Terms of service

General Terms And Conditions

Last update: June 20th 2014

Registered at the Chamber Of Commerce in Amsterdam under number 59712309.

Section A - General section

Article 1. Definitions

  1. Tilaa: Tilaa B.V., established in Amsterdam and registered with the Amsterdam Chamber of Commerce and Industry under file number 59712309.
  2. Tilaa Dashboard: the area of the Tilaa website available exclusively to Tilaa Customers.
  3. Tilaa Platform: the infrastructure, including network and connectivity to the Internet, extending to and including the BIOS layer of the virtual server.
  4. Customer: the natural or legal entity that has concluded an Agreement with Tilaa or the party to which the Agreement has been transferred.
  5. Service[s]: a Service (or Services) or Ancillary Service[s] to be supplied by Tilaa on the basis of the Agreement and Service[s] or Ancillary Service[s] that may be supplied on a fee-paying basis.
  6. Ancillary Service[s]: a Service (or Services) whether or not supplied on a fee-paying basis, that the Customer can use in addition to the Service. The Ancillary Service is part of the Agreement. In some cases, separate ancillary conditions apply to the Ancillary Service.
  7. System: computer and related equipment used to provide the Service.
  8. Agreement: the Agreement between Tilaa and the Customer on the basis of which the customer can use the Service[s] and/or Ancillary Service[s].
  9. Netiquette: generally accepted standards and codes of practice for use of the Internet as laid down in RFC1855.

Article 2. Scope and application

  1. All our offers, agreements to sell and/or supply our Services and Ancillary Services are exclusively governed by the present conditions, with the exception of other mandatory stipulations. Stipulations varying from these conditions must be specifically agreed upon in writing with Tilaa.
  2. Unless such is expressly accepted in writing by Tilaa, the general terms and conditions applied by the other party and/or third parties, do not apply.
  3. If any stipulation of the general terms and conditions is null and void or is voided, the other stipulations will remain fully in effect and the void or voided ones will be replaced by a new stipulation, whereby the purpose and meaning of the void or voided stipulation will be taken into account as far as possible.
  4. In the event of a conflict between any of the stipulations contained in the Agreement, General terms and conditions, Ancillary conditions or Annexes, the conflict will be resolved in the following order of priority:
    1. Agreement
    2. Annexes
    3. Ancillary conditions
    4. General terms and conditions.
  5. The Dutch version of the Terms Of Service will prevail over any translation.

Article 3. Formation of the Agreement

  1. The Agreement comes into effect when a Customer:
    1. orders a Service or Ancillary Service via the Tilaa website;
    2. accepts an Agreement in writing.
  2. In the case of a subscription as described in 1 (a), the Agreement comes into effect when the Customer receives Tilaa’s confirmation of the subscription. In the case of such as described in 1 (b), the Agreement comes into effect when the Customer signs the Agreement.

Article 4. Fees

  1. Tilaa reserves the right to adjust its fees from time to time, with a notification period of at least one [1] calendar month. A list of current fees is provided on the Tilaa website.
  2. The Customer is charged the following fees for the Service:
    1. a once-only connection fee [if applicable];
    2. a set price per period for the subscription;
    3. any variable costs based on usage;
    4. a once-only installation fee [if applicable].
  3. When determining the amounts owing, Tilaa’s financial records will act as evidence, unless the Customer can provide contrary evidence. In the event of a dispute concerning matters such as the amount of data used by the Customer, Tilaa’s records will act as evidence, unless the Customer can provide contrary evidence.
  4. All fees are exclusive of sales tax and any other official taxes, levies or duties. The fees are in Euro.
  5. Tilaa may pass on an interim adjustment to statutory levies and/or adjustment to or indexation of the wages and price level respectively to the Customer. Indexation of the wages and price level always means an adjustment in line with the latest collective wage agreement index of wages and prices for the services industry published by Statistics Netherlands [Centraal Bureau voor de Statistiek].
  6. In the event of a price increase, with the exception of an increase in accordance with the aforementioned paragraph 5 of this article, the Customer has the right to terminate the Agreement concerned in writing within seven [7] days of receiving notification from Tilaa of the date on which the price or fee adjustment comes into effect. The Customer can do so through the Tilaa Dashboard.
  7. Prices are subject to typing errors. Tilaa accepts no liability for typing errors.
  8. If Tilaa considers that a Customer’s requested project adjustment will involve extra work, Tilaa shall notify the Customer to that effect before proceeding with the task. At the Customer’s request, Tilaa will follow the notification with a price quotation and further conditions. The Customer shall decide whether or not to proceed with the proposed extra work as soon as possible.
  9. The Customer can modify an applied data traffic quota through the Tilaa Dashboard. In the case of an Agreement for an indefinite period, if the data traffic quota is supplemented no later than eleven [11] days prior to the end of the current invoicing period, the data traffic adjustment will be introduced during that invoicing period. If the data traffic is supplemented later, the adjusted quota begins in the subsequent billing period. If the Customer has an Agreement for a definite period of longer than one month, the quota can also be supplemented as set out above. The adjustment quota begins in that same month, in eleven [11] days prior to the reset of the monthly data traffic quota. Extra data traffic purchased beforehand is invoiced once for the entire duration of the Agreement.
  10. A Service Level Agreement [SLA] applies to the Tilaa Platform. The Customer is able to supplement the SLA. Further details on the SLA and how it can be amended or supplemented, are outlined in Section B.

