General Terms and Conditions

These General Terms and Conditions ("Terms") govern all agreements between Keeyns B.V. ("Keeyns") and the entity identified in the Order Confirmation ("Client"). By entering into an Agreement, each Party confirms it has read, understood and accepted these Terms.

PART A. GENERAL PROVISIONS

1. Definitions

Term	Meaning
Agreement	The Order Confirmation, these Terms and any documents expressly incorporated therein.
Affiliate	Any entity that controls, is controlled by, or is under common control with a Party (control meaning more than 50% of voting rights).
Client Content	All data, documents and other content uploaded or entered into the Platform by or on behalf of Client.
Confidential Information	Any non-public information disclosed by one Party to the other in connection with the Agreement that is marked confidential or would reasonably be understood to be confidential.
End User	An individual authorised by Client to use the Platform.
Order Confirmation	The order form signed or accepted by both Parties, specifying scope, fees and term.
Party / Parties	Keeyns and/or Client.
Platform	The Keeyns tax collaboration software provided as a software-as-a-service solution.
Services	The access to and use of the Platform and any related support services agreed in the Order Confirmation.

2. Scope and formation

These Terms apply to every Agreement between Keeyns and Client. Any terms and conditions used by Client are expressly rejected and shall not apply.
An Agreement is concluded upon acceptance of an Order Confirmation by both Parties.
Keeyns may amend these Terms. Material amendments shall become effective sixty (60) days after written notice.

3. Services

Keeyns shall provide the Services with reasonable skill and care.
Unless expressly agreed otherwise, all Services are provided on a best-efforts basis.
Keeyns may modify, replace, enhance or discontinue functionalities of the Platform from time to time.
The Platform is intended solely as a software tool and collaboration environment.
The Platform and Services do not constitute tax, legal, accounting or financial advice.
Except as expressly stated in the Agreement, the Platform and Services are provided on an "as is" basis and Keeyns disclaims all warranties not expressly set out in the Agreement.

4. Fees and payment

Fees are those specified in the Order Confirmation. All fees are exclusive of VAT and any other applicable taxes, duties or levies.
Invoices are payable within thirty (30) days after the invoice date.4.3 Keeyns may annually adjust its fees in accordance with the Dutch Consumer Price Index (CPI).
Keeyns may adjust its fees upon renewal of the Agreement by providing at least sixty (60) days' prior written notice.
If Client exceeds the agreed scope of use, Keeyns may charge additional fees at the rates specified in the Order Confirmation or, if no such rates are specified, at its then-current standard rates.
If Client fails to pay any amount when due, statutory commercial interest and reasonable collection costs shall be payable by Client.
Keeyns may suspend the Services, in whole or in part, if Client remains in default after having received written notice and a reasonable opportunity to remedy the non-payment.
If Keeyns reasonably doubts Client's ability to meet its payment obligations, Keeyns may require advance payment or adequate security before continuing to provide the Services.

5. Client obligations

Client shall ensure that its End Users comply with the Agreement.
Client shall provide all information reasonably required for the provision of the Services.
Client shall maintain appropriate technical and organisational security measures and shall use the Platform in compliance with applicable laws and regulations.
Client remains solely responsible for:
1. all tax positions;
2. tax filings;
3. reporting obligations;
4. compliance obligations; and
5. decisions made based on information obtained through the Platform.
Client shall not, and shall ensure that End Users do not:
1. reverse engineer, decompile or otherwise attempt to access the source code of the Platform;
2. develop, support or assist in developing a competing product or service;
3. use the Platform to provide competing or commercial services to third parties;
4. interfere with the operation, integrity or security of the Platform;
5. upload, transmit or make available any unlawful, infringing or malicious content; or
6. use the Platform in a manner that infringes the rights of any third party.

