Terms of service

Article 1. Definitions

1. Tilaa: Tilaa V.O.F., established in Amsterdam, The Netherlands and registered at the Chamber Of Commerce under number 27341514.
2. Customer: The natural or legal person who entered an Agreement with Tilaa.
3. Terms Of Service: This document which is part of the Agreement.
4. Complementary Terms Of Service: The terms of service which are in effect for a complementary service. The Complementary Terms Of Service are part of the Agreement.
5. Service: A service to be delivered by Tilaa, possibly for consideration
6. Complementary Service: A service purchased by the Customer supplementary to the Service. The Complementary Service is part of the Agreement. In some cased Complementary Terms Of Service are in effect for the Complementary Service.
7. System: Computer equipment and related equipment which is used to provide the Service.
8. Agreement: The Agreement between Tilaa and the Customer which allows the Customer to use the Service or Complementary Service.

Article 2. Applicability

1. The Terms Of Service apply to all services that Tilaa offers. The Customer's (purchase) contract will not be applicable
2. Tilaa has the right to change the Terms Of Service, Complementary Terms Of Service, prices and/or specifications of the Service. These changes also apply to existing Terms Of Service. Tilaa will consider the reasonably interests of the Customer. The changes will be announced by Tilaa, in writing or electronically, at least fourteen (14) days in advance. When announced electronically, the messages will be send to the email address which is supplied by the Customer. The Customer is responsible for reading the messages send to its email address frequently.
3. When a condition from the Terms Of Service is either fully or partially contrary to a lawful condition or void, the rest of the Terms Of Service will remain in effect without prejudice. In that case a condition will replace it which approaches the intention of the original condition as close as possible.
4. In case of infringement between the Terms Of Service and the Complementary Terms Of Service, the Complementary Terms Of Service will prevail.
5. All conditions in the Terms Of Service also apply to the Complementary Terms Of Service
6. The Customer is responsible for informing Tilaa about any changes to its name, address, habitual residence, bank account, credit card details or any other changes which may be significant for the delivery of the service in a timely fashion.
7. The Dutch version of the Terms Of Service will prevail over any translation.

Article 3. Realization of the Agreement

1. The Agreement is realized by:
   1. An electronic subscription to a Service or Complementary Service via for example Tilaa's website.
   2. Written acceptance of an agreement
   An agreement as described in sub 1 is realized when the Customer receives the acknowledgment from Tilaa. An agreement as described in sub 2 is realized when it is signed by the Customer.
2. Tilaa reserves the right to deny request for a Service and/or to resolve the Agreement at once based on reasonable grounds. Especially when a reasonable supposition exists that the Customer will not be able to fully or partially follow the Agreement. For example when Tilaa has doubts about, or information on the credibility of the Customer with regards to Tilaa or third parties. Tilaa retains the right to be informed about this by third parties.
3. The Agreement which is requested as written in Article 3.1 sub 1 can, unless agreed differently, be canceled by The Customer without extra costs within seven (7) business days after realization of The Agreement. The right to cancel The Agreement expires when the execution of the agreement has started with The Customers approval before the end of the seven (7) business days. The right of cancellation does not apply to The Agreement as requested described in Article 3.1 sub 2.

Article 4. Pricing and payments

1. Tilaa retains the right to change the pricing once in a while with an announcement term of at least one (1) calendar month. The actual prices can be viewed on Tilaa's website.
2. The Customer owes the following fees for the Service:
   1. Sole charges for installation if applicable;
   2. A fixed price per month for the subscription;
   3. Any variable costs based on usage;
3. To determine the amount of the indebted fees the administration of Tilaa is evidence, unless The Customer delivers evidence of the contrary.
4. The indebted fees will be charged by Tilaa on a monthly basis by payment in advance, starting from the moment The Agreement is realized as mentioned in Article 3.1. This is done with an invoice, which can be viewed by the Customer on the Tilaa website, on a page which is only accessible by The Customer. When The Agreement is realized fees will be charged for the current month as well as the next month. Invoices will not be send by postal service.
5. Unless agreed otherwise, the first payment takes place with an Ideal transaction, a credit card transaction or a collection from the bank account of which the details are delivered by The Customer and as authorized by The Customer.
6. The Customer is responsible for having a sufficient balance needed for the credit card payment or collection. The Customer is in negligent omission from the start of the payment term. Tilaa will send a letter of reminder after the end of this term and allows The Customer to pay within ten (10) days after receiving this letter of reminder. When Tilaa still has not received payment after this reminder has expired, Tilaa has the right to charge legal interest and collection fees starting from the expiration date. Tilaa also has the right to charge legal administration fees of the amount of four euros and fifty cents (€ 4,50) for every failed attempt to collect.
7. When usage of The Service or Complementary Services leads to an invoice amount which is above average, Tilaa has the right to send The Customer a provisional invoice.
8. Tilaa may require an advance payment or a payment guarantee from The Customer and has the right to cancel the delivery of the Service, when Tilaa determines that The Customer has made an unusually height amount of costs, when Tilaa determines that it might be possible that The Customer will not be able to follow its payment commitment, or when Tilaa determines that The Customer does not have a fixed habitual residence.
9. Complaints about the height of the charged or collected fees will have to be made known by The Customer as soon as possible, but at the latest within thirty (30) days after the date on the invoice, by e-mail to Tilaa. After expiration of this term The Customer is automatically in agreement with the amount of the fees as mentioned on the invoice.
10. Any legal or extrajudicial collection costs will be chargeable to The Customer. The fees for any extrajudicial collection costs will be fixated at fifteen percent (15%) of the indebted charges, with a minimum of one hundred euros (€ 100,-). Tilaa always has the right to charge the actual amount of collection costs to The Customer.
11. Unless agreed otherwise all prices are expressed in euros, excluding VAT and excluding all charges resulting from legal requirements.
12. When access to the Service is blocked based on Article 5.3 or 8.8, Tilaa has the right to charge any related fees, as well as any fees related to possible unblocking of the Service.