Article 5. Payment terms

  1. Unless otherwise agreed beforehand, Tilaa will periodically invoice the Customer in advance for charges incurred using the Service starting at the time the Agreement was formed as stated in article 3, paragraph 1. Tilaa provides the Customer with an invoice in electronic format made available on the secure area of Tilaa’s website accessible solely by the Customer as of ten [10] days prior to the new invoicing period. The invoice will also be sent by e-mail to the contact e-mail address provided to Tilaa by the Customer. A fee will be charged for the current period at the time the Agreement comes into effect. If the Agreement comes into effect less than ten [10] days before the commencement of the new period, when the Agreement comes into effect, the coming period will also be billed in advance. Tilaa does not send paper invoices to the Customer by regular mail.
  2. Tilaa invoices for each set period, as stated in the Agreement. The Customer can opt for a different period, depending on the duration of the Agreement, and can choose a different billing period in the Tilaa Dashboard. The amount due for the full billing period must be paid in advance. If the amount due is still outstanding on the first day of the new period, Tilaa is entitled to suspend the supply of the [Additional] Service immediately. As of five [5] days after suspending the [Additional] Service Tilaa is entitled to remove the Customer’s data from the Tilaa infrastructure. As regards invoices that are yet to be generated, the Customer can change the date on which the invoice is due, and with that the starting date of the period, in the date payable, in the Tilaa Dashboard. Tilaa has the option of not agreeing with the proposed change.
  3. The Customer can purchase a prepaid credit balance to make payments. A prepaid credit balance remains on the account as a credit balance for twelve [12] months after the Agreement has ended. Also after the Agreement has terminated.
  4. Unused credit that does not relate to service usage remains valid for a twelve [12]-month period. On expiry of these twelve [12] months, the credit expires and is no longer usable, nor is Tilaa required to repay it.
  5. If variable usage cost or non recurring setup fees lead to an invoice amount that Tilaa deems to be above average, Tilaa is entitled to send the Customer an interim invoice for the services used or consumed with a payment term of five [5] working days.
  6. The Customer is responsible for ensuring there are sufficient funds available in their nominated credit card, direct debit account or PayPal account at any time Tilaa bills the account. If a direct debit is reversed, a chargeback request is received for a credit card payment or a dispute has been issued with PayPal, Tilaa is entitled to suspend its services immediately without prior warning. Tilaa is also entitled to charge administration fees with a maximum of € 4.50 for each failed direct debit attempt, credit card debit or PayPal debit.
  7. The Customer can give an approval for recurring direct debit, automatic credit card payment or automatic PayPal payment to Tilaa via the Tilaa dashboard. The recurring payment approval is valid until the Customer explicitly revokes the recurring payment approval. The Customer can revoke a recurring payment approval at any time via the Tilaa dashboard. When the Customer revokes a recurring payment approval Tilaa will not issue any new recurring payments but will finish recurring payment requests which are issued already.
  8. Tilaa uses a different notice term for direct debit payments. Tilaa will send a pre-notification e-mail towards the Customer 2 working days prior to the actual processing date of the direct debit payment.
  9. After the expiry of the last due payment term stated on the invoice, any Customer who fails to pay in a timely manner is in default by operation of law, without requiring notice of default.
  10. The Customer must report any objections concerning the amount of the sums invoiced and/or debited by Tilaa at the earliest opportunity and no later than fifteen [15] days after the date of the invoice to Tilaa by e-mail. Once this term has expired, the Customer shall be deemed to have agreed with the sum stated on the invoice.
  11. The Customer is bound by an applied maximum quota of data traffic if described in the Agreement. If this quota is exceeded, Tilaa is authorized to charge a retrospective additional fee on the basis of actual costs.
  12. The Services or Ancillary Services supplied by Tilaa which are terminated on the grounds of article 6 paragraph 2, 3, 5, 6, 7 and 8 are without prejudice to the right of Tilaa to claim outstanding invoices plus incurred costs and without reimbursing monies already paid.
  13. If the Customer has not paid in a timely manner, in addition to the outstanding sum and related interest, the Customer is obligated to repay extra-judicial and judicial costs in full, which includes the costs of lawyers, bailiffs and debt collection agencies. The extra-judicial costs amount to at least 15% of the amount owed to Tilaa by the Customer.
  14. All amounts owing to Tilaa shall become immediately due and payable in the event that the Customer is declared bankrupt, applies for a moratorium, the assets of the Customer have been seized, the Customer is deceased or [in the case of legal persons], is in the process of being wound up or is being dissolved.
  15. From the date on which payment is due, the Customer pays interest equivalent to the statutory [commercial] interest or 1% if the statutory [commercial] interest is lower than 1% of the invoice or instalment amount for each month or part of a month, with which the due date is breached.

