Terms & Conditions
Last update 9/06/261. Agreement
1.1. These general terms and conditions govern the relationship between The Ring Ring Company NV, a Belgian registered company having its seat at Culliganlaan 2/F in B-1831 Diegem, Belgium under company number 0445.262.068 (hereafter “RingRing”) and its customers (hereafter the “Customer” or “Customers”). These general terms and conditions apply to all services and goods, quotations, orders, contracts and invoices (hereafter jointly: the “Services”) rendered, delivered or established by RingRing (hereafter “General Terms and Conditions”).
1.2. The Services rendered by RingRing might be partly or wholly subject to a specific agreement between RingRing and the Customer. The present General Terms and Conditions continue to apply to any specific agreement insofar as there is no specific and explicit derogation from the relevant provision in the specific agreement. In case of contradiction between provisions in the present General Terms and Conditions and provisions in a specific agreement, the latter conditions will prevail.
2. Acceptance
2.1. These General Terms and Conditions take effect when you click the “I Accept” button or checkbox presented with these General Terms and Conditions or when you use any of the Services, whichever occurs first. If you are agreeing to these General Terms and Conditions on behalf of a Customer, you confirm to RingRing that you have legal authority to bind the Customer.
3. Commencement
3.1. Unless otherwise stipulated, these General Terms and Conditions will enter into force at the time of acceptance of the Services by RingRing.
4. Duration
4.1. RingRing offers subscription-based services (“Subscription Services”), and transaction-based services, where the Customer pays a one-off fee for a specific Service (“Transaction Services”).
4.2. Unless otherwise stipulated, contracts for the Subscription Services will be considered to be concluded for a fixed term of either 1 month or 1 year (depending on the option chosen), and automatically renewed after the expiration date for the same duration as the original unless terminated in accordance with section 5 of the General Terms and Conditions.
4.3. RingRing is entitled to change the price of the Subscription Services by giving written notice at least 10 days before the expiration date.
4.4. Contracts for Transaction Services end after performance and payment of the specific Transaction Services (pay-per-use). Pre-Paid Transaction Services are always paid in advance.
5. Termination
5.1. Termination without cause
5.1.1. Both parties are entitled to terminate the Subscription Services by written notice in accordance with section 14.7 of these General Terms and Conditions at least 5 days before the expiration date.
5.1.2. The Pre-Paid Subscription Services are automatically terminated when the Customer does not renew the subscription. The termination takes effect on the expiration date. RingRing can terminate the Pre-Paid Subscription Services by giving written notice in accordance with section 14.7 of these General Terms and Conditions at least 5 days before the expiration date.
5.1.3. In the event that a Customer terminates the Post-Paid Subscription Services unilaterally before the expiration date or without notice as described in section 5.1.1, all the costs incurred by RingRing in relation to the termination of the Services as well as a severance fee of 30% of the total value of the contract will be paid as compensation to RingRing.
5.2. Termination with cause
5.2.1. RingRing has the right to terminate the Services by giving written notice in accordance with section 14.7, without judicial intervention and with immediate effect, without prejudice to any other rights (such as the right to claim compensation for actual damages suffered), in case of:
1) A serious breach of the contract;
2) In case of gross negligence, willful misconduct or fraud of the Customer;
3) In case the Customer is declared or risks to become bankrupt or in default of payment;
4) In case the company of the Customer is liquidated or in case its activities are terminated completely or substantially;
5) In case the Customer violates the acceptable use section (section 11 of these General Terms and Conditions).
5.2.2. In the event of termination of the Services in accordance with section 5.2.1, all remaining sums under the General Terms and Conditions and any specific agreement concluded between RingRing and the Customer become immediately due to RingRing.
5.2.3. In the event a contract is terminated by RingRing in accordance with section 5.2.1, the Customer shall pay an indemnity fee of [€ x / 10% of the total value of the contract]to RingRing. The fee covers only the damages suffered as a result of the early termination. Parties agree that this sum is a reasonable estimation of the damages suffered as a result of the early termination of the contract.