6. Intellectual property

All intellectual property rights in and to the Platform, the Services and all related software, documentation, materials, modifications, updates and derivative works shall remain vested exclusively in Keeyns or its licensors. The Platform, its functionality, architecture and underlying technology constitute confidential information and trade secrets of Keeyns.
Subject to the Agreement, Keeyns grants Client a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Platform during the term of the Agreement solely for its internal business purposes.
Nothing in the Agreement transfers any intellectual property rights from Keeyns to Client.
Any suggestions, feedback, enhancement requests or other input provided by Client relating to the Platform or the Services may be used by Keeyns without restriction and without any obligation to compensate Client.
Client shall not remove, alter or obscure any proprietary notices, copyright notices, trademarks or other intellectual property markings appearing in or on the Platform.
Client shall not challenge, contest or assist any third party in challenging or contesting the validity, ownership or enforceability of any intellectual property rights of Keeyns.
Client shall not conduct, commission, publish or disclose any benchmark test, performance test or comparison relating to the Platform or the Services without the prior written consent of Keeyns.
During the term of the Agreement, Client grants Keeyns a non-exclusive right to use Client's name and logo on Keeyns' website and in its marketing materials for the sole purpose of identifying Client as a customer of Keeyns.
Client may withdraw such permission by written notice. Such withdrawal shall not require Keeyns to amend or withdraw marketing materials published prior to receipt of such notice.

7. Client Content and data

Client retains all rights, title and interest in Client Content.
Client grants Keeyns a non-exclusive right to host, process, store, transmit and otherwise use Client Content to the extent reasonably necessary for the provision, maintenance and improvement of the Services.
Keeyns may use data derived from Client Content and the use of the Platform in anonymised and aggregated form for analytics, benchmarking, product development, machine learning, service improvement and other legitimate business purposes, provided that neither Client nor any individual can be identified.
Client represents and warrants that it owns, controls or otherwise has all rights required to upload, store, process and use the Client Content through the Platform and to grant the rights set out in the Agreement. Client further warrants that the Client Content and its use through the Platform do not infringe any intellectual property rights, privacy rights, confidentiality obligations or other rights of any third party.

8. Confidentiality

Each Party shall keep the other Party's Confidential Information strictly confidential and shall not use it for any purpose other than performing its obligations under the Agreement.
The obligations in clause 8.1 do not apply to information that:

is or becomes publicly available other than through a breach of the Agreement;
was lawfully known to the receiving Party before disclosure;
is lawfully obtained from a third party without confidentiality restrictions; or
must be disclosed pursuant to applicable law, regulation or court order.

The confidentiality obligations under this Article survive for three years after termination of the Agreement.

9. Personal data

To the extent Keeyns processes personal data for its own account management, customer relationship management and business operations, Keeyns acts as an independent controller.
To the extent Keeyns processes personal data on behalf of Client through the Platform, the Parties shall enter into a data processing agreement, which forms an integral part of the Agreement.
Client is responsible for ensuring that its use of the Platform and the Client Content complies with applicable data protection laws and regulations.
Client shall indemnify Keeyns against third-party claims arising from Client's breach of applicable data protection laws or regulations in connection with its use of the Platform or the Client Content.

10. Liability

The total aggregate liability of Keeyns arising out of or in connection with the Agreement, regardless of the legal basis of the claim, shall not exceed the fees paid by Client under the Agreement during the twelve (12) months preceding the event giving rise to the liability.
Keeyns shall not be liable for any indirect, incidental, special or consequential damages, including loss of profit, loss of revenue, loss of savings, loss of goodwill, business interruption or loss of data.
Client acknowledges that the Platform is a software tool only and that Client remains solely responsible for all tax positions, tax filings, reporting obligations, compliance obligations and decisions based on information obtained through the Platform. Keeyns shall not be liable for any damages arising from such positions, filings, obligations or decisions.
Client shall indemnify and hold harmless Keeyns against any third-party claim arising out of:
1. the Client Content;
2. the infringement of any intellectual property right, privacy right, confidentiality obligation or other right of a third party through the Client Content;
3. Client’s breach of the Agreement; or
4. Client’s violation of applicable laws or regulations.
Client shall take all reasonable measures to mitigate any damage or loss.
The limitations and exclusions of liability set out in this Article shall not apply in the event of fraud or willful misconduct by Keeyns.
Any claim by Client arising out of or in connection with the Agreement shall expire twelve (12) months after Client became aware, or reasonably should have become aware, of the facts giving rise to such claim.

11. Term and termination

The Agreement is entered into for the initial term specified in the Order Confirmation.
Upon expiry of the initial term, the Agreement shall automatically renew for successive periods of one (1) year, unless either Party gives written notice of termination at least thirty (30) days before the end of the then-current term.
Either Party may terminate the Agreement with immediate effect by written notice if:
1. the other Party materially breaches the Agreement and fails to remedy such breach within thirty (30) days after written notice thereof;
2. or the other Party becomes insolvent, is declared bankrupt, applies for a suspension of payments or ceases its business operations.
Keeyns may suspend the Services or terminate the Agreement with immediate effect if Client repeatedly fails to comply with its payment obligations.
Upon termination of the Agreement:
1. Client shall immediately cease using the Platform;
2. all outstanding amounts owed by Client shall become immediately due and payable; and
3. those provisions which by their nature are intended to survive termination shall remain in force.

12. Switching, transition and data export

Client may request Keeyns to facilitate the transfer of the exportable Client Content to Client, an alternative data processing service or Client’s own ICT infrastructure. The notice period for initiating the switching process shall be two months, unless the Parties agree on a shorter period.
Following expiry of the notice period, Keeyns shall complete the switching process without undue delay and, where required by applicable law, within thirty (30) calendar days. During the switching process, the Agreement shall remain in effect and Keeyns shall continue to provide the Services.
Keeyns shall make the exportable Client Content available in a structured, commonly used and machine-readable format and shall provide the reasonable assistance required by applicable law to facilitate the switching process.
Client shall provide all information, access and assistance reasonably required by Keeyns in connection with the switching process. Keeyns shall not be responsible for delays, interruptions or failures caused by Client, a replacement provider or circumstances outside Keeyns’ reasonable control.
Keeyns shall use reasonable efforts to maintain the continuity and security of the Services during the switching process and shall inform Client of any known material risks to continuity arising from the switching process.
The Agreement shall terminate upon completion of the switching process or, if Client requests deletion rather than transfer of the Client Content, upon expiry of the applicable notice period. Following termination, Client shall have thirty (30) calendar days to retrieve the exportable Client Content, after which Keeyns may delete the Client Content in accordance with the applicable data processing agreement and its standard retention procedures. Termination under this clause shall not affect Client’s obligation to pay any fees due for the remainder of the then-current term, except to the extent prohibited by applicable law.
Any customised data conversion, development work, implementation services or other assistance exceeding Keeyns’ obligations under applicable law shall be subject to a separate written agreement and Keeyns’ then-current professional services rates. Any charges relating specifically to the switching process shall only be payable to the extent permitted by applicable law.

13. Force majeure

Neither Party shall be liable for any failure or delay in performing its obligations (other than payment obligations) to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to natural disasters, pandemics, government actions, internet or telecommunications failures, or cyberattacks.
The affected Party shall promptly notify the other Party and use reasonable efforts to mitigate the impact. If the force majeure event continues for more than 60 days, either Party may terminate the affected part of the Agreement without liability.

14. General provisions

Neither Party may assign or transfer its rights or obligations under the Agreement without the other Party's prior written consent, except that Keeyns may assign the Agreement to an Affiliate or in connection with a merger or acquisition, provided such assignee assumes all obligations.
Keeyns may engage subcontractors to perform parts of the Services, provided that Keeyns remains responsible for such performance.
The Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior negotiations, representations and agreements.
No waiver of any right under the Agreement shall be effective unless in writing. A failure to exercise or delay in exercising a right does not constitute a waiver.
The Agreement is governed by the laws of the Netherlands.
Any dispute arising out of or in connection with the Agreement shall be submitted exclusively to the competent court in Den Bosch, the Netherlands.

PART B. KEEYNS PLATFORM

15. Platform description

The Platform is a cloud-based tax collaboration tool enabling Client and its End Users to manage, share and collaborate on tax-related data and documents.
Keeyns may modify, enhance, replace or discontinue functionalities of the Platform from time to time. Keeyns shall use reasonable efforts not to materially reduce the overall functionality of the Platform during the term of the Agreement.

16. End users

Client shall manage End User accounts and is responsible for all activities conducted through its accounts.
Client shall ensure that End User credentials are kept confidential and shall notify Keeyns promptly of any unauthorized access.
Keeyns may suspend or terminate any End User account if Keeyns reasonably believes that such account is used in violation of the Agreement, applicable law or the security or integrity of the Platform.
Non-use of End User accounts does not reduce Client's payment obligations.

General Terms & Conditions