Algemene voorwaarden

Algemene voorwaarden/Delivery Conditions RIAN BV
Statuut Croy 17B 5653LC Eindhoven Nederland KvK nummer 17077213 te Eindhoven.

These conditions include the supply of Tooway Netherlands; Internet by Satellite or Rian projects and Rian metal ware factory.
1.1 These conditions are part of all our offers and agreements, both in respect of the supply of goods and in respect of the provision of services and or providing services including subscriptions meaning internet by satellite or pay TV .
1.2 Additional and / or different terms and conditions of the client or third parties – including fellow Purchase conditions  – are not binding us, unless by our written acceptance .
1.3 In these Terms contradiction with any client or Third parties, these conditions prevail .
1.4 These Terms and Conditions shall apply and should be placed to all legal acts concerning contracts regardless of residence or place of business or principal or country where the contract has been concluded or executed.
1.5 If the judicial power by one or more provisions of these terms and conditions is declared void  the other provisions will remain undiminished in force .
1.6 By signing our offerings, and Tooway login forms, the client /consumer accepts to have taken notice of this conditions on our website accessible to everyone, and thereby agree to be gone .
1.7 Our terms and conditions form part of the terms of the Royal Metal Union of the Netherlands.
By dispute and the extent not specified in our terms we refer to these terms and conditions of the Royal Metal Union Netherlands.

2. Offer and Similarity
2.1 Offers are non-binding , unless a period of acceptance exist. Tooway speed mentioned are max receiving speed and not guaranteed.
2.2 If a quote contains a non-binding offer and demand by the client is accepted , we have the right supply within eight working days of receipt of the acceptance check.
2.3 We have the right , if the contract for the supply of a case or to conduct Work is not a match, all costs we had to make to the presentation may be provided charged to the client.
2.4 Tooway connections are established only after the consumer or installer, hardware, activation and first three months of subscription, including one month security, deposit was sent to Rian .
2.5 Tooway compounds are incurred for the minimum duration of 3 months , after which the implied contract of indefinite duration is extended , unless otherwise agreed in writing .
2.6 If it is another term matches in writing, the connection will end at the agreed expiry date .
2.7 Tooway can be canceled within 8 days after the login and then every month with a notice.
2.8 If a match is incurred for the period of 1 or 2 years and was disbanded within the agreed period, it will be a penalty of € 100, and will become the month’s that the subscription has run , and is billed on the monthly rates 1 year and 2 year period, yet be invoiced with monthly rates based on the actual duration .
2.9 Tooway subscriptions run until the day of the next month in which they were entered .
2.10 Rian bills the current day of the month at the start of the subscription , the following at the beginning of the month and are working to advance force of 1 month.
2.11 Rian BV shall use its utmost efforts to provide information and changes from Tooway / Skylogic to the user, but is only responsible for the operation of the hardware and transmission of internet signals between the modem and the servers from Skylogic to and from the Internet .
2.12 If our offer is not accepted, we have the right any and all costs which we have had to make for the presentation, possibly invoicing to the commissioning.
2.13 The Client may not confer rights to advice and information it receives from us as it does not relate directly to the command .
2.14 Client indemnifies us all claims by third parties relating to and, use of drawings , calculations , designs , samples and functionality of the materials required by the client .
2.15 Commissioner may on his own account processing examined the materials we recommend.

3. Prices
3.1 If in the offers or order confirmations not otherwise specified, we specify the price exclusive of VAT and packing , shipping , insurance and apply it for delivery on workshop , factory or warehouse.
3.2 If by any governmental cost-raising taxes , import duties or taxes are introduced or changed , we have the right to make these changes by calculating , even if agreed that the price will be firm , without it may lead to the cancellation of orders given by the client .
3.3 All mentioned prices and rates are subject to change without notice and only valid for the stated maturities as noted in our documentation, and subject to expiration of temporary measures.
3.4 For Tooway internet are gross prices in Euro excl . VAT , unless otherwise stated .
3.5 Rian – Tooway Netherlands reserves the right at any time , specifications , prices and rates to change , provided that the recipient of ongoing contracts at the time of price increase with immediate effect the contract may decompose, in except through the State -imposed rules , and if a price reduction is concerned , or provide more speed or more data volume for the same price .
3.6 A higher price because of basic factors arising after the conclusion of the agreement by us shall be charged to the client as the fulfillment of the agreement at the time of the rise has not been completed .
3.7 The price of all the work are not included except if written agreement:
The cost of land – piling – up-heel – foundation – masonry – carpentry – plasterer – painter – papering-repairs and cutting of tree’s or hiring special equipment to do so .
The cost of connection of gas – water or electricity, or prevention of damage at or near the present work goods or matters, and disposal of materials , construction materials or waste expenses.

4. Supply and Delivery
4.1 The delivery times provided by us and will never be considered statutory period , unless otherwise expressly agreed. By not delivery on time we must been written by notice of default to be set.The delivery time indicated under the conditions shown in the acceptance of the contract are known .
4.2 We have the right supplies to postpone as long as a client has not fulfilled his obligations against us though. This suspension applies till the time that the client still has to fulfill this obligation .
4.3 The by us delivered goods remain the risk of the client. The choice of the transport mode is determined by us. Securing the transport business is not done, unless the client specifically requests for it . In that case, the costs incurred shall be invoiced to the client.
4.4 Tooway internet provides internet access by satellite which at all times has a latency delay from minimum 730 mSec. Clients must at all times investigate to whether this latency can be problematic for procedures that he wish to perform, extend outside the normal surfing , e -mailing or telephoning by the Tooway compound.
4.5 Tooway offers both consumers and B2B subscriptions,  where only the B2B has all commercial ports open to the Internet. Consumers subscription using a changing IP address ( DHCP ) , business B2B has fixed IP by Tooway made available. Clients must at all times prior to study which plan they will carry the procedures through which this connection needs . In this section we refer to article 2.5 . AD HOC solutions are available on request .
4.6 The compounds provide the quantity data until they are exceeded . Then with the consumers subscriptions the speed will slow the connections until they are available to the first new next month, and the full volume / speed becomes available again. Business subscriptions do not. One can choose a more expensive plan. For information on this , please refer to our price list.
4.7 Standard one IP address is provided. More IP addresses , among other things, for VOIP can be hired .
4.8 If the data volumes are exceeded , one can wait with a slow connection to the next month, or surcharge volume boosters which are available and make the connection at full speed working again from that moment until the new date , or the boosters are consumed. Boosters are pre- paid and will remain available as long as the subscription is active , except for the B2B connections allowing boosters advance at a lower rate buy. This month lapse if the deadline expires. In this we refer to our price list.
4.9 The delivery start only when on all commercial and technical details were agreed , all necessary data , final approved drawings etc. in our possession , the agreement ( term ) payment is received and the conditions necessary for the performance of the contract is fulfilled .
4.10 If there is more work than expected, it can be carried out as soon as it is in the planning.
4.11 If there is unworkable weather, the delivery and / or performance period is extended to the end of the resulting delay.
4.12 Delivery takes place ex works , ” ex Works ” in accordance with Incoterms 2000 ; the risk of things going on at the time the goods leave our premises .
4.13 Notwithstanding 4.12, the client may request for transfer the goods to them. The risk of storage, loading , transport and unloading rest in that case from the client.
To the extent that the risk does not fall within the transport insurance , client can assure itself against these risks .
4.14 There has been talk about paid more or less work if there is a change in the design, specification , or scope , or information provided by the client does not match the reality of the estimated amounts by more than 10 %.
4.15 Client ensures that we can work undisturbed and at the agreed time, and the implementation of the activities made ​​available to, (if necessary), with gas, water, heating, electricity and based on the Working Conditions Act and regulations prescribed facilities . If the work is going to take several days, a lockable dry storage must be available .

5. Completion
5.1 The work is as completed when:We made a process of delivery and sent it by e-mail or post to the client, who has not complained within Fourteen days in written notice, and it signifies work have approved .Client start using the work or a portion thereof .Client has not been approved the work on the basis of minor defects or missing components that can be repaired or been delivered within 30 days and commissioning of the work does not been overruled.5.2 If the customer do not approve our labor, he should be giving its reasons in writing to us , so he gives us the opportunity to assess the work re- deliver .