5.2.4. RingRing reserves the right to claim the full amount of the actual damages suffered as a result of the early termination and any other damages resulting from the early termination and the Customer’s actions, including – but not limited to – reputational damage, damage to the infrastructure of RingRing, etc.
5.3. End of services
5.3.1. RingRing will block access to the Subscription Services the day after the termination date. The Customer must ensure all data is transferred by the termination date.
6. Rights and obligations of the Customer
6.1. The Customer is obligated to provide RingRing with all documentation and assistance necessary for the performance of the Services and to provide RingRing with the contact details of a contact person for technical and administrative matters.
6.2. The Customer recognizes and accepts that failure to provide assistance may impact the provision of the Services. RingRing cannot be held liable for a delay in the provision of the Services caused by the Customer or a third party.
6.3. The Customer agrees to treat all the provided identification data (login, password, etc.) as confidential. In the event of loss, theft or fraudulent use of this data, the Customer shall notify RingRing immediately by sending an e-mail to support@naxai.com.
6.4. The Customer will use Services in accordance with section 11.
7. Rights and obligations of RingRing
7.1. RingRing undertakes to deliver the Services to the best of its ability in light of its available technical capacities and in accordance with the requirements and reasonable expectations.
7.2. RingRing undertakes to give reasonable prior notice for any planned maintenance to the Services. RingRing reserves the right to take all necessary emergency measures when the integrity of its Services is under threat. The measures may include, but are not limited to, the suspension of access to the Services.
7.3. RingRing shall use the information provided by the Customer in good faith and only for purposes necessary for the performance of the Services.
8. Price, Payment and billing
8.1. The prices mentioned on the website or by our sales team are in euro and include/exclude Value Added Tax.
8.2. RingRing offers services that are paid in advance, (“Pre-paid Services”), and services that are paid after delivery, (“Post-paid Services”).
8.3. The sums due for the Post-paid Services will be invoiced on a monthly or yearly basis. The payment term is thirty (30) days, starting from the invoice date.
8.4. To be valid, the payment for the Post-paid Services must be made on the account number and with reference number mentioned on the invoice of RingRing.
8.5. All invoices for Post-paid Services not paid on the due date shall, automatically and without prior notice, be increased by contractual interest at the rate of 2% per month from the due date, and an administrative charge of 10% of the original amount of the invoice, with a minimum of € 100,00.
8.6. The Pre-paid Services are paid in advance by purchasing “credits” with a credit card, through the website. Purchased credits are non-refundable.
8.7. Minimum Monthly Billing: Regardless of the actual use of the Services, RingRing shall invoice the Client a minimum amount of twenty-five euros (€25) per month, even if the Client’s total monthly fees do not reach this amount, unless otherwise agreed.
9. Confidentiality
9.1. RingRing and the Customer agree to treat all information that is not publicly available as confidential. Customer’s confidential information includes the Customer’s data. RingRing’s confidential information includes any information about the Services.
9.2. Parties agree to protect this confidential information in the same way it protects its own confidential information and not less than a reasonable standard of care. Confidential information may only be used in so far as necessary for the performance of obligations under the contract.
9.3. RingRing is allowed to refer to the name of the Customer, rendered Services, goods and performance for marketing or promotional purposes on RingRing’s website or otherwise.
9.4. Despite the foregoing, information is not considered confidential in cases where the information:
1) Is independently developed by one party without reference to the other party’s confidential information;
2) Is generally available to the public;
3) At the time of disclosure, was known to the other party free of confidentiality restrictions;
4) Parties agrees in writing that the information is free of confidentiality restrictions.
10. Liability
10.1. RingRing shall only be liable for direct damage resulting from grave errors occurring in the performance and/or the delivery of the Services. RingRing cannot be held liable for damages of any nature whatsoever, which are the result of improper, incorrect or unclear information and/or data provided by the Customer.