Article 6. Supply and use of the [Ancillary] Service

  1. The Customer is obligated to follow reasonable instructions issued by Tilaa regarding the use of the Service. The Customer is responsible for reading e-mails sent by Tilaa to his or her e-mail address on a regular basis.
  2. The Customer is not permitted to use the facilities offered by Tilaa to gain or to seek access to third-party networks or computer systems, to use information obtained unlawfully and/or to damage or use software. Furthermore, the Customer is not permitted to use the facilities offered by Tilaa for any activity leading to a breach of any law, public decency, public order, the guidelines of the Netherlands Advertising Code [Reclame Code Commissie], the Agreement and/or Netiquette, nor is the Customer allowed to use Tilaa infrastructure for offering anonymized services. These acts include, but are not restricted to:
    1. spam: sending unsolicited bulk messages by e-mail or fax;
    2. breaching Intellectual Property Rights of any third party or acting in conflict with the Intellectual Property Rights of third parties;
    3. publishing or distributing child pornography;
    4. intentionally distributing computer viruses;
    5. hacking: the deliberate and unauthorised gaining of access to a computer system or part of it without the authorisation of the owner or manager;
    6. the sale of illegal goods and/or services the sale of which is unlawful in the country of origin and/or country of offer;
    7. hosting TOR exit and relay nodes, open proxy servers and anonymous VPN services;
    8. the sale of non-existent products or products the Customer will deliberately fail to deliver.
  3. Customers are not permitted to run applications on the Tilaa Platform such that all available resources on a server are [more or less] continually running at full capacity. Examples of this include swapping caused by an insufficient amount of RAM, a high level of read and write operations, a continuous use of all available network or CPU resources. This could for example be caused by the use of Bitcoin, running benchmarks, public software mirroring, seeding torrents, web crawling and web-indexing.
  4. Tilaa makes use of a Fair Use Policy concerning the use of the network connections. The Fair Use Policy aims to prevent congestion of the network, nuisance for other users and disproportionate costs in relation with the product bought. If Tilaa notices excessive usage of the network connection, the customer will be notified and asked to reduce the use of the network connection. Tilaa has the right to take measures as of the moment of notification towards the Customer. These measures can be payment of extra charges, bandwidth limitation and all other measures that are legally required.
  5. If Tilaa is of the opinion that this poses a danger to the functioning of Tilaa’s computer systems or network or those of other customers, specifically due to poorly secured systems or activities of viruses, Trojans and other malware, Tilaa is entitled to take all measures it considers reasonable to avert or prevent this danger.
  6. The use of virtualisation software (nested virtualisation) on a Tilaa server is prohibited.
  7. Running applications on the Tilaa platform which by its nature increases the risk of DDoS attacks is prohibited without prior permission from Tilaa. Examples of this are game servers, IRC servers and websites with content for which resistance is to be expected. In case Tilaa decides there is an emerging threat for proper operation of Tilaa systems, its network or other customers Tilaa is allowed to cancel prior approvals with immediate effect.
  8. Sending e-mails to large groups of recipients is only permitted with Tilaa’s express permission. Tilaa only gives permission when the individuals who will receive the e-mail have opted in for the service, have been fully informed about the intention and frequency of the service and if each subsequent e-mail sent contains a straightforward opt-out procedure. The operation and effectiveness of the opt-out procedure should be verifiable and auditable by Tilaa's request. Sending e-mail to e-mail addresses purchased from third parties is prohibited. Tilaa reserves the right to withdrew its permission when, for example, 0.5% of recipients report receiving unwanted e-mails.
  9. In identifying Customers’ fraudulent intentions, Tilaa is entitled to compare telephone numbers, IP addresses, e-mail addresses and other Customer details with internal and external databases.
  10. If Tilaa is of the opinion that it has identified cases such as those stated in paragraph 2, 3, 5, 6, 7 and 8 of this article, Tilaa is entitled to remove the information placed by the Customer and/or block access to the Service and/or Ancillary Service temporarily or permanently and to charge the costs referred to in article 5 paragraph 11, 12 and 13. If such a situation arises, Tilaa is entitled to place the Customer’s server in quarantine, which results in restricting network traffic.
  11. The Customer is responsible for the use and application of the hardware and software of the Service or Ancillary Service supplied by Tilaa, and for monitoring and security procedures and effective management.
  12. It is the Customer’s responsibility to keep the passwords issued to him/her by Tilaa strictly confidential. The Customer is not permitted to transfer passwords provided by Tilaa to third parties. The IP addresses loaned to the Customer remain the property of Tilaa at all times. Tilaa solely grants the Customer non-transferrable rights of use. The Customer cannot claim IP addresses. Tilaa is not responsible for the misuse of passwords and may assume that a Customer logging in is actually the Customer. The Customer must inform Tilaa of any known or suspected unauthorised use of passwords. In such cases, Tilaa is entitled to take effective measures.
  13. If access to the Services and/or Ancillary Services is blocked on the basis of the stipulations set out in paragraph 2, 3, 5, 6, 7 and 8 of this article or paragraph 2 of article 11, Tilaa is entitled to charge the related costs and the costs involved in blocking access to the Service and/or Ancillary Services to the Customer. Blocked access to Services on the basis of paragraph 2, 3, 5, 6, 7 and 8 of this article or paragraph 2 of article 11 will under no circumstances result in a refund of paid service fees, advance payments nor prepaid account credit.
  14. The Customer is responsible for informing Tilaa in a timely manner of any changes to his/her name, address, place of residence, bank or giro account or credit card details and of any other [altered] circumstances that could be of significance to the implementation of the Agreement.
  15. Tilaa offers trial use of the server, free of charge and without obligation, for a pre-arranged period. During this trial period, Tilaa is entitled to restrict network connectivity to prevent misuse [such as outgoing mail traffic or a bandwidth limit]. During the trial period, the Customer cannot claim compensation from an uptime guarantee or SLA. At the end of the trial period, the Customer’s server and the data it contains will be destroyed unless the Customer and Tilaa conclude an Agreement for the supply of Services in a timely manner. The size of a server cannot be adjusted during the trial period. The Customer has the option of giving up the free and informal trial period in writing to remove the previously mentioned limitations.