6. Advertisement
6.1 The Client shall complaints goods delivered, or work performed , including Tooway subscriptions , which include client reasonably have to discover within fourteen days after the delivery or mutation occurred or the work is completed, write us to inform . Exceeding this time limit expires the claim against us in respect of defects or errors .
6.2 In the case of which we found complaints grounded about the delivered goods, or services , we have the right to repair the goods , or passing through to replace for similar things. We are not liable for payment of any damages,unless such damage is due to our gross negligence.
6.3 In the case of which we found complaints grounded about our work carried out , we have the right to change the work to be completed within a reasonable time to properly perform .
In this case , we are not liable for compensation for any damages, unless such damage is due to our gross negligence .
6.4 By filing a complaint, the duty to pay regarding the matters in dispute,is not being suspended.
6.5 Returns without prior authorization from us is not allowed .

7. Guarantee
7.1 Rian BV – Tooway Netherlands grants for a period of 6 months after delivery ensures the proper execution of their work.
7.2 Rian BV guarantees 12 months the validity of goods which we manufactured and supplied materials . If the materials which we have bought and delivered, we maintain the factory warranty from the manufacturer.
7.3 If it is found that materials are not properly delivered , by us or the manufacturer to evaluate , we will repair or replace it . The repair materials are send by us free to the client , who will return the defective materials free at our company .
7.4 Onsite disassembly and assembly of pre-adjustment , and any travel and accommodation expenses incurred , shall be borne by the client.
7.5 Client may be invoked only guaranteed if he meets all obligations to us has met .
7.6 No warranty is given when defects are the result of :Normal wear and tear.Indiscriminate use or installation.Not or incorrectly performed maintenance.Inferior installation, construction, alteration or repair by the customer himself or a third partFrom the outside coming evil as Storm – lightning – flooding – static charges –high voltage – vandalism – war and harassment7.7 No warranty is given for materials in the work or project provided by client itself or are supplied on its behalf.
7.8 Rian cannot give warranty at the Tooway speed while these are depending on the Skylogic network policy, the weather conditions, and the situation at receiving site.

8. Payments
8.1 Payment must be made within thirty days after the invoice date without deduction of any rebate , except for the possible 2 % credit limit on VAT exclusive amount. Offsetting is not allowed. Discount deduct VAT on the invoiced amount is not allowed.
8.2 We have the right at any time , demand advance payment , cash payment or security for the payment.
8.3 The commissioning by payments made to continue stretching punishments of all interest and judicial or extra-judicial costs , then the invoices that last are due, even if the client states that the compliance relating to billing .
8.4 In the event that the payment deadline is exceeded , we are entitled to from the due date of the invoice, to charge an interest rate of 1.5 % to the client, with a portion of the month for an entire month is counted .
8.5 If payments are omitted, Rian BV – Tooway Netherlands – Internet by retention the right to the connection temporarily , if not permanently taken out of air, without being responsible for damage claims .
8.6 Failure or not timely fulfill any requirement of client , we have the right to to charge extrajudicial collection costs to him. These costs will be calculated according to the current degressive incasso tarief of the Dutch Bar Association.
8.7 Payments for Tooway internet serve one month in advance to be paid .
8.8 Only in the Netherlands , these payments collected from continuous direct debit to a bank or giro institution to which the client has authorized in writing Rian .
In case of returning the direct debit without any by Rian excepted reason or consultation we will invoice 15,00 € administration costs. In the rest of the world we only deliver subscriptions for one year paid in advance.
8.9 If any direct debit is possible ( for clients which are overseas resident and have no Dutch nationality bank) , the subscription is activated only after full payment of the session invoice for overseas from being gone 12 months .
8.10 If there is a section 8.9 , the subscription will automatically expire on the date 12 months after activation unless the subscriber has paid the new invoice 30 days before the expiry was sent  The account of this is from the client.
8.11 If there is 8.9 or 8.10 will be re -activated once an amount will be charged .
8.12 Objections to invoices shall be made in writing to us within 7 days known after which we treat these complaints.
8.13 Return the debit does not safeguard non payment if section 8.12 is not fulfilled .
8.14 If client has not paid within the specified time limit, he is in default without any further notice.

9. Retention of title including intellectual property.
9.1 We shall retain all of our goods delivered to client , as long as the client does not have all the funds of the relevant agreement(s), it includes the interest, costs or damages , toward us has met .
9.2 Until ownership of the issue is not on the client ’s proceeding, he may not pledging the goods, or any other third party right to grant , subject in the normal course of its operation .
9.3 The client is obliged to vote, which are delivered under retention of title with due care and recognizable as our own preservation .
9.4 If the client fails to fulfilling its commitment or is impossible to pay by legal judgment, we are entitled to take back the goods which been delivered by us and are still in its possession.
9.5 Unless otherwise agreed in writing , we reserve the copyright and all rights of industrial property in the way we made ​​offers, submitted designs, graphics, drawings, prototyping,software.
9.6 The rights to mentioned in paragraph 9.5 shall remain our property whether or not the client for their preparation has paid . This information may , without prior express written permission of us will not be copied , used or shown to third parties . Commissioned to us by violating this provision a penalty of € 25,000 . This fine addition to damages under the law are advanced.
9.7 Client need to give back on demand the data provided to him under paragraph 9.5, returns within the deadline set by the client. Violates this provision, the client shall pay a penalty of € 1,000 per day violation .

10. Liability
10.1 We are not liable for damages , resulting from errors or omissions of third parties , with the consent of the client which we are responsible for supplying materials or performing work or services system, including obligations incurred by subscriptions of Tooway , to Sky Logic Italy and France Eutelsat .
10.2 We are only liable for products and activities which directly by Rian BV Netherlands Tooway are – produced , supplied , installed , or repaired.
10.3 The client binds the goods delivered by our acceptance. The client declares it to be the case in good condition and free of defects has decreased , unless it within fourteen days after the case is delivered to us in writing of these deficiencies informed. If not, within 14 days after the process of verbal acceptance by client commented the project and / or network as satisfactorily transmitted and deleted to justice .
10.4 The Client shall be deemed to be known to the operation of the business and is committed users and residents according to instructions.
10.5 The Client will indemnify us for all claims by third parties in respect of which it has delivered goods or he has done work unless law is established that these claims directly resulting from gross negligence on the part of us and the client also shows that him to the point no accusation strikes .
10.6 The Client undertakes in respect of liability to third parties delivered goods , by our wholly or partially manufactured , or materials for which we have delivered a robust, to accesses a good assurance company.
10.7 We are not liable for damage caused by external evil emanating including: storm water damage – lightning – overvoltage – vandalism – hostilities and harassment . This requires that the client where possible good assurance company.
10.8 We are not liable for damage , anyhow arise through changes of broadcast frequencies , modulation changes, compression , codec ’s data or video streams , Internet protocols and Internet traffic as such modified by broadcasters and service providers .
Or in any manner whatsoever , can no longer receive any transmitter or web in any capacity whatsoever.
10.9 We are not liable for damages caused by the non ( more ) may convey data and / or services on which we applied network. We are only responsible for the technical operation of the network as it is within the warranty period .
10.10 If the monthly or annual payments dispensed keeping Rian BV – Netherlands – Tooway the right to connection temporarily , if not permanently from the air without taking account for damage claims .
10:11 Rian BV shall use its utmost efforts to provide information and changes Tooway / Skylogic to give to the user, but is only responsible for the operation of the hardware and transmission of internet signals between the modem and the server in Turin to and from the Internet .
10:12 According to Dutch law, we need to resolve Tooway faults within 48 hours and a customer if a malfunction occurs within 48 hours is not entitled to compensate damages .
If a fault is longer than 48 hours , a customer can sustain up to one month subscription received as compensation

11. Supremacy
11.1 In case of force majeure , which is understood to be a circumstance under which we have no influence , and the supply , impede performance or impossible , OA reception of television or Internet traffic , a further company failure , a disturbance in the energy and material supply , a transport delay a strike or not or not timely supply by suppliers , the redundancies of our obligations under the agreement . In this case there is no law of the client’s damages.