Article 5. Delivery and usage of The Service

1. The Customer is required to follow reasonable instructions from Tilaa regarding the usage of The Service.
2. The Customer is not permitted to use the provisions supplied by Tilaa to (try to) gain unauthorized access to third-party networks or computer systems, to use obtained information unlawfully and/or to damage software. The Customer is also not permitted to use the provisions provided by Tilaa contrary to the law, public morality, the regulations of the Dutch "Reclame Code Commissie", The Agreement and/or the Netiquette (the worldwide customary rules of behavior for internet usage). This usage included among other things, but not exclusively:
   1. Spam: sending unsolicited post by email or fax whether or not in large quantities.
   2. Infringement of copyright protection or to act contrary to the intellectual property rights of third parties.
   3. To publish or spread child pornography.
   4. To deliberately spread computer virusses.
   5. Hacking: to deliberately break into a (part of) computer system against the will of the owner.
   6. To sell illegal goods or services of which the selling is unlawful in the country of origin or the offering country.
   7. To sell non-existing products or services or to sell products or services which cannot be delivered by The Customer on purpose.
3. When Tilaa determines that there is talk of matters like mentioned in Article 5.2, Tilaa has the right to remove the information placed by The Customer or to block access to Service temporarily or permanently and to redress the fees as mentioned in Article 4.13 to The Customer.
4. The Customer is responsible for the usage of the equipment and software of the Service or Complementary Service delivered by Tilaa as well as the appropriate checks and security procedures and maintenance.
5. Termination of the Services or Complementary Service which are delivered by Tilaa based on Article 5.2 and Article 8.8 takes place without prejudice to the debt receivable for unpaid invoices incremented with the incurring costs and without restitution of already paid fees.

Article 6. Security and availability

1. Tilaa has the right to move, shutdown or remove equipment when forced by unforeseen circumstances.
2. Tilaa has the right to disable (part of) its systems and networks for maintenance, adjustments or improvements.
3. Tilaa aims to make the Service available 24 hours a day, 7 days a week and strives for quality and availability which is as high as possible. However, Tilaa can not guarantee the functionality and availability of the Service without restrictions or interruptions.
4. In case of a shortcoming in the following of The Agreement which is not imputable to Tilaa, Tilaa's liabilities will be postponed. Non-imputable shortcomings are among other things: incidents caused by configuration errors of Services or Complementary Services maintenance of The Service of the maintenance is the responsibility of The Customer, other incidents in telecommunication networks, failure of electricity and other circumstances which are outside of Tilaa's influence or are not reasonably foreseeable for Tilaa.
5. The Customer is not permitted to transfer usernames and passwords supplied by Tilaa to third parties.
6. IP Addresses which are in loan remain the property of Tilaa at all times. The Customer only gets the right of use, which is not transferable. The Customer can not lay claim on IP addresses.
7. When the functionality of the computer systems or the network of Tilaa or other customers is endangered, especially by sending of excessive high volumes of email or other information, badly secured systems or virus activity, trojans and other malware, Tilaa has the right to take all measures deemed necessary to divert or prevent this danger.