10.2. Any delay in performance (other than for the payment of amounts due) caused by conditions beyond the reasonable control of the performing party is not a breach of its contractual obligations. The time for performance will be extended for a period equal to the duration of the conditions preventing performance.
10.3. We make our best efforts to ensure that Services are available and fully functional. However, to the maximum extent permitted under applicable law we do not warrant that the Services will always be available, undisrupted, and error-free. In particular, but not limited to, RingRing shall not be held liable in the event of:
1) Technical errors preventing a regular use of the Services and caused by the unavailability of relied upon third-party services (e.g., Telecom operators, Cloud service providers),
2) Maintenance works impacting the availability and access of Services;
3) Damages based on the contents of the Services;
4) Wrongful use of the Services, or use contrary to the law or the provisions of these General Terms and Conditions or any specific agreement concluded between RingRing and the Customer
5) Unauthorized third-party access to the Services;
6) Contents uploaded by the Customer;
7) Any other conditions beyond the reasonable control of RingRing that impair the provision of the Services.
10.4. In no event shall the aggregate liability of RingRing arising out of or related to the provision of the Services exceed the total amount paid by the Customer hereunder for the Services giving rise to the liability in the 12 months preceding the first incident out of which the liability arose.
11. Acceptable use of services
11.1. As described in section 5.2.1 of these General Terms and Conditions, RingRing preserves the right to immediately suspend or terminate the Services upon giving written notice, without having to indemnify the Customer in any way, if the Customer makes use of RingRing’s website or its Services in such way that it can reasonably be considered to be an unacceptable use of the Services in light of RingRing’s reputation or general good practices.
11.2. RingRing may also block access to the Services and delete any content in case of unacceptable use of the Services.
11.3. Examples of unacceptable use include (but are not limited to):
1) Any use or attempted use impacting the availability, reliability or stability of RingRing’s website or Services, for example, attacking RingRing’s (online) infrastructure by means of a denial-of-service attack, trying to bypass or circumvent any of RingRing’s security mechanisms, testing the vulnerability of RingRing’s infrastructure by reverse-engineering the Services etc. including any attempt of the aforementioned actions;
2) Any use or attempted use creating any form of risk, damage or danger regarding the security or the well-functioning of RingRing’s Services, including for third parties (regardless of intent or knowledge);
3) Any use or attempted use that may subject RingRing or any third party to liabilities, damages or danger;
4) Any use or attempted use in any other way than expressly provided by the contract, including for reasons of (attempted) fraud;
5) Any use or attempted use implying any transmittal of material infringement of intellectual property rights of RingRing or third parties;
6) Transmitting or attempting to transmit any material that contains viruses, time or logic bombs, Trojan horses, worms, malware, spyware, or any other programs that may be harmful or dangerous;
7) Any use or attempted use aimed at unsolicited advertising, spamming, marketing, SMS junking etc. in any way unwanted by recipient. Nor any use or attempted use aimed at collecting personal data and information (for example telephone numbers, email-addresses etc.) from others without the necessary prior permission;
8) Misleading recipients as to Customer’s identity. Create a false ID, forge addresses or headers, or fraudulently undertake other technical measures to misrepresent the origin or identity of the sender;
9) Any use or attempted use that violates or might violate any European or Belgian legal provision, including civil – criminal and public law provisions, or any reasonable standard of care or ethical standards.
12. Data Processing Agreement
12.1. Introductory note
This Data Processing Agreement (hereinafter the “DPA”) applies only if and insofar as RingRing acts as a Subcontractor and processes personal data (“PD”) on behalf of and for the account of the Client in the performance of the Agreement. The Client acknowledges and agrees that where RingRing processes PD that is provided by the Client under the Agreement, RingRing acts as a Processor for the processing of PD vis-à-vis the Client, who remains the Controller in accordance with the obligations that arise from the GDPR.