12. Dissolution
12.1 If the Client to an obligation on us not fulfilling or suspension of payment applications , either come about in a state of bankruptcy, then we have the right ,without further statement or failing health intervention is required , all the involved client agreements resolved to declare , without prejudice to other statutory him to come right .
12.2 If client wants to dissolve the agreement without there has been a failure of us, and here we agree , the Agreement is terminated by mutual consent .
We have the right lost profits and costs to be incurred.
12.3 In the event Vendor shall be adjudged bankrupt, make a general assignment for the benefit of its creditors, or if a receiver shall be appointed on account of Vendor’s insolvency, or in the event Vendor does not correct or, if immediate correction is not possible, commence and diligently continue action to correct, any default of Vendor to comply with any of the provisions or requirements of the Order within ten (10) days after written request by Company that Vendor provides assurance of timely performance, Company may, by written notice to Vendor, without prejudice to any other rights or remedies which Company may have, terminate the Order. In the event of such termination, Company may take immediate possession of all Goods covered by the Order and complete the performance of the Order by such means as Company selects, and Vendor shall be responsible for any additional costs incurred by Company in so doing. Any amounts due Vendor for Goods or Services delivered by Vendor in full compliance with the terms of the Order prior to such termination shall be subject to set off of Company’s additional costs of completing the Order and other damages incurred by Company as a result of Vendor’s default. Waiver by Company of any default of Vendor shall not be considered to be a waiver by Company of any provision of the Order or of any subsequent default by Vendor.
1-2. Insolvency.This SA will automatically terminate in the event that the Contractor is insolvent or is declared bankrupt or is made subject to insolvency procedures, voluntary liquidation or its business is closed down.
1-3.Transfer of Terminals The following rules shall apply to the Terminals used by the Target Subscribers that will be transferred to Rian BV Waalre and to the determination of the relevant Terminals Transfer Cost:
(i) The ownership of any Terminal that has been purchased by the Contractor and leased to a Subscriber being a Target Subscriber will be transferred to Rian Waalre and the relevant Terminal Transfer Cost to be paid to Eutelsat shall in no event be higher than its remaining (non-depreciated) book value;
(ii) Any Terminal that has been leased by the Contractor under a Master Lease Agreement entered with Rian BV Waalre and subsequently leased to a Subscriber being a Target.
Subscriber will be carved out of the existing Master Lease Agreement. The Contractor will be released from its obligations under the relevant Master Lease Agreement starting from the date on which the Target Subscribers (and the relevant Terminals) will be transferred to Rian BV Waalre. Such transfer will in no way affect the amount of the Terminal Transfer Cost and the claim of the not paid invoice’s .

13. Matters not decreased
13.1 When business to exceed the delivery time is not decreased , they remain available to the client. Not taken matters are stored at the expense and risk of client and client does not absolve take off duty . We are always entitled to make use of Article 6:90 BW .14. Applicable Law14.1 On all our offers and agreements Dutch law applies to the exclusion of the uniform law on the sale of movable tangible property .
13.2 Disputes between the client and us, even if the client is in the country and outside the claimant will be submitted to the District Court in Den Bosch , provided legal provisions are not here to oppose .
13.3 The Parties may have a different form of dispute resolution , such as arbitration or mediation.
13.4 Were this English delivery conditions are in doubt about the exactly translation from the legal and jurisdiction Dutch document, this Dutch document is the only legal source where the court should take notice off.

15. Privacy statement
15.1 We refer to the GDPR and we declare that we have all necessary customer data such as name – address – telephone – mail address – bank and VAT number which by means of e-mail – letter – telephone and sometimes acquisition in our possession only in our internal invoicing system, the internal direct mail system, and the e-mail addresses are stored in the general mail server Flexmail.
This in order to invoice and to send the user a message. This data remains in our database as long as it is not requested to delete it. In connection with tax technical reasons, invoicing data can only be removed 5 years after date on request.
15.2 The customer always has the right to check and change his details on site and / or have them removed.
15.3 The information that is provided by customers themselves via the website will be removed from the server after they have been included in our internal invoicing system or the mail program.
15.4 We are unable to collect further personal data. Only the goods purchased from us and decreased internet volumes for invoicing are known. Where the internet data is used for or where it came from can not be retrieved by us. We therefore have no internet history of the users available.
15.5 General mailing takes place via Flexmail where the addressee can unsubscribe himself from the mailing if he is no longer interested in it.
15.6 We will never pass on privacy data to a third person unless the customer requests this himself e.g. if we function as an intermediary for Joyne, Tooway or 12connect, or if it is a problem in which this third party is involved. The data which we then pass on only contains what is necessary for the problem. The data of the customer are then stored by Joyne and 12connect in their database for which they are responsible but in which we can look for service purposes.
15.7 If desired, by sending an email to the complete data is permanently removed from our files.

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