or parts thereof.
1.7. Yodel reserves the right to amend these Terms of Service anytime unilaterally. The latest version is available at the Platform under https://www.yodel.io/terms-of-service.html By continuing to use the Platform, You declare to agree with amendments and the Terms of Service in their latest version. If You do not accept all amendment of the Terms of Services, We are entitled to exclude You from access and use of the Services.
1.8. Yodel is using amongst others the cloud communications platform Twilio. Therefore, by entering into the Agreement, You also agree to the Twilio Terms of Service as amended from time to time under https://www.twilio.com/legal/tos
2. Conclusion of the Agreement, Term
2.1. The Agreement is entered into when You sign up on the Platform by creating the account (Account) and signing up to a certain package of Services offered by Us (Plan), or by entering into an individual agreement with Us. Except where provided otherwise in the Agreement, its duration shall be for an unlimited period (Term).
2.2. Depending on the plan You choose, the first 7 days of the Term may include a free trial (Trial Period).
2.3. Please note that You can enter into an Agreement with Us only for telephone numbers in these countries: https://help.yodel.io/support/solutions/articles/36000073197-country-list-for-phone-numbers. We reserve the right to modify this list on a daily basis.
3. Fees and Payment
3.1. No fees are applicable during the Trial Period if You do not acquire any prepaid services, and unless you upgrade to Services which require payment.
3.2. Depending on the subscription period under the Plan You chose (Subscription Period), We will invoice the first monthly or annual fee immediately after entering into the Agreement (in case of a Plan containing a Free Trial: immediately after the Free Trial), and then on a monthly or annual base depending on the Subscription Period. Such monthly or annual fees are due and payable, and will be invoiced and collected at the beginning of each subsequent Subscription Period.
3.3. The billing units for phone calls are full minutes. The fees for outbound calls that exceed the amount of minutes under the Agreement are here: https://static.yodel.io/documents/pricing_outgoing.xls; Yodel remains the right to update the prices on a daily basis. In particular, Yodel may change the rates of outgoing and inbound toll-free calls at any time without notice.
3.4. If You intend to acquire additional Licenses (e.g. additional Accounts, phone numbers, concurrent calls, or outbound call hours), the pricing model set out here shall apply. If You acquire Licenses (or parts thereof) during a Subscription Period, or if You upgrade to another Plan, such additional Licenses or upgrade is invoiced proportionally. By selecting a paid Service, You agree to pay to Yodel such monthly or annual fees indicated for such Service.
3.5. Toll-free and calling balances can neither be exchanged for cash value, refunded at any time after such credits are purchased by You, or transferred to third parties, including after the termination of the Agreement or closure of Your Account(s) unless specified otherwise explicitly in the Agreement.
3.6. Please note that if You use the Services from a device using mobile data connection (e.g. 3G, 4G, or LTE), inbound and outbound calls will use a part of the data allowance of Your personal data plan. If You use a mobile data connection outside of Your home country, Your operator may charge roaming fees.
3.7. If You want to reduce the amount of Licenses (or parts thereof, including downgrading to another Plan), You can do so at the end of each Subscription Period.
3.8. We have the right, in case of rising wage, material, or other costs and taxes, or changing commercial, financial or economic situation, to increase the fees (except the fees according to Clause 3.3 which may be updated on a daily basis). You agree in advance on increases of the fees in case that they amount to not more than 10% per year.
3.9. All prices and fees exclude VAT and additional applicable taxes, fees and charges, as the case may be.
3.10. Offsetting of Your claims against any of Our claims by whichever means shall be forbidden. You shall not be entitled to retain payments.
3.11. You acknowledge and understand that number porting depends on the cooperation of third parties and costs they may charge outside of Our control. If You want to port one of Our Phone Numbers to a third party, Yodel will not charge You anything for this service.