Article 7. Security and availability

  1. Tilaa is entitled to relocate, shut down or remove equipment if compelled to do so by unforeseen circumstances.
  2. Tilaa has the following server layers:
    1. Platform layer: enabling:
      1. availability of the internal network and connectivity from and to the internet;
      2. availability of physical hosts;
      3. availability of the infrastructure up to the bios layer of the virtual server.
    2. Operating system layer: the operation system.
    3. Basic software layer: the following list of software is supported: MySQL, Apache, Nginx, DirectAdmin, cPanel, Postfix, Keepalived, Memcache and PHP. Tilaa only supports DirectAdmin and cPanel add-ons included with these products. Upon request other software might be part of the software layer after explicit permission from Tilaa in writing. Tilaa reserves the right to cancel prior approvals.
    4. Application layer: the other software the Customer runs on the server: web applications, programmes, scripts, etc.
    5. Redundancy layer: software from the basic software layer (layer 3) which is at least duplicated on different virtual servers, designed to automatically eliminate downtime due to any failure or malfunction.
  3. As specified in the above paragraph, server updates apply on layers 2, 3 and 5. Tilaa can perform server updates for a monthly fee. Tilaa undertakes to ensure that the server’s software layer is up to date.
    Maintaining software updates is limited to OS [Operating System] updates, software that is distributed together with the OS and updates of a control panel delivered by Tilaa. When implementing updates, Tilaa does not take into account any configuration alterations or changes made by the Customer to the working of additionally installed software that was not supplied along with the OS.
  4. Tilaa is entitled to temporarily take its systems [networks] off-line wholly or in part to perform routine maintenance or to upgrade them. Where possible, Tilaa shall endeavour to ensure that such maintenance is performed outside office hours, and will make every effort to inform the Customer of the planned outage in a timely manner. However, Tilaa is at no time liable for compensation relating to such a shutdown, nor shall planned maintenance activities constitute any infringement of availability guarantees that have been given.
  5. Tilaa endeavours to ensure that the [Ancillary] Service is available twentyfour [24] hours a day, seven [7] days a week, striving to provide maximum Service availability and quality. However, Tilaa cannot guarantee that the Service will be uninterrupted or error free.
    Tilaa gives no guarantee that the telephone lines, the Internet and/or other networks provide optimal use and access when Tilaa relies on third party telecommunications providers for the use and/or provision of this connection.
    Tilaa has no obligations regarding the availability, reliability or other performance requirements of telephony lines, the Internet and/or other networks and the facilities obtained from them, with the exception of the Tilaa network.
  6. Tilaa guarantees that layer 1 as defined in paragraph 1 of this article is 99.95% available [the uptime guarantee]. The availability is measured on a per-month basis. When calculating the uptime availability, service outages due to planned maintenance work, activities carried out by third parties aimed at disrupting uptime or stability such as DDoS attacks, virus outbreaks and factors over which Tilaa has no influence, such as natural disasters, airplane crashes are not included in the periods when the service was unavailable. Downtime at the request of a regulatory body, court ruling or other public authority will also be excluded.
  7. Planned maintenance is defined as maintenance that is announced at least 120 hours in advance. Where possible, Tilaa shall endeavour to limit the noticeable impact of those maintenance activities by keeping maintenance activities to the absolutely necessary minimum, limiting the duration of the maintenance activities, and carrying procedures out during off-peak hours.
  8. If the uptime guarantee is not realised, the Customer is entitled to compensation on condition that the Customer has met his/her payment obligations arising from this Agreement.
  9. Should Tilaa fail to meet the uptime guarantee the Customer can request a credit per e-mail via the Tilaa helpdesk. The amount of credit the Customer can claim is calculated as followed:

    actual downtime minus permissible downtime = downtime that is eligible for credit.

    Tilaa uses a fixed compensation percentage of 100 x the downtime that is eligible for credit divided by the total period of the month where Tilaa did not meet the uptime guarantee. The compensation amount is the compensation percentage multiplied by the monthly costs of the server with a maximum of 3 times the monthly costs.

Article 8. Liability indemnity

  1. Should Tilaa fail to perform one or more of its obligations arising from an Agreement, the Customer shall declare Tilaa to be in default unless performance of the said obligation remains permanently impossible. In that case, Tilaa is immediately in breach of its obligations. The notice of default shall be given in writing whereby Tilaa shall be given a reasonable time within which to remedy the breach.
  2. In the event of an attributable breach of contract, Tilaa is liable for damage sustained by the Customer in so far as determined by law, and with due regard for that which is set down in paragraph 3 of this article. Tilaa has no further liability for the performance of information services and, with due regard for that which is set down in paragraph 3 of this article and in so far as this is provided for in Section 196[c] of Book 6 of the Dutch Civil Code.
  3. The total liability of Tilaa, for whatever reason, shall be limited to compensating direct damage to a maximum of the fee paid by the Customer for [Ancillary] Services during the last three months prior to the incident or series of connected incidents or, alternatively, to the compensation scheme Tilaa offers, at Tilaa’s discretion. In no event shall the total compensation for direct damage amount to more than the compensation paid by Tilaa’s liability insurer in certain cases. Direct damage is exclusively defined as:
    1. proof of reasonable costs that the Customer would need to incur in order to ensure that Tilaa’s obligations arising from the Agreement are met. However, this damage is not compensated if the Agreement is dissolved or if the damage is attributable to the Customer;
    2. damage to software and hardware, which is defined as: material damage as well as faulty or non-functioning equipment. Tilaa is not responsible for damage to software;
    3. material damage to other properties of the other party and/or third parties;
  4. Tilaa shall not be liable for damage resulting from missing information/data because the Customer did not receive the [Ancillary] Service nor for damage resulting from information/data transported via the network.
  5. Tilaa shall at no time be liable for indirect damage, including consequential damage, loss of profits, lost savings, loss of data and loss due to business interruption and idle periods.
  6. Any right to compensation always depends on the condition that the Customer reports the damage in writing to Tilaa as soon as possible [no later than one year] after it occurred.
  7. The Customer agrees to indemnify Tilaa and Tilaa staff for all third-party claims, specifically third-party product liability claims resulting from a fault in a product or system supplied by the Customer to a third party and that partly comprised of hardware, software, websites, data files or other content supplied by Tilaa unless and in so far as the Customer proves that the damage was caused by the hardware, software, websites, data files or other content.
  8. The Customer can use networks directly or indirectly connected with the Tilaa network on condition that when the Customer accesses a third-party network, the Customer shall abide by the legal and other conditions that currently govern the use of that network. Tilaa cannot reasonably be expected to deliver the conditions referred to in this paragraph to the Customer. The Customer agrees to indemnify Tilaa for any claims resulting from failure to comply with that which is stipulated in this paragraph.
  9. The liability limitations stated in paragraphs 3, 4 and 5 of this article similarly apply to indemnifications.

Article 9. Pre-payment/security

  1. Tilaa is at all times entitled to request pre-payment or security before delivering its performance or continuing to do so, respectively. If the Customer fails to provide pre-payment or security, Tilaa’s duty to perform ends, without prejudice to Tilaa’s right to compensation of all damages, costs and interests by the Customer.

