Terms & ConditionsLast update 02/05/2023
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.
2.1. 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.
3.1. Unless otherwise stipulated, these General Terms and Conditions will enter into force at the time of acceptance of the Services by RingRing.
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.
5.1. 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 firstname.lastname@example.org.
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.
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.
10.1. 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 Protection
12.1. Each Party must at all times adhere to its respective obligations under applicable law in regard to the processing of personal data in connection with personal data that is to be processed pursuant to the provision of the Services.
12.3. By accepting these General Terms and Conditions, the Customer agrees to be bound by the Data Processing Agreement published on the website of RingRing, as the DPA is an integral part of these General Terms and Conditions.
12.4. As regards third party products, the Customer shall take note of the applicable terms and conditions of the third party supplier, including the terms and conditions with respect to the protection of personal data, which are fully and directly applicable to the Customer. RingRing does not bear any liability with regard to the protection of personal data relating to third party products delivered by the third party supplier.
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.
14.1. 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.
14.2.1. 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.
14.3.1. 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.
14.4.1. 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.
14.6.1. 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.
14.7.1. 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 email@example.com
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.