4. Default of Payment
4.1. You shall bear all damages of Yodel that may result from the insufficient coverage of an account balance or credit card. In case Your credit card is not covered, or if You do not make any payment under the Agreement, Yodel will request such payment by sending a reminder, and may charge late fees for doing so. If You do not pay the amount as reminded by Us within two weeks after the respective amount should have been paid, Yodel will automatically cancel Your Account(s).
4.2. In any case, in case of a delay, You shall bear all necessary costs associated with recovery actions and efforts and other costs which arise in conjunction with due process. You shall bear the costs which arise for Yodel from commissioning a debt-collection agency. As expenses for a possible debt collection of Yodel, You shall pay a standard amount of USD 40 irrespective of actual damage and fault. Any exceeding claim for damage caused by delay is thereby not excluded.
5. Modification of Services
5.1. Yodel reserves the right to fully or partly modify, remove, extend or improve the Services in its sole discretion without prior notice or Your prior approval. We may also change technical features in order to keep pace with the latest demands and technological developments or to comply with any applicable laws. We will endeavor to avoid substantial impairments for the use of the Services, but cannot guarantee that there will not be temporary interruptions or interferences due to such changes, repair works, improvements, and/or upgrades of Services, or if We add, remove, or modify features or functions, or provide fixes, updates and upgrades to the Services. This may require Us to restrict, limit, suspend, interfere and/or interrupt the Services at any time in Our sole discretion.
5.2. You understand and agree that Yodel may from time to time need to change the Phone Number(s) assigned to You (due to an area code split or for any other reason). Yodel shall not be liable for any damages (including consequential, special, or other damages) to You in the event that Yodel needs to assign You a new phone number.
5.3. In particular, there is no obligation of Yodel to modify or improve the Services. Yodel is not obliged to maintain the Services.
5.4. Yodel also reserves the right to fully or partly cease the Services. You shall have no claims for damages, lost profit or any other costs or expenses due to any action according to this Clause 5.
6. Use Policy
6.1. Fair Use: Yodel is committed to providing first-class customer service and value to users of Our Services. In order to provide the best pricing, support and Services available to all of Our Users, Some of Yodel's Services are offered on an "unlimited" basis to which this fair use policy shall apply with particular scrutiny. All “unlimited” Services may only be used for normal business use. We retain the right to impose limits on Your usage of the Services or to terminate the Services if we reasonably believe that Your usage, including, but not limited to, the total number of calls You make, or minutes you use is not consistent with normal, fair and reasonable use of such Services.
Wherever reasonably possible, We will give You written notice before taking any such action, and allow a reasonable period to allow you to modify your use.
6.2. No Communication with Emergency Service Providers: Inbound and outbound communications between emergency service providers (e.g. 911 in the US and 112 in Europe) and You are explicitly not permitted on Phone Numbers.
6.3. No Critical Health Services: You are not entitled to use the Services in environments requiring fail-safe performance or in which the failure in which the failure of the Services could lead directly to death, personal injury, or severe physical or environmental damage.