Article 10. Duration and termination of the Agreement

  1. The duration of the Agreement begins on the date on which Tilaa provides the Service or Ancillary Service to the Customer.
  2. The Agreement is entered into for an indefinite period unless otherwise agreed in an Agreement that is requested in the way stipulated in article 3 paragraph 1, subparagraph a.
  3. When an Agreement for a definite period is entered into as described in article 3 paragraph 1, it cannot be terminated early. One [1] week prior to the expiry of this definite period at the earliest, Tilaa shall send the Customer an e-mail with a proposal to extend the Agreement. If a new Agreement has not been established with the Customer by the last day of the definite period at the latest, the Agreement is legally extended as Agreement for an indefinite period in accordance with the conditions as agreed with the Customer for a definite period. Any discounts applied to the Agreement for a definite period will expire.
  4. In the case of an Agreement as stated in paragraph 2 of this article, the lack of a written termination results in extending the Agreement with the same period as in the original Agreement.
  5. The Agreement for an indefinite period can be cancelled until the end of the next invoice period. Invoice periods do not need to concur with calendar months.
  6. Termination can occur [a] in writing or [b] electronically via Tilaa’s website. The moment when Tilaa receives notification of termination is the moment of termination. Tilaa notifies the Customer in writing or electronically that it has received the termination and the date on which the services will end.
  7. Tilaa is entitled to terminate the Agreement with immediate effect or to block access to the [Ancillary] Service, temporarily or permanently, if the Customer fails to meet one or more of his/her obligations arising from the Agreement and/or the general conditions and/or fails to comply with Ancillary conditions.
  8. In the event that Tilaa blocks access, the Customer is still liable to pay fees relating to the Agreement, during the period of this block. Furthermore, Tilaa reserves the right to full compensation.
  9. Tilaa is entitled to terminate the Agreement with immediate effect without requiring notice of default and without application to the court, if the Customer:
    1. has given Tilaa false and/or incorrect details;
    2. has failed to provide correct details or changes [in a timely manner];
    3. entered into the Agreement under false pretences;
    4. has applied for a moratorium or a moratorium has been granted;
    5. is in receivership or administration, or is losing the right to dispose over his/her assets, also in the event of debt restructuring;
    6. has filed for bankruptcy or has been declared bankrupt;
    7. is deceased or [in the case of legal persons] is being wound up.
  10. Tilaa is entitled to refuse requests for a[n] [Ancillary] Service and/or to dissolve the Agreement with immediate effect if there are reasonable grounds for doing so. In specific, if there is a reasonable assumption that the Customer will fail to meet obligations on the grounds of the Agreement, or will meet them only in part: for instance if Tilaa doubts, or has information concerning the creditworthiness or poor payment history of the Customer towards Tilaa or third parties. Tilaa may obtain such information from third parties. Tilaa may request a copy of identity documents or a copy of a credit card in the event of doubts concerning the legitimacy of the request or the identity of the Customer. Tilaa may attach consequences to any refusal to provide this information to Tilaa.
  11. The Agreement requested in the way stipulated in article 3 paragraph 1, subparagraph a can, unless otherwise agreed, be terminated by the Customer without giving reasons and without paying a penalty within fourteen [14] days after the Agreement came into effect. The Customer must notify this in writing in an e-mail to Tilaa. Tilaa must receive this cancellation within the aforementioned period. The cancellation period does not apply to billing of consultancy fees, capacity changes and order of ancillary services when the Customer immediately starts using the product.
  12. During the test period, parties who are not Customers may use one of Tilaa’s Services and/or Ancillary Services.
  13. The right to terminate the Agreement lapses when, with the consent of the customer, the implementation of the Agreement began before the period of fourteen [14] days’ reflection time.
  14. The Agreement requested in the way stipulated in article 3 paragraph 1, subparagraph b cannot be terminated early.

Article 11. Suspension of Services and retention of title

  1. In the event of a failure to perform any obligation under the Agreement that is non-attributable to Tilaa, Tilaa’s obligations are suspended. Failures that are non-attributable to Tilaa are at all events: malfunctions resulting from the incorrect configuration of Services or Ancillary Services whereby the Customer is responsible for managing the service.
  2. Tilaa reserves the right to temporarily suspend and/or limit the use of the agreed Services if:
    1. the Customer has failed to meet [one of] his/her obligations towards Tilaa regarding the said Services;
    2. the Customer’s actions and/or omissions pose a threat to the functioning of the system of Tilaa or that of third parties;
    The obligation to pay the fees owed periodically remains in force during the suspension, unless the reasons for the suspension are not attributable to the Customer.
  3. Service is resumed after the Customer has met his/her obligations within a period set by Tilaa, and after payment has been received for the fee that has been established for Service resumption.
  4. The expiry of the period stated in the foregoing paragraph is considered a sufficiently compelling reason for terminating the Agreement with immediate effect.

Article 12. Intellectual Property Rights

  1. All intellectual property rights on all software developed or made available pursuant to the Agreement such as analyses, documentation, reports, quotations, as well as the preparatory material, remain vested exclusively in Tilaa or its licensors. The Customer is granted the user rights and permissions that are expressly or otherwise granted by these conditions and shall not reproduce or make copies of the software or other content.
  2. The Customer is not permitted to remove or modify any copyright notices or trademarks, brands or logos or other intellectual property rights referred to in paragraph 1.