12.2. Definitions
“PD” refers to all personal data concerning a Data Subject and transmitted by the Client or generated within the framework of Data Processing.
“Sensitive data” refers to special categories of data of a Data Subject, such as information relating to health, genetic data, biometric data or data relating to race or ethnicity, political, religious or philosophical beliefs or membership of a trade union, as well as data relating a person’s sexual orientation; as well as data relating to an offence or conviction.
“Controller” means the Client.
“Processor” means RingRing that processes PD on behalf of the Controller.
“General Data Protection Regulation” or “GDPR” means Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of PD and on the free movement of such data.
“Data Subject” means the individual whose PD is entrusted by the Client to RingRing as a subcontractor in the performance of the Agreement.
“Authorized Person” means RingRing’s personnel and any subcontractor or third party authorized by the Client, or any governmental authority on the basis of a legal provision.
“Processing” means any act or series acts concerning a Data Subject’s PD, whether or not carried out by automated processes, such as collecting, documenting, structuring, saving, updating or modifying, requesting, consulting, using, making available by transmission, distribution or any other method of making available, aligning or combining, filtering, erasing or destroying data.
12.3. Object
12.3.1. RingRing shall exclusively process the PD supplied by the Client in the Client’s name and on the Client’s behalf for the sole purpose of providing the Services and therefore complying with the provisions of the Agreement and the Client’s written instructions.
12.3.2. In general, the Subcontractor handles the following categories of PD:
(i) Identification data (surname, first name, mobile phone number, email address, etc.) of the intended recipient, as well as the content of an SMS, RCS, email or bot that RingRing organizes for the Client, including sensitive Data where applicable. And ;
(ii) when the sender is not the Client, the name and (electronic) contact details of the sender, as well as the content of an (electronic) communication that RingRing is handling for the Client,
12.3.3 The categories of Data Subjects are the senders and recipients of an SMS / RCS / email which the Client handles on his behalf (customers, patients, employees, debtors, citizens, etc.).
12.3.4. The purposes of the Processing are, depending on the case in question, to send various information , advertising campaigns or, to manage subscriptions, to manage appointments, to send invoices, medical results, etc.
12.3.5. The nature of Processing is generally the sending of information via channels such as SMS, RCS, bot, email, etc.
12.3.6. In any event, the Parties will treat PD in accordance with the GDPR and, in general, all legislation to which the Parties are subject.
12.3.7. It is the Client’s responsibility to inform RingRing of any changes to the Data processed.
12.4. Duration of Processing
12.4.1. In general, and unless otherwise instructed by the Client, the Subcontractor will securely delete the data which relates to the Services and which has been processed for the Client
– 12 months for SMS metadata (timestamp, customer, from, to, operator, delivery status),
– 4 months for SMS data,
– 1 month for email/ RCS metadata (timestamp, customer, from, to, delivery status) and links in text for link tracking
after the date on which the SMS/email/RCS is sent. Any deletion of processed data does not call into question the regularity and proper execution of the Services carried out for the Client.
12.4.2. Notwithstanding the above, the Subcontractor may retain the data for a longer period:
– in the event of a documented request from the Client (this service may be invoiced)
– in the event of a dispute relating to the performance of the Agreement
– and at the request of the judicial, economic or BIPT authorities, etc.
12.5. Obligations and guarantees of the Controller
12.5.1. The Controller guarantees that it has collected PD in accordance with the GDPR and applicable regulations.
12.5.2. The Controller shall ensure that written instructions are provided to RingRing in accordance with the GDPR and applicable regulations.
12.6. General obligations of the Processor
12.6.1. The Processor accepts:
– To treat the Client’s PD with the strictest confidentiality;
– Refrain from distributing the Client’s PD to any third party, with the exception of Authorized Persons;
– To process and disseminate PD only in accordance with the written instructions of the Controller, to the extent necessary for the performance of the Services;
– To inform the Client if any of its instructions appear to be in breach of the GDPR or any other regulation, and to suspend the execution of the instruction in question until confirmation or adaptation by the Controller;
– Impose confidentiality obligations on its personnel who have access to the Client’s PD;
– Take sufficient technical and organizational security measures, as defined in Article 12.7;
– To assist the Client, insofar as possible, in answering the questions of the Data Subjects;
– To provide the Client with all information necessary for the Client to establish compliance with what has been agreed in the Agreement. In this respect, RingRing and the Client agree to apply a principle of proportionality and gradation in controls relating to compliance with GDPR, giving priority in the first instance to the examination of existing certifications considering more in-depth audits. The Client has a period of 30 (thirty) calendar days from receipt of the aforementioned certifications to examine their relevance and request, if necessary, additional detailed information from RingRing, as well as to notify RingRing in writing of the need for any additional audit, giving precise reasons for its request. However, this principle of gradation does not apply in the case of an audit initiated by one of the Client’s supervisory authorities. Any such additional audits will take place no more than once per calendar year and will be charged to the Client at a minimum of €2,500 unless otherwise agreed;
– Help the Client, if necessary and at extra cost, to carry out a data protection impact assessment (DPIA).
12.7. Technical and organizational measures
RingRing shall use its best efforts to ensure the secure Processing of PD, taking into account current technology, in accordance with the appropriate technical and organizational measures. RingRing has implemented procedures to protect PD against loss and unauthorized access, as well as specific procedures, in the event that the continuity of business is compromised. RingRing has integrated technological security measures that include security software, passwords and firewalls, which are designed to prevent unauthorized access to its computers and servers. RingRing has also put in place procedures to be informed in real time of any technical incident or system failure, so as to be able to resolve such incidents and failures as soon as possible.
12.8. Requirements for involving another processor (subprocessor)
12.8.1. The Client accepts that its PD may be processed by third parties, as indicated below, and that these subprocessors may have access to PD for the provision of the Services.
12.8.2. RingRing has the Client’s general authorization for the recruitment of subprocessors on the basis of a list which RingRing keeps at the Client’s disposal. Insofar as possible, RingRing shall inform the Client in writing of any plans to modify this list by adding or replacing subprocessor at least 15 (fifteen) days in advance, thus giving the Client the necessary time to be able to object on valid grounds to such changes before the recruitment of the concerned subprocessor. RingRing shall ensure that such subprocessors are subject to a confidentiality agreement and provide sufficient guarantees for the implementation of appropriate technical and organizational measures, to ensure that the Processing of PD by such subprocessors protects the rights of the Data Subject. The Client accepts that Telecom Operators are not considered as subprocessors within the meaning of the GDPR but as controllers.
12.8.3. In the event that a subprocessor modifies its SLA or prices or adopts new technical specifications generating additional costs, RingRing reserves the right to pass them on to the Client.
12.9. Personal data breach and obligation to assist
12.9.1. The Processor shall notify the Controller without unreasonable delay when it has become aware of a personal data breach. It is the Client’s responsibility to assess whether the incident constitutes a data breach within the meaning of Article 4 (12) of the GDPR.
12.9.2. As such, RingRing agrees to inform the Client:
– The nature of the data breach;
– The category and number of Data Subjects or the number of PD involved;
– Likely consequences of violating PD;
– Measures taken to address this violation.
12.9.3. RingRing shall use its best efforts to determine the causes of such breach and to prevent such situations from recurring to the extent reasonably possible.
12.9.4. RingRing shall assist the Client in any notification of the incident to the supervisory authorities and to the Data Subjects. In any event, RingRing shall cooperate with the Client on requests information made by the supervisory authority with regard to the Services.
12.10. Place of Processing
RingRing is established on the territory of the European Economic Area and endeavors as far as possible to Process PD on this territory or in a third country which benefits from an adequacy decision of the European Commission. However, where RingRing uses the IT services of a secondary subcontractor on the basis of Article 12.8 (e.g. Microsoft Office or Atlassian), this secondary subcontractor may be required to Process PD outside the territory of the European Union. In such a case, if the transfer involves a third country that does not benefit from adequacy decision from the European Commission, safeguards are taken to ensure a sufficient level of protection for PD.
12.11. Questions from Data Subjects
RingRing agrees to inform the Client of any requests from Data Subjects to obtain access to PD and to collaborate with the Controller on the follow-up of such matters. In this respect, RingRing agrees not to answer such questions without first obtaining the Client’s explicit consent in this regard.
13. Intellectual Property
13.1. All intellectual property rights in and related to the Services, materials, documentation, design contributions, related knowledge or processes, and any derivative works of them, including but not limited to Benelux trademarks number 1259006, 013909999, 013910013, 013910047, 018696352, 018696355, 014987853 and 1259000 belong entirely to RingRing. All rights not expressly granted to Customer are reserved to RingRing.
13.2. The Customer retains all rights in and related to the Customer data. RingRing may use Customer-provided trademarks solely to provide and support the Services.
14. Miscellanous
14.1. Modifications to these General Terms and Conditions
14.1.1. RingRing may modify these General Terms and Conditions at any time by posting a revised version on this webpage (https://www.naxai.com/terms-conditions) and providing notice to the Customer. By continuing to use the Services after the effective date of any modifications to these General Terms and Conditions, the Customer agrees to be bound by the modified terms.
14.2. Non-transferability
14.2.1. The Customer can only use Services for its own purposes. The sale, transfer, rental or making available of the Services to third parties is always forbidden without prior consent of RingRing.
14.3. Severability
14.3.1. Every provision in these General Terms and Conditions and any specific agreement concluded between RingRing and the Customer, shall be applied to the fullest extent possible under the applicable law. If any provision of these General Terms and Conditions or in any specific agreement concluded between RingRing and the Customer is held to be invalid or unenforceable, the invalidity or unenforceability will not affect the other provisions.
14.4. Sub-contracting
14.4.1. RingRing may subcontract parts of the Services to third parties.
14.5. Entire agreement
14.5.1. These General Terms and Conditions, and, if applicable, any specific agreement concluded between RingRing and the Customer constitute(s) the complete and exclusive statement of the rights and obligations between RingRing and the Customer in connection with the parties’ business relationship. All previous representations, discussions, and writings (including any confidentiality agreements) between the parties relating to the same subject matter are superseded.
14.5.2. In case of contradiction between any clause in any specific agreement and any clause in these General Terms and Conditions, the contradicting clause(s) in the specific agreement will prevail unless otherwise stated therein and will not affect the other non-contradicting clauses in these General Terms and Conditions which continue to apply to the fullest to that specific agreement.
14.6. No-Waiver
14.6.1. A waiver of any claim or right under these General Terms and Conditions or under any specific agreement concluded between RingRing and the Customer is not deemed a waiver of any other claim or right, unless there is a written statement to the contrary.
14.7. Notices
14.7.1. Any notice in connection with the Services must be in writing and shall be validly given with respect to each party if delivered by e-mail to the e-mail addresses set out hereafter, or if sent by registered mail or an internationally recognized courier company to the addresses set out hereafter.
– If to the Customer: the e-mail address associated with the Customer’s account
– If to RingRing: to the seat of RingRing in Belgium or info@ringring.be
14.7.2. Any notice shall be effective upon receipt and shall be deemed to have been received at the time of delivery if delivered by registered mail or a courier company, or at the time of delivery, if sent by e-mail which can be proven by for instance a confirmation of a read receipt notice attached to the e-mail or by simply having replied to the e-mail.
14.8. Applicable law and competent court
These General Terms and Conditions and any specific agreement concluded between RingRing and the Customer shall be governed by and construed in accordance with the laws of Belgium. Any dispute or controversy which the parties are unable to settle amicably shall be subject to the exclusive jurisdiction of the courts of Brussels.