Article 7. Liability and force majeure

1. When Tilaa fails to fulfill one or more of the obligations from an Agreement, the Customer will hold Tilaa liable, unless fulfillment of the concerning obligations is already permanently impossible. In that case Tilaa is immediately liable. The Customer will hold Tilaa liable by a written letter and will grant Tilaa a reasonable period to still fulfill its obligations.
2. In case of an accountable shortcoming towards The Customer Tilaa is hold liable for damage as far as determined by law and with observance of that which is stated in sub 3 of this Article. Tilaa cannot be held more liable for the delivery of services than as determined by Article 6:196c of het Burgerlijk Wetboek and within the boundaries of sub 3 of this Article.
3. Tilaa's responsibility by The Customer is limited to direct damage and maximized to the fees of the Services delivered to the Customer during the last 3 months before the occurrence of the incident or series of incidents with the same cause.
4. Tilaa can not be held liable for damage caused by missing information/data because the Customer has not received the Service or for any damage caused information/data transported via the network.
5. The Customer safeguard Tilaa against claims made by third parties on recompensation of damage, in so far that this claim is grounded on the usage of The Service and/or the content of the send data.
6. Tilaa can not be held liable for monetary damage, indirect damage and/or consequential damage, including costs for the usage of different services, foregone profit and skipped savings.
7. Storing and transferring information digitally or electromagnetically brings certain risks regarding data retention and security. Also considering these risks Tilaa can not be held liable for damage caused by or related to: deterioration of information which is stored or transferred digitally or electromagnetically; interference, disappearance and publication of confidential information.
8. A failure in the delivery of The Service cannot be accounted to Tilaa, when it cannot be blamed to its fault, or by virtue of the law, legal act or common notions (force majeure). In case of force majeure Tilaa's obligation to follow The Agreement expires. In that case Tilaa is not indebted to pay any reimbursement. The suspension is valid for the duration of the force majeure. Tilaa is required to reimburse The Customer for its subscription fees proportional to the duration of the incident unless this can not, with due observance of duration and circumstances be reasonably asked.
9. Cases of force majeure can be for example but not exclusively consequences of failure of electricity, fire or defects in third party networks.

Article 8. Duration and termination of The Agreement

1. The term of The Agreement start at the date on which Tilaa start delivering the Service or the Complementary Service to The Customer.
2. The Agreement is valid for an indefinite period unless otherwise agreed in an Agreement which is requested as stated in Article 3.1 sub 1.
3. When an agreement for a finite amount of time is started, as described in Article 3.1 sub 1, it can not be discontinued in the meantime. After a finite period the Agreement will be automatically converted to an indefinite Agreement. This conversion does not take place when the Agreement is canceled by the Customer at least one (1) month before the end of the finite period. In that case the Agreements ends when the agreed upon period expires.
4. The Agreement for an indefinite period has a withdrawal period of one (1) calendar month, starting on the first day of the nearest calendar month after the day on which the withdrawal takes places.
5. Resignation can happen by letter or electronically on the website of Tilaa. The time of resignation is the time of receipt of the withdrawal by Tilaa. Tilaa will notify The Customer by letter or electronically about the receipt of the withdrawal and the date at which the service delivery will be cancelled.
6. When The Customer respectively Tilaa fails to follow a condition from the Agreement and/or another applicable condition, the counter party is allowed to postpone the following of the opposite obligation. With partial or improper following, postponing is only allowed justified by the imperfection.
7. Tilaa has the right to cancel The Agreement immediately or to (temporary) deny access to The Service when The Customer does not follow one or more of its obligations belonging to The Agreement and/or The Terms Of Service and/or The Complementary Terms Of Service.
8. In case of blockage by Tilaa The Customer still owes the fees related to The Agreement during the period of this blockage. Tilaa also reserves the right to full compensation for damages.
9. Tilaa has the right to immediately cancel The Agreement without formal notice or legal intervention in case The Customer:
   1. Supplied Tilaa with false and/or wrong information;
   2. Neglected to supply the right information or changes (in time);
   3. Entered the Agreement under false pretexts;
   4. Asked for or received judicial settlement;
   5. Is in ward or under judicial supervision or in any other way has lost the management of its assets, including refinancing of debts;
   6. Has petitioned for bankruptcy or has been declared bankrupt.
   7. Has passed away, or (in case of a legal entity) has been liquidated.

Article 9. Protection and processing of personal information

1. Tilaa processes personal information of The Customer in the scope of the execution of The Agreement and on behalf of proper management and exploitation of its Systems and (administrative) management tasks. This processing contains all subscription and traffic information, is only accessible by Tilaa and is not provided to third parties, unless Tilaa hires third parties regarding the Service, has reasons to check the credit status of The Customer, or when obliged by the law or a court order.
2. Tilaa may process the personal information as mentioned in the first section to provide The Services, for invoicing and for payment of interconnection or other access services, as well as for traffic management, to settle disputes and for prevention and detection of fraud and irregularities.
3. Tilaa may process the personal information of The Customer for collecting fees (which included the transfer to third parties of those collections), and for the analysis of the credit status of The Customer, possibly by third parties.
4. Tilaa takes reasonable technical and organizational measures on behalf of the safety and security of its System, taking into account the kind of the risks, level of technicality and its implementation costs.
5. The Customer has the right to inspection as meant in the Wet Bescherming Persoonsgevens with regard to its personal information as processed by Tilaa.

Article 10. Applicable law and litigations

1. The Dutch law applies to these Terms Of Service.
2. Disputes between The Customer and Tilaa about the realization or execution of the Agreement with regard to the Service which is or is going to be delivered by Tilaa can be layed before an authorized Dutch court.
3. Changes in management or legal form do not influence The Agreement.