6.4. Illegal or Inappropriate Behavior: You shall not use the Services for any illegal, fraudulent, improper, or abusive purpose or in any way that interferes with Yodel's ability to provide high quality Services to other customers, prevents or restricts other customers from using the Services, or damages Yodel's or other customers' property. If Yodel finds that You are using the Services for anything other than the permitted uses in these Terms of Service or for any of the prohibited uses in these Terms of Service, Yodel may at its sole discretion terminate Your Service and charge You any applicable fees for the Services used plus damages caused by Your improper use. Prohibited uses include, but are not limited to: (1) behavior that is illegal, obscene, threatening, harassing, defamatory, libelous, deceptive, fraudulent, malicious, infringing, tortious, or invasive of another's privacy; (2) sending unsolicited messages or advertisements, including email, voicemail, SMS, or faxes (commercial or otherwise) ("spamming" or “blasting”, e.g., sending fifteen (15) or more bulk and/or junk voicemail simultaneously), or otherwise sending bulk and/or junk email, voice mail, SMS, or faxes; (3) harvesting or otherwise collecting information about others, including email addresses, without their consent; (4) negligently, recklessly, knowingly, or intentionally transmitting any material that contains viruses, time bombs, trojan horses, worms, malware, spyware, or any other programs that may be harmful or dangerous; (5) creating a false Caller ID identity ("ID spoofing") or forged email/SMS address or header, or otherwise attempting to mislead others as to the identity of the sender or the origin of any communication made using the Services; (6) using any intellectual property rights protected by applicable laws and contained in or accessible through the Services for the purpose of building a competitive product or service or copying its features or user interface; (7) using the Services, or permit it to be used, for purposes of product benchmarking or other comparative analysis intended for publication without Yodel’s prior written consent; (8) violating any U.S., European Union, or foreign law regarding the transmission of technical data or software exported through the Services; (9) utilizing the Services in excess of what, in Yodel's sole discretion, would be expected of normal business use; and (10) using the Services in any way that interferes with other customers' and third parties' use and enjoyment of the Services or use the Services in any manner which disrupts, prevents or restricts any other customer from using the Services.
6.5. Obedience to Laws: Your use of the Services is subject to all applicable local, state, national, and international laws and regulations (including without limitation those governing account collection, export control, consumer protection, unfair competition, anti-discrimination, securities laws, and false advertising). .
Certain Services provide a function that allows You to record individual telephone conversations. The laws regarding the notice, notification, and consent requirements for recording conversations vary from state to state. In some jurisdictions, You are required to obtain consent from all parties to a record a conversation. You are solely responsible for complying with all federal, state, and local laws in any relevant jurisdiction when using such Service. Yodel expressly disclaims all liability with respect to Your recording of telephone conversations. You hereby agree to indemnifiy Us and hold Us harmless, as well as fully, finally, and forever release and discharge Us of any kind of liability related to Your recording of any telephone conversations using the Services.
6.6. Trunking: Trunking or forwarding Your Phone Number(s) to (an)other phone number(s) capable of handling multiple simultaneous calls, or to a private branch exchange (PBX) or a key system is not permitted.
6.7. Bulk Call-In Lines, Call Centers, Auto-Dialing: The operation of bulk call-in lines and call centers are not permitted with Our Phone Numbers. Therefore, in particular, but not limited to the following, is not permitted with Our Phone Numbers: customer support or sales call centers, "hotlines", premium-rate numbers, sports-line numbers, etc. Furthermore, the operation of Auto-dialing or "predictive" dialing is not permitted with Our Phone Numbers, i.e., non-manual dialing or using a software program or other means to continuously dial or place outbound calls).
6.8. Yodel reserves the right to add to, modify or amend the use policy under this Clause 6 at any time for any reason at its sole discretion.
7. Your Obligations
7.1. You are responsible for ensuring the privacy of Your access data to Your Accounts and Phone Numbers, and are liable for all activities in connection with such Accounts and Phone Numbers. You are obliged to (a) inform Yodel immediately of any use of any of Your Accounts or Phone Numbers which has not been approved, and of any other security breach and (b) log out from Your Account at the end of each session. If any unauthorized use of any Account or Phone Number by a third person occurs, You shall inform Yodel immediately. Yodel does not assume any liability for any losses, damages or other liability claims which result from a breach of the obligations in this Clause 7.1, an unauthorized access to any Account or Phone Number, or an unauthorized use of any Account or Phone Number of You.
7.2. You shall not directly or indirectly:
i. use (including make any copies of) the Services beyond the scope of the License or beyond otherwise permitted by mandatory applicable law;
ii. provide any third party with access to or use of any Account or Phone Number; and
iii. use the Services in violation of any law, regulation or rule.
