Terms and Conditions : CYS Group

These Terms and Conditions constitute an agreement between you and CYS. Please read these Terms and Conditions carefully. Check “I have read and understood the CYS Terms and Conditions” in the Agreement to confirm your understanding, receipt and acceptance of the Terms and Conditions, which form an integral part of the Agreement between you and CYS.

Version TC-2024-01

Article 1 - Definitions

In addition to the terms above, the following terms shall have the meaning set out after them:

1. “CYS”: CYS Group B.V., a limited liability company under the laws of the Netherlands, having its registered office at (4814 DC) Breda (Netherlands), Reduitlaan 25F.

2. “The Customer”: a legal entity or a natural person who orders or makes use of the SaaS Service, a Subscription of CYS or receives any Work or service from CYS, including the supply of, inter alia, goods and/or services, as specified in the Order.

3. “Order”: the confirmation e-mail sent by CYS, which confirms the Agreement.

4. “Agreement”: the agreement between CYS and The Customer based on which CYS provides the SaaS Service, Subscription or the Work as stated and described in the Order.

5. “Work”: the work to be performed by CYS for a The Customer pursuant to the SaaS Service including the supply of, inter alia, other goods and/or services.

6. “Engagement Team”: the natural persons within CYS, both individually and jointly, who are involved in performing the Work, and third parties (being natural persons or companies not connected or part of CYS) who have been called in by CYS for the purposes of performing the Work.

7. “Portal”: a secured website that provides access to the portal of the Customer, which is part of the CYS Software, where The Customer can manage its projects, (business intelligence) data, dashboards, and infographics.

8. “Personal Data”: any information that relates to an identified or identifiable living individual.

9. “Project”: a project always has one questionnaire and one project database in the Data Garden, being the area of the CYS software in which all imported data, business intelligence data and project data is brought together, stored, and managed. A Project can be used for e.g. The Customer Satisfaction Research, Employee Satisfaction Research, Quality checklist for hygiene, Audits, BI data.

10. “User”: an employee of The Customer or a person engaged by The Customer who uses the SaaS Service. A User has access to functionality of the Portal with a predefined account being either an Administrator, a Collaborator or a Guru account (hereinafter also: “User Account”).

11. “Administrator”: has the same role/functionalities as a Collaborator and can also manage Projects, dashboards and User accounts.

12. “Account Administrator”: a User role that can manage Projects, dashboards and User accounts and financial details regarding the Agreement available in the Portal.

13. “Collaborator”: a User role that only has access to the mobile app and experience app functionalities of the Portal.

14. “Guru”: has the same role/functionalities as an Administrator and, besides that, has access to specific and more complex functionalities of the Portal (customization options).

15. “SaaS Service”: the service whereby CYS makes and keeps Software and data of The Customer available to The Customer and Users via the internet or another network.

16. “Subscription”: the license agreement referring to the specific allocated number of licenses of the Software as mentioned in the Order.

17. “Trial”: a period during which The Customer has time to test the SaaS Service.

18. “Software”: the software made available by CYS to The Customer via the internet or another network, as further specified in the Order.

19. “Terms and Conditions”: these Terms and Conditions of CYS which are applicable on all Orders, SaaS Services, Subscriptions, Work and/or all other goods and services provided by CYS.

20. “SLA Level”: the amount of support, as well as training, academy and inspirational sessions, and related services (such as Managed Services) provided by CYS to The Customer on the basis of the (obligatory) choice by The Customer. The Customer can choose between three types of service packages (Bronze, Silver or Gold), which choice is confirmed in the Order.

21. “Managed Services”: The Customer receives a certain amount of hours, depending on the SLA Level chosen, which can be spent on change requests, XM consultancy, research and analysis.

Article 2 – Description of the service

1. The Work provided by CYS includes providing the Saas Service to The Customer and, insofar as concluded in the Agreement, implementation and integration of the Software for The Customer. The support and Managed Services provided by CYS is dependent on the SLA Level chosen by The Customer.

2. The Software of CYS that is made available to The Customer on a SaaS Service-basis through a Portal on the website(s) of CYS or by way of the Applications of CYS and includes: (i) the Software that The Customer accesses via the websites or the Applications; (ii) any other products, services, and features made available or provided to The Customer by CYS in connection with the SaaS Service; and (iii) the trademarks, brand names and logos, content, text, documents, descriptions, products, graphics, photos, sounds, videos, interactive features, contained in or made available by CYS through the SaaS Service.

3. CYS will provide the SaaS Service to The Customer as defined in the Order. CYS will carry out the following Work as part of the SaaS Service for the duration of the agreement as stated in the Order:

making and keeping the Software and the data of The Customer available within the hosting environment, which hosting environment is being taken to mean: the servers (including the corresