General Terms & Conditions

These general terms and conditions are used by Keeyns B.V., with its registered offices and principal place of business in ’s-Hertogenbosch, the Netherlands, at Pettelaarpark 20, registered with the Dutch Chamber of Commerce under number 67450202, as well as the (legal) persons designated by Keeyns B.V. These general terms and conditions have been filed with the Dutch Chamber of Commerce under number 67450202 and can also be found at www.keeyns.com.

These terms and conditions consists of a general module and one or more specific modules per product or service by Keeyns. The provisions in the general module apply to all agreements between Keeyns and Client. The provisions of the specific modules shall apply in addition to the provisions of the general module in the event that Keeyns provides these specific products or services.

A.    GENERAL PROVISIONS

The provisions in this section apply to all offers and agreements relating to all products or services by Keeyns. 

1.    Definitions

1.1    In these general terms and conditions the following terms have the following meanings, whether used singular or plural:
Affiliate: any (legal) person that is controlled by or is under common control with Client;
Agreement: the agreement concluded between Client and Keeyns for the delivery of the Services and all related products and services offered by Keeyns to Client, consisting of the Order Confir-mation, the data processing agreement, these Terms and Conditions and, if applicable, any other incorporated documents that are mentioned in the Order Confirmation;
Client: any (legal) person awarding an order or contract to Keeyns including its employees and all external advisors which have been granted access to the KEEYNS Software;
Client Content: all content submitted by or shared through the Services by Client to Keeyns, ex-cluding any log files or audit files or other documents or information created by the KEEYNS Soft-ware;
DCC: Dutch Civil Code;
End User: any individual who uses the KEEYNS Software under the Agreement;
Keeyns: Keeyns B.V. and any legal successor thereof;
KEEYNS Software: the software developed by Keeyns which can be used by Client on a software as a service basis, consisting of a tax collaboration platform;
Order Confirmation: the applicable ordering document that describes the details of the order of Client relating to the Services;
Parties: Keeyns and Client;
Services: the services that Keeyns provides to Client in relation to the KEEYNS Software, including the access to and use of the KEEYNS Software and Support Services; 
Support Services: the services that Keeyns provides to Client relating to the onboarding, implemen-tation of the KEEYNS Software, customer service and other support services related to the KEEYNS Software; 
Terms: these terms and conditions.

2.    Applicability

2.1    These Terms are applicable to all Agreements with respect to the Services or any other products or services of any nature provided by Keeyns. 
2.2    Amendments to the Agreement are only valid if they are confirmed in writing by Parties. 
2.3    The applicability of Client’s purchase or other terms and conditions are hereby explicitly excluded.
2.4    If a provision of these Terms is or becomes legally invalid, the validity of the remainder of the respective agreement(s) shall not be affected thereby. Parties shall replace the invalid or non-binding part by provisions which are valid and binding and the legal effect of which, given the con-tents and purpose of the respective agreement, is, to the extent possible, similar to that of the in-valid or non-binding part.
2.5    Keeyns may amend these Terms at any time. The most recent version of the Terms is always the one that is applicable. Keeyns shall inform Client about the amendments two weeks prior to the entry into force of the amended Terms. This period does not apply if Keeyns amends the Terms on the basis of a legal obligation or in order to deal with an unforeseen imminent danger in connec-tion with protection against e.g. fraud, malware, spam, privacy or data breaches and misuse of personal data or in risks related to cyber security. The amended Terms will enter into force im-mediately upon notification and publication.
2.6    The terms of use or other general terms and conditions of Keeyns may also apply to the Agree-ment, if mentioned in the Order Confirmation. 
2.7    If Client is permitted to provide an Affiliate with access to any part of the Services, Client shall ensure that such Affiliate complies with all provisions of the Agreement applicable to Client.

3.    Quotations and Agreement

3.1    All quotations by Keeyns are without obligation, unless stated otherwise. 
3.2    The Agreement shall only be binding upon Keeyns upon acceptance thereof by Keeyns in writing. 
3.3    Client shall at all times supply all relevant information to Keeyns that is required to a correct per-formance of the Agreement and guarantees the correctness and accuracy of this information. 

4.    Services

4.1    The Services agreed with the Client consist of the access to and use of the KEEYNS Software and the Support Services as detailed in the Order Confirmation. 
4.2    Keeyns shall provide all Services on the basis of a best effort obligation, unless and in so far as Keeyns has explicitly stated in the Order Confirmation to achieve a specific result. 
4.3    The Support Services are subject to additional terms that are specific to the particular services and are set forth in the specific section of the Terms. 
4.4    The Services may change from time to time. If Keeyns makes changes to the Services, Keeyns shall notify Client of any material change to the Services. 

5.    Fees and payment

5.1    All fees and pricing for the particular Services provided by Keeyns are detailed in the Order Con-firmation.
5.2    All prices are stated in euros and exclude VAT and all other taxes, costs or fees, unless stated otherwise. Client shall bear these additional costs and fees.
5.3    All fees shall be invoiced in advance to Client on a monthly basis, unless stated otherwise.  
5.4    All fees shall be due and payable to Keeyns within fourteen days from the invoice date, except for the first invoice which is due and payable on the effective date of the Agreement and which has to be prepaid prior to the use of and access to the KEEYNS Software. 
5.5    Client may authorise Keeyns to collect (recurring) payments from Client’s accounts by means of a SEPA core direct debit. Client acknowledges there is no right of refund for Client after such direct debit is processed. 
5.6    If Client has not or not timely fulfilled its payment obligations, Client shall be in default by opera-tion of law, without need to make any demand or give default notice and contrary to Article 6:96(4) of the DCC, and the use of and access to the KEEYNS Software may be suspended unless and until payment is made in full. 
5.7    Keeyns shall be entitled to increase, or adjust the basis for calculating, the fee for the Services with effect from the start of each renewal term by giving Client at least 60 days written notice.
5.8    Client shall pay additional charges if the scope of use as detailed in the Order Confirmation is ex-ceeded, based on the fees or rates specified in the Order Confirmation or the current standard pricing of Keeyns, whichever is greater. The fees for such additional usage will accrue from the date the excess usage began. At the end of the year, Keeyns will invoice and Client will pay for such excess usage. 
5.9    Keeyns shall be entitled to demand advance payment and/or security for the contractual obliga-tions of Client under the Agreement and suspend the performance of its own obligations until Cli-ent has paid the charged advance or furnished the required security. Should Client be and remain in default regarding the advance payment or the furnishing of security, Keeyns shall have the right to terminate the Agreement. Client shall be liable for all damages and costs arising from this sus-pension or termination. 
5.10    Complaints regarding invoices should be submitted to Keeyns in writing, stating reasons, within fourteen days after the invoice date, in absence of which Client will lose its rights in this matter. 
5.11    Client waives any right of suspension or set-off. 
5.12    If Client has not or not timely fulfilled its payment obligations, Client shall owe Keeyns all statuto-ry interest and extrajudicial costs of collection of 1,5 % of the invoice amount per month from that moment on up until full payment. Client shall pay all collection fees, including legal expenses, concerning the collection of late payments. Keeyns shall be entitled to suspend all Services to be performed under the Agreement without Keeyns being liable to Client. 

6.    Use of name or logo Client

6.1    Client grants Keeyns permission to use the Client’s name and logo in any marketing materials and websites of Keeyns. 

7.    Confidential information

7.1    Neither Party shall use or exploit for any purpose other than performing its obligations under the Agreement, disclose or provide access to any confidential information of the other Party, consisting of all information disclosed by one Party to the other Party in connection with the Agreement, which may include information about customers, business and sales plans, financial data, forecasts and strategies related to the business of this Party or any of its subsidiaries which is marked as or has been otherwise indicated to be confidential or which derives value to the respective Party from being confidential or which would reasonably be regarded as confidential. 
7.2    The obligation to keep confidential such information shall not extend to any information or data that:
(a)    is in or enters the public domain other than as a result of the act or omission of the receiving Party in breach of this agreement; 
(b)    has been provided in a non-confidential manner without notice of any obligation to maintain it as confidential;
(c)    is required to be disclosed pursuant to a legal obligation or judgment upon Keeyns or pursu-ant to the requirement of request of any competent authority, provided that Keeyns shall noti-fy Client of such disclosure prior thereto;
(d)    was independently developed by Keeyns.
7.3    If the information is required to be disclosed pursuant to a legal obligation or judgment upon the receiving Party or pursuant to the requirement or request of any competent authority, the receiving Party shall notify the disclosing party of such disclosure prior thereto, and will disclose the infor-mation to the minimum extent required.
7.4    Any and all prior agreements regarding the obligation of confidentiality or non-disclosure between the Parties shall be superseded by these Terms.
7.5    For the avoidance of doubt, Keeyns may use for its own purposes information provided by Client, including Client Content, in an aggregated form to not identify Client, its Affiliates or its End Users.
7.6    Client understands and agrees that the functioning of the KEEYNS Software and the KEEYNS Soft-ware as a whole is confidential in nature and contains trade secrets of Keeyns. 
7.7    The obligation to keep confidential shall survive three years after the termination of the Agree-ment or until the confidential information is no longer deemed confidential under applicable law, whichever occurs first. 

8.    Personal data processing

8.1    Except to the extent otherwise permitted by law, Keeyns shall process personal data of Client in its capacity as data controller in compliance with its privacy statement applicable at the time of the collection of this data, which can be consulted online. Client declares to have been informed suffi-ciently. 
8.2    Client warrants the accuracy of the personal data provided and shall notify Keeyns immediately when this personal data is incomplete or inaccurate. 
8.3    Client undertakes to fully comply with all applicable laws and regulations regarding privacy and data protection, amongst others but not limited to the General Data Protection Regulation (GDPR) while using the Services or any other products or services by Keeyns. Client indemnifies Keeyns for all damages and/or costs of whatever nature in this respect. 

9.    Term and termination

9.1    The Agreement is entered into for a fixed period as detailed in the Order Confirmation. 
9.2    The Agreement will automatically renew following the expiry of the agreed period each time by one year, unless either Party terminates the Agreement by giving the other party a thirty days writ-ten notice before the expiry of the then current term. 
9.3    Keeyns shall be entitled to immediately terminate the Agreement in whole or in part, without it being liable in any manner whatsoever for any damages or costs and without it waiving any other right, if Client is in breach of the Agreement and fails to remedy such breach within ten days after receipt of a written notice of such breach given by Keeyns and the remedy is acceptable in the sole satisfaction of Keeyns.
9.4    Parties shall be entitled to terminate the Agreement in whole or in part, without any prior notice of default being required and without it being liable in any manner whatsoever for any damages or costs, and without it waiving any other right, in the event that:
(a)    the other Party goes bankrupt or its bankruptcy is impending;
(b)    the other Party has applied for suspension of payments or intends to do so;
(c)    the other Party’s assets have become subject to (conservatory) attachments, causing the activ-ities of the other to be seriously disrupted;
(d)    the other Party is dissolved or intends to dissolve.
9.5    Client cannot claim any damages of Keeyns in case of termination of the Agreement by Keeyns and relinquishes the right to compensation of any damages or costs. 
9.6    Termination of the Agreement shall not lead to any undoing commitments (as set out in Article 6:271 DCC).
9.7    After termination of the Agreement, Client will no longer have access to the Services or the data and Client Content included herein or related hereto except during the wind down period as set out in these Terms. Said data and Client Content will remain fully available if Client continues the use of the KEEYNS Software on the basis of an administrative or archive license as set out in the following sections of these Terms.

10.    Wind down

10.1    If the Agreement is terminated for any reason, Keeyns will enable Client to transition of the af-fected Services and to wind down for a period of no more than one month. During the wind down period, Keeyns shall continue to provide the Services and Client will remain responsible for all fees incurred during this period, payable in accordance with these Terms. 
10.2    If the Agreement is terminated by Keeyns for a breach of the payment obligations by Client, Client shall cure such breach or Keeyns may suspend Services during the wind down period. 
10.3    At the end of the wind down period, Keeyns shall have no further obligation to provide the termi-nated Services and shall cease providing such Services without notice. 

11.    Exit assistance

11.1    Client may at any time before the termination of the Agreement request Keeyns to provide Client with the Client Content in a machine readable format at the Client’s costs, which request may be denied by Keeyns at its sole discretion. 
11.2    Keeyns shall provide such support under its then current applicable Terms. 
11.3    Keeyns shall not be required in any way, as part of any exit plan or obligation to provide exit assis-tance, to provide any confidential information or make available any of its intellectual property rights to a new service provider which is a direct competitor of Keeyns. 
11.4    Client acknowledges that additional fees may be charged for any such transfer of data and Client Content, in which case Keeyns will send a separate invoice which has to be prepaid prior to any such assistance.

12.    Archive license

12.1    If the Agreement is terminated for any reason, Client is allowed limited access to the KEEYNS Software to view information already stored in the database for archival purposes on the basis of an archive license against (financial) conditions to be set by Keeyns. All other functionalities of the KEEYNS Software shall be disabled and the mutation, copying or exporting of data is not allowed.

13.    Intellectual property

13.1    Any and all intellectual property rights created by, vested in or following from the use for the Services throughout the world are owned by or licensed to Keeyns and may not be duplicated or transferred or given in use to third parties without the prior written consent of Keeyns. Client shall only be entitled to use the Services in accordance with the Agreement. 
13.2    Any and all intellectual property rights created by, vested in or following from the use of the Ser-vices by Client or any improvements, modifications, customizations, updates or other changes to the Services therein or which are derived from any suggestions or feedback provided by Client shall exclusively lie with Keeyns, and Client hereby irrevocably transfers and assigns all such intel-lectual property rights to Keeyns, which Keeyns accepts, and waives any and all moral rights to these improvements and suggestions. 
13.3    Client shall not at any time, whether during or after the term of the Agreement, challenge in any way Keeyns’ ownership of any of its intellectual property rights in the Services. 

14.    Warranties, obligations Client and indemnification

14.1    Client declares and warrants that it is entitled to accept, comply with and grant the rights it hereby confers. 
14.2    Client warrants that:
(a)    it has full power and authority to enter into the Agreement;
(b)    its use of the Services provided by Keeyns and the performance of its obligations is in line with all applicable laws and regulations;
(c)    the Client Content does not infringe any rights of third parties (including but not limited to any intellectual property rights);
(d)    its use of the Services provided by Keeyns and its actions do not damage the reputation and/or image of Keeyns;
(e)    it acts in line with the Terms;
(f)    all End Users shall only use the Services in line with the Terms and other terms of use;
(g)    the Client Content and other data or information provided by Client is correct and accurate.
14.3    Client indemnifies Keeyns against any claim against Keeyns as a consequence of not fulfilling the warranties as stated in this section and for all damages and/or costs of whatever nature resulting from the non-compliance of one or multiple sections of these Terms. 

15.    Liability

15.1    Keeyns shall not be liable for damages and/or costs of whatever nature on the part of Client in relation to the Agreement or consequent to acts or omissions of Client in the use of the KEEYNS Software, amongst others but not limited to lost profits or sales and damages and costs as a result of malfunctioning of the KEEYNS Software or technical faults. 
15.2    To the extent the limitation of liability as stated in the previous section is not upheld in court, Kee-yns shall solely be liable for direct damages or costs of Client and shall under no circumstances be liable for any kind of indirect damages, irrespective of the ground (including tort). Indirect dam-ages include amongst others: damage based upon lost goodwill, lost sales, profit or turnover, lost savings and whether arising out of or in connection with breach of contract, misrepresentation, negligence or otherwise. 
15.3    Keeyns shall never be liable for damages of whatever nature occurring, arising out of or in con-nection with inaccurate and/or incomplete information or data provided by or on behalf of Client or if the Services fail to perform because of third-party software, hardware malfunctions, or Cli-ent’s own action or inaction.
15.4    Any liability of Keeyns, however named and on any whatever account for damages, costs or oth-erwise (whereby an interrelated series of events counts as a single occurrence) shall be limited to the amount of recoverable insurance that Keeyns’ liability insurer pays in that specific case. If Keeyns’ liability insurance does not offer any entitlement to cover in any specific case for whatever account or if the claim in question is not covered by an insurance policy, the liability of Keeyns is limited to no more than the amount that Keeyns has invoiced Client for the last six calender months prior to the event that resulted in liability. 
15.5    Client shall be liable for damages and/or costs of whatever nature incurred by Keeyns arising out or in connection with a third-party claim (including regulatory fines) connected to i.a. an allega-tion that the Client Content infringes the intellectual property rights of a third party and that Cli-ent’s use of the Services is in breach of the Agreement or in violation of applicable law. 
15.6    Except as stated otherwise in the Order Confirmation, Keeyns does not make any warranties of any kind of fitness for a particular use, non-infringement or error-free or uninterrupted use of the Ser-vices and makes no representation about content or information accessible through the Services.

16.    Force majeure & unforeseen circumstances 

16.1    Keeyns is not bound to meet its obligations pursuant to the Agreement or any other agreement between the Parties if it cannot do so in consequence of the circumstances outside its control (force majeure) and/or Keeyns cannot be blamed in terms of the law, a legal act or generally accepted standards, and is not liable for any damage arising our or relating to a failure to perform its obli-gations pursuant to the Agreement if such failure is caused by a force majeure event. 
16.2    Keeyns is entitled to suspend the fulfilment of its obligations pursuant to the Agreement or any other agreement between the Parties in the case of unforeseen circumstances that lead to Client not being able to reasonably expect the (unchanged) fulfilment of the Agreement from Keeyns.

17.    Waiver

17.1    Any failure to enforce, delay or forbearance by Keeyns in enforcing rights or obligations under (any provision of) the Agreement between the Parties shall not be construed as a waiver of that right or obligation or of a right to enforce such right or obligation at any time thereafter.

18.    Defects & complaints

18.1    In case Client discovers a defect, Client must complain about the defect in writing to Keeyns within fourteen days after discovery, in the absence of which Client loses all its rights and powers which it would have been able to exert or enforce regarding the defect. 
18.2    Notwithstanding the statutory due dates, any claim of Client against Keeyns shall in any event ex-pire by the lapse of six months from the time the Service has been performed by Keeyns to which the complaint or claim relates. 

19.    Miscellaneous

19.1    Without prior written consent of Keeyns, Client is not entitled to transfer its rights and/or obliga-tions under the Agreement in whole or in part to a third party. Client hereby grants Keeyns the right to transfer the Agreement or any rights and/or obligations thereunder in whole or in part to a third party. 
19.2    Keeyns is entitled to subcontract its obligations under the Agreement.

20.    Applicable law and disputes

20.1    The Agreement and all (legal) transaction resulting from the Agreement shall solely be governed by and construed in accordance with the substantive laws as agreed in the Agreement. 
20.2    All disputes arising out in connection with the Agreement shall be submitted exclusively to the competent court of the district court of Oost-Brabant, location ‘s-Hertogenbosch, unless detailed otherwise in the Order Confirmation.
 

B.    KEEYNS SOFTWARE

The provisions in this section apply in addition to the general provisions of these Terms or any other sec-tions that may apply, if Client makes use of the KEEYNS Software. These specific provisions govern if there are any conflicts with the general provisions of the Terms. 

21.    The KEEYNS Software

21.1    The KEEYNS Software consists of a tax collaboration platform.
21.2    Keeyns does not provide financial, tax and accounting or any other professional advice by allowing Client to access and use the KEEYNS Software. 
21.3    Keeyns shall endeavour to publish accurate information in the KEEYNS Software (including the workflows or tax engines), but such information is provided for informational purposes only. Kee-yns does not warrant the accuracy of any information or data included in the KEEYNS Software. In-formation in the KEEYNS Software may not be suitable for Client in all circumstances.
21.4    Access to the KEEYNS Software is provided through the internet via a web-based interface. Client is not entitled to a physical carrier through which the KEEYNS Software is available to Client. 