8. Exclusion of Warranty and Liability
8.1. You understand and expressly agree that You use the Services at Your own risk, and that Yodel grants no warranty whatsoever for the Services as Yodel provides them as they exist. In no event will Yodel, or its suppliers or licensors, be liable with respect to any subject matter of the Agreement under any contract, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages, (ii) the cost of procurement for substitute products or services, (iii) for interruption of use or loss or corruption of data or systems of You or Yodel which result from using the Services; (iv) for any amounts that exceed the fees paid by You to Yodel under the Agreement during the twelve month period prior to the cause of action, if such damage was caused intentionally or as a result of gross negligence. Yodel shall have no liability for any failure or delay due to matters beyond Yodel’s reasonable control. The foregoing shall not apply to the extent prohibited by applicable law. Liability for loss of profit shall be excluded.
8.2. In particular, You are solely responsible for losing or deleting any Phone Number if You lose or delete such Phone Number (including ported Phone Numbers). In the unexpected case of the loss or deletion of a phone number, whether by higher force, You, or Us (whether by technical failure by Us, one of Our service providers or otherwise), We will use reasonable efforts to try and facilitate the recovery of such Phone Number for up to 4 weeks from the date of loss upon Your request, but ultimately cannot promise the continued existence of any phone number and thus disclaim any liability resulting from any loss or deletion of Phone Numbers. Clause 8.1 shall also be applicable for lost or deleted Phone Numbers.
8.3. We hereby expressly disclaim any and all warranty, explicit or implied, including, but without limitation to (a) business success; (b) suitability of the Services for specific purposes; (c) infringements of intellectual property; (d) Services which are without faults or interruptions, punctual, safe or free from errors, (e) compatibility with hardware, software, mobile applications, or systems of third parties; or (f) correction of any flaw or error in the software, which is provided as part of the Services.
8.4. In particular We do not warrant that the Services are free from faults and interruptions. Yodel is not liable for any direct or indirect damages resulting hereof for You or for a third party.
8.5. Because the Service relies on Your third-party internet service provider and local network setup for You and Your Users, any limitations, incorrect settings, incorrect configuration or bandwidth constraints in those services will also limit the manner in which You can use the Services.
8.6. § 924 Austrian Civil Code (Allgemeines Bürgerliches Gesetzbuch – ABGB) shall not apply. The burden of proof concerning the presence of the defect at time of delivery lies with You. Should Yodel be liable under mandatory law, You shall have a duty to prove Yodel’s fault, if any, or the fault of a person attributable to Yodel, if any. The Parties agree that § 1298 ABGB is excluded.
8.7. The assignment of warranty claims by You shall be excluded.
8.8. Claims for damages must be legally asserted within six months after knowledge about the damage and the damaging party.
8.9. Limitations of liability shall also apply to pre-contractual obligation.
8.10. You waive Your right to appeal and modify the Agreement on the grounds of error as well as laesio enormis.
9. Representations, Warranties, Covenants and Indemnification
9.1. You represent, warrant, and covenant that (i) You are an entrepreneur (Unternehmer) according to the Consumer Protection Act (Konsumentenschutzgesetz); (ii) Your use of the Services shall be in strict accordance with the Agreement, and with all applicable laws and regulations, in particular, but not limited to, with regard to those under Clause 6.5, and (iii) Your use of the Services will not infringe or misappropriate the intellectual property rights of any third party.
9.2. You represent, warrant, and covenant that You have made and will maintain at all times wireless or traditional wireline telephone service that will enable You to call 911 in the US/112 in Europe and any other applicable emergency service number. You represent, warrant, and covenant that You will not use the Services in environments requiring fail-safe performance or in which the failure of the Services could lead directly to death, personal injury, or severe physical or environmental damage.