Article 13. Rights of use

  1. Subject to the stipulations of article 12 Tilaa grants the Customer the non-exclusive rights of use of the software developed or made available pursuant to this Agreement such as analyses, documentation, reports, quotations, as well as the preparatory material. The Customer shall at all times strictly comply with the restrictions on use agreed between the parties. Notwithstanding the other stipulations of these General Terms and Conditions, the Customer’s rights of use solely permit the Customer to use the software.
  2. The rights of use terminates if an in so far as the Customer fails to comply with his/her obligations on the grounds of the Agreement wholly or in part.

Article 14. Obligation of secrecy

  1. The Customer undertakes to maintain secrecy concerning all confidential information regarding the organisation, customers, data files and deliverables of Tilaa, which it receives from Tilaa.
  2. The Customer shall not divulge the content of the reports, recommendations or other communications from Tilaa, whether or not in writing, that were not drawn up or given with the intention of providing the information to third parties unless the Customer has received written consent from Tilaa to that effect. This does not, however, apply to the disclosure of any information for a proper purpose to a public authority or any regulatory body, or to a court of law, in the event that Tilaa acts on its own behalf in administrative, civil or criminal proceedings whereby that information may be of importance.
  3. The obligation of secrecy will continue to apply until at least two [2] years after the termination of the Agreement, or longer pursuant to statutory regulations.

Article 15. Force majeure

  1. Tilaa shall not be responsible for any failure to provide any Services or perform any obligation under the Agreement in the event of force majeure, which includes outages or disruptions of the Internet, the telecommunications infrastructure, power outages, riot or civil commotion, mobilization, war, shortages of or inability to obtain shipping, strikes, lockouts, work stoppages, equipment or delivery shortages, fires, floods, import and export embargoes and facilities shortages such that Tilaa cannot reasonably be expected to carry out its obligations under the Agreement, or if the Agreement is terminated when the effect of the force majeure event lasts longer than ninety [90] days, without liability to pay damages.

Article 16. Amendments to the General terms and conditions

  1. Tilaa reserves the right to modify or supplement these conditions.
  2. Amendments also apply to Agreements already in effect, with due regard for a term of thirty [30] days after the amendment has been announced on Tilaa’s website or by electronic message. Changes of a minor nature can be made at any time.
  3. If notification is sent electronically, it will be sent by e-mail to the contact e-mail address provided to Tilaa by the Customer.

Article 17. Protecting and processing personal details

  1. Tilaa processes the Customer’s personal details for the purpose of implementing the Agreement and for the good management and running of its system and [administrative] monitoring activities. This processing applies to all subscription and transaction data, is available only to Tilaa and is not provided to third parties unless Tilaa seeks the assistance of third parties in connection with the Service, has reason to investigate the Customer’s creditworthiness or when Tilaa is obligated to do so pursuant to the law or a court ruling.
  2. Tilaa can use the personal details referred to in paragraph one in the provision of the Services, to invoice the Customer for those services, and for payments relating to inter-connection or other access services, for transaction management, dispute settlement and for preventing and tracing fraud and irregularities.
  3. Tilaa can use the Customer’s personal details for debt collection [including using the services of a debt collection agency], and to analyse the Customer’s creditworthiness [or ask a third party to do so].
  4. Tilaa takes reasonable technical and organisational measures to ensure the security and safety of its system, taking into account the nature of the risks, the latest technical advances and the costs of their implementation.
  5. The Customer has a right to inspect the way in which his/her personal data is used by Tilaa, as stipulated in the Personal Data Protection Act [Wet Bescherming Persoonsgegevens or Wpb].
  6. The Customer shall ensure that the party responsible in the sense of the Personal Data Protection Act will fulfil all the obligations arising from the Personal Data Protection Act. The Customer indemnifies Tilaa for all third-party claims that might be brought against Tilaa on the grounds of the Personal Data Protection Act.

Article 18. Applicable law and disputes

  1. These General Terms and Conditions are governed by the laws of The Netherlands.
  2. The Customer and Tilaa can bring disputes between the Customer and Tilaa regarding the formation of Agreements concerning a Service delivered or to be delivered by Tilaa before the court of competent jurisdiction in Amsterdam. Tilaa can also decide to bring the dispute before the court of competent jurisdiction in the place of residence of the Customer.

Section B - Service Level Agreement

In addition to that stipulated in Section A of these General Terms and Conditions [article 1 up to and including article 18], the stipulations of this Section B [article 19 up to and including article 24] apply to the application of the Service Level Agreement that the Customer has entered into with Tilaa.