22.    Right of use

22.1    Keeyns grants Client, and Client accepts, a non-exclusive, non-transferable right to use the KEE-YNS Software for the duration of the Agreement for internal business use within the company of Client to such number of End Users, the allowed territories and/or number of entities of Client and the amount of data storage capacity or other elements as detailed in the Order Confirmation.
22.2    The right to use the KEEYNS Software does not pertain to the source code or technical documenta-tion thereof.  
22.3    Keeyns may modify and discontinue all or any portion of the KEEYNS Software without notice to add or delete any features or functions, or to provide fixes, updates and upgrades and shall not be liable for any such suspension or discontinuance of all or any portion of the KEEYNS Software. 

23.    Fees and payment

23.1    All fees relating to the use of the KEEYNS Software shall be invoiced to Client on a monthly basis. 
23.2    The KEEYNS Software is provided subject to usage limits as detailed in the Order Confirmation, among others in respect of the maximum number of End Users, allowed territories, number of en-tities of Client and the amount of data storage capacity or other elements. The scope of the usage limits detailed in the Order Confirmation cannot be decreased during the then current term. 
23.3    The fees relating to the use of the KEEYNS Software and Support Services do not include costs for the training of Client’s employees on the use and operation of the KEEYNS Software. 

24.    End Users

24.1    To access and make use of the KEEYNS Software, Client must register one or more End User ac-counts. 
24.2    Client shall register for one or multiple End User accounts for use of the KEEYNS Software by its End Users or shall provide notice to Keeyns of the End Users who shall be provided access to the KEEYNS Software. Client may specify one or multiple End Users as administrators and may appoint responsibilities to certain End User accounts.
24.3    In order to finalize the End User accounts, the End User shall agree to the applicable terms of use.
24.4    Client is entitled to add or register for new End User accounts at all times.
24.5    Client can decide to withdraw access to an End User account at all times, which termination of the End User account shall be confirmed in writing by Keeyns. 
24.6    Client is fully responsible for the correct use of the KEEYNS Software by the End Users and those who gain access to the End User accounts at all times. Client shall prevent any unauthorized use of the KEEYNS Software by the End Users and shall terminate any unauthorized use or access to the KEEYNS Software.
24.7    Non-completion or non-use of End User accounts do not relieve Client of its obligations to pay the relevant fees for the access and use of the KEEYNS Software.
24.8    Any breach of the conditions of the Agreement or the relevant terms of use by an End User will be deemed to be a breach by Client. 

25.    Obligations of Client

25.1    Client shall ensure:
(a)    to have access to facilities that are suitable for the use of the KEEYNS Software, such as ade-quate hardware and access to the internet;
(b)    to provide, install and maintain all such equipment, connections and services needed to ena-ble the use of the KEEYNS Software;
(c)    to use up-to-date virus checking software to prevent the introduction of viruses or other harm-ful code onto the KEEYNS Software;
(d)    to take the reasonable backup precautions;
(e)    to check that storage of and access to the Client Content via the KEEYNS Software will comply with the applicable laws and regulations;
(f)    that the information it provides in connection with the End User accounts is accurate;
(g)    substantive knowledge of the functionality of the KEEYNS Software.
25.2    Client and the End Users shall not, directly or indirectly through others:
(a)    enable any person or entity other than authorized End Users to access or use the KEEYNS Software;
(b)    use the KEEYNS Software other than described in the Order Confirmation, the Agreement or for any unlawful purpose;
(c)    translate, reverse engineer, decompile or otherwise attempt to access the source code of the KEEYNS Software; 
(d)    modify or make derivative works based on the KEEYNS Software or content found therein;
(e)    include the KEEYNS Software in any other products;
(f)    access the KEEYNS Software in order to build a competitive solution;
(g)    use the KEEYNS Software to provide commercial services to third parties;
(h)    make any copies of any content provided or which Client is granted access to in connection with the KEEYNS Software. 

26.    Data and Client Content

26.1    The KEEYNS Software allows Client to store or share Client Content. 
26.2    To the extent Client provides, submits or uploads any Client Content to the KEEYNS Software, Cli-ent represents and warrants that it owns or is otherwise entitled to submit or upload said Content to the KEEYNS Software, and that said Client Content does not infringe upon any third party’s intel-lectual property rights. 
26.3    In accordance with 7.5 of these Terms, by submitting or uploading Client Content to the KEEYNS Software, Client grants Keeyns, and Keeyns hereby accepts, a non-exclusive, royalty-free, perpet-ual, irrevocable and fully sublicenseable right to use, adapt, publish, distribute or creative deriva-tive works from such Client Content throughout the world for any purpose, including to improve the Services or other products of services of Keeyns or affiliated companies. 
26.4    Any additional data, information or documentation included in the KEEYNS Software whether or not based on the Client Content, such as log files and audit files, may be provided by Keeyns for an additional fee. Keeyns is under no obligation to provide such data.  

27.    Personal data processing

27.1    Insofar Keeyns processes personal data on behalf of Client, Parties agree that the data processing terms and conditions apply and are hereby incorporated into the Agreement. Client understands and agrees that it shall limit the personal data to the information as necessary for the correct use of the KEEYNS Software. 
27.2    Client shall inform the relevant data subjects correctly and timely about the processing of their personal data by Keeyns on behalf of Client.
27.3    Keeyns shall not be liable for the processing of personal data by Client in the KEEYNS Software.

28.    Termination of End User accounts

28.1    Keeyns shall always be entitled to block, suspend or terminate one or all End User accounts of Client in the KEEYNS Software without notice, for example if Keeyns suspects that the respective End User acts in breach of one or multiple conditions of the Agreement, there is evidence of fraud, there is a breach of intellectual property rights of Keeyns or any other third parties, the usage of the End User account or the KEEYNS Software disrupts the proper functioning of the KEEYNS Soft-ware or (in the opinion of Keeyns) can damage the reputation and/or image of Keeyns or the KEEYNS Software.
28.2    In the event Keeyns decides to terminate an End User account, Keeyns will take into consideration a period of notice of at least 30 days, unless:
(a)    Keeyns is under a legal obligation to terminate the Agreement;
(b)    Keeyns has a compelling reason to do so (under Dutch law resulting from Union law);
(c)    the respective user has repeatedly breached the Terms. 
28.3    Termination of one (or all) End User account(s) do not relieve Client of its obligations to pay the relevant fees for the access and use of the KEEYNS Software. 

C.    SUPPORT SERVICES

The provisions in this section apply in addition to the general provisions of these terms or any other sec-tions that may apply, if Keeyns provides Support Services to Client.

29.    Service level

29.1    Keeyns shall use commercially reasonable efforts to make the KEEYNS Software provided as part of the Services available 24 hours per day and seven days a week, except for planned downtime (e.g. for maintenance), or any unavailability caused by circumstances beyond Keeyns’ reasonable control. 
29.2    Keeyns shall provide the Support Services during working hours, Monday through Friday between 09:00 and 17:00 (CET), and using reasonable skill and care.
29.3    Any service levels are based on Keeyns’ reasonable assessment of the standards which are able to be achieved but are indicative and non-binding targets only. 
29.4    Specific arrangements about a service level are exclusively agreed on in writing.

30.    Other support

30.1    Keeyns shall provide technical support services to Client relating to malfunctions.
30.2    The Support Services do not include technical support relating to hardware and infrastructure (network) and supporting the non-initial installation (e.g. case of migration) of the KEEYNS Soft-ware, unless stated otherwise.
30.3    Keeyns is not obliged to provide support to End Users. 
30.4    Keeyns has no obligation under these Terms to write, build or improve the KEEYNS Software, to write code to facilitate additional functions, to configure the KEEYNS Software for Client, or to de-sign, build or review infrastructure for Client, unless stated otherwise.

31.    Fees 

31.1    Any onsite Support Services are at the cost of Client. 

32.    Obligations Client

32.1    Client will inform Keeyns immediately if an error occurs in the KEEYNS Software.
32.2    Client is held to provide staff of Keeyns or third parties assigned by Keeyns access if Keeyns con-siders this desirable for resolving or preventing an error.
32.3    Client shall be responsible for the costs arising from resolving an error in the use of the KEEYNS Software which is attributable to the IT infrastructure of Client.