9.3. You represent, warrant, and covenant that You have, and during the Term, continue to have, properly configured and working internet service and/or Public Switched Telephone Network ("PSTN") service (i.e., mobile and/or landline phone service) and hereby agree, at Your sole expense: to (1) obtain access to Your own internet and/or PSTN service with a third party provider other than Yodel; (2) be responsible for payment of internet and/or PSTN connection or service fees and all equipment necessary to establish a connection to such internet and/or PSTN service, as may be required to use Services; (3) supply and pay third-party providers for all additional phone service and features required for Your use of the Services; and (4) pay Yodel for the Services.
9.4. You agree to indemnify and hold harmless Yodel, Our contractors, and licensors, and their respective directors, officers, employees, and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of Your use of the Services, including but not limited to Your violation of the Agreement.
9.5. For the avoidance of doubt, the Parties agree that You are liable for all actions of any User.
10.1. Unless you notify Yodel before the end of the applicable subscription period via Yodel support that you want to cancel a certain paid service or the entire Agreement, your paid service subscription will automatically renew and you authorize Us to collect the then-applicable annual or monthly subscription fee for such paid service (as well as any taxes) via our payment services provider.
10.2. Yodel may terminate Your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately.
10.3. Yodel also may decide in its sole discretion to at any time to cease operation of parts or all of the Services.
10.4. Except where otherwise provided in these Terms of Service, in case Yodel terminates the Agreement without cause, Yodel shall reimburse monthly or annual fees, as the case may be, if such calendar month/year has not commenced when the Agreement expires. In such a case, Yodel shall reimburse such monthly/annual fees within two months after the termination of the Agreement. If and when Yodel offers a special deal or other discount on a Plan, Yodel shall reimburse You the excess accordingly if your payment under that special or discounted deal exceeds the monthly/annual fees under the original Plan.
In case of termination of the Agreement under this Clause 10.4, Yodel shall also reimburse you the toll-free and calling balance You had acquired during the Term, if such balance exceeds USD 100. You do not have any claims for damages, costs of alternative services, loss of profit, or other costs and expenses in connection with this Clause 10.4.
11. Intellectual Property
11.1. Yodel is and remains sole owner and beneficiary of its patents, trademarks, designs, copyrights and other intellectual property. All logos, trademarks and designs are registered or used trademarks of Yodel.
11.2. The offer of access and use of the Services and granting the License does not grant You any explicit or implied right or license for the use of trademarks, logos, or designs. Any use of such rights requires Our explicit prior written consent.
11.3. All content of the Services and of the underlying software, including without any limitation to the source and object code is the sole intellectual property of Yodel and is copyright protected.
11.4. In regard of the Services and the underlying software or the Platform, You shall not
i. modify, reproduce or copy the License, the Services or the Platform in any way;
ii. reverse engineer, disassemble, decompile, decode or seek out the source code, the structure, sequence or organization of the Services or the Platform,
iii. rent, lease, resell, or distribute the Services;
iv. develop or recreate similar Services, and
v. undertake any activity, which affects or interrupts the Services.
12. Data Processing, Privacy
13. Governing Law, Forum
13.1. Any disputes arising out of or in context of a relationship governed by the Agreement shall be governed by Austrian Law except for (i) the United Nations Convention on Contracts for the International Sale of Goods and (ii) any rules of international private law that would give rise to the application of the laws of a jurisdiction other than Austria.
13.2. Any disputes relating to the Agreement shall be subject to the exclusive jurisdiction of the commercial court (Handelsgericht) in Vienna.
14.1. All provisions of the Agreement which, by their nature, should remain in force after the termination of the Agreement, shall remain in force, especially the limitation of liabilities, indemnifications and compensation obligations, exclusion of warranties and safeguard arrangements for intellectual property and licenses.
14.2. The purpose of section titles in the Agreement is solely to provide structure and clarity and shall have no legal effect.
14.3. The invalidity of one or more, or parts, of terms or provisions of the Agreement shall not affect the validity of any other term or provision of the Agreement. The Parties agree to reach a binding agreement to replace the invalid provision by a valid term as closely as possible to the purpose of the invalid provision.