Article 19. SLA 1 [standard]

The Customer is standardly entitled to:

  1. Assistance and support on the Tilaa Platform during the helpdesk opening hours, five [5] days a week from Monday to Friday 09.00 to 18.00 [layer 1, as defined in article 7 paragraph 2 (1)].
  2. Access to Tilaa’s 24-hour emergency telephone support in the event of a layer 1 failure. A first response time of one [1] hour applies.

Article 20. SLA 2

If the Customer enters into SLA 2 he/she is entitled to:

  1. Assistance and support on the Tilaa Platform during the helpdesk opening hours, five [5] days a week from Monday to Friday 09.00 to 18.00 [layer 1, as defined in article 7 paragraph 2 (1)].
  2. Access to Tilaa’s 24-hour emergency telephone support in the event of a layer 1 failure. A first response time of one [1] hour applies.
  3. Assistance and support on the OS layer [layer 2, as defined in article 7 paragraph 2 (2)] and the basic software layer [layer 3, as defined in article 7 paragraph 2 (3)] of up to half an [0.5] hour a month with a first response time of one [1] hour on weekdays from 09.00 to 17.00 [Dutch time zone] excluding Sundays and public holidays [generally observed in The Netherlands].

Article 21. SLA 3

If the Customer enters into SLA 3 he/she is entitled to:

  1. Assistance and support on the Tilaa Platform during the helpdesk opening hours, five [5] days a week from Monday to Friday 09.00 to 18.00 [layer 1, as defined in article 7 paragraph 2 (1)].
  2. Access to Tilaa’s 24-hour emergency telephone support in the event of the failure of layer 1 and/or 5 [layer 5 as defined in article 7 paragraph 2 (5)]. A first response time of one [1] hour applies.
  3. Assistance and support on the OS layer [layer 2, as defined in article 7 paragraph 2 (2)] and the basic software layer [layer 3, as defined in article 7 paragraph 2 (3)] and the redundancy layer [layer 5 as defined in article 7 paragraph 2 (5)] of up to one [1] hour a month with a first response time of one [1] hour on weekdays from 09.00 to 17.00 [Dutch time zone] excluding Sundays and public holidays [generally observed in the Netherlands].

SLA 3 is only available in combination with a server update pack.
SLA 3 is not applicable in combination with root or Administrator access to the server(s).
SLA 3 is only available if the platform to be supported has a redundancy layer (layer 5).

Article 22. Software support

As a rule, no support is provided for a server’s software layer. For a monthly fee, Customers can contact the Tilaa helpdesk with any questions concerning software. Tilaa will deal with queries concerning the OS layer and basic software layer of the server [layer 2 and 3, as defined in article 7 paragraph 2 (2) and (3)].

Article 23. SLA 1, 2 and 3 and software support

The following also applies to SLA 1, 2 and 3 and software support:

  1. If Tilaa fails to meet the Customer’s rights, the same compensation as that stipulated in article 7 regarding Tilaa’s failure to meet the uptime guarantee, applies.
  2. Support includes: providing verbal [telephone] and written [e-mail] advice concerning the usage and functioning of the deliverables.
  3. Assistance includes Tilaa carrying out activities on the server at the request of the Customer.

Article 24. Procedure for Reporting Malfunctions

The Customer must follow the procedure set out below when reporting malfunctions:

  1. Customer checks to see if Tilaa has sent notification of planned maintenance by e-mail.
  2. Customer checks to see if Tilaa is already aware of the malfunction and if it has already been reported via the malfunction and maintenance reports in the Tilaa Dashboard.
  3. Customer checks that the cause of the malfunction falls within Tilaa’s responsibility, in accordance with the SLA purchased [layer 1,2, 3, 4, or 5 as defined article 7 paragraph 2]
  4. When none of the aforementioned applies, the Customer has the right to contact Tilaa through the appropriate channels:
    1. During office hours: per mail on support@tilaa.com or per telephone on +31-85-2100500.
    2. Outside of office hours: telephone only on +31-85-2100500. A 24/7 pin code is required which is displayed on the Tilaa dashboard and in the sign up email.
    3. Office hours are from Monday to Friday from 09.00 to 17.00.
  5. After reporting a malfunction the Customer ensures that he/she is available on the telephone numbers and at the e-mail addresses given in the Tilaa Dashboard. When this is not the case, the Customer must be pro-active and give Tilaa alternative contact details when reporting the malfunction.
  6. A first response time, specified in the applicable SLA, applies to the report.
  7. Within the applicable first response time, Tilaa shall give an indication of a reasonable “ERT” [estimated repair time].
  8. When the Customer phones the 24-hour emergency support number for issues that are not covered by the support, Tilaa will charge a minimum of a one [1] hour out of hours consultation fee, as opposed to the fee applicable at the time.
  9. When deciding whether a specific issue falls within the support provided, Tilaa’s decision prevails.
  10. Customer has no claim to service on the grounds of a concluded SLA if he/she is in default of payment and the payment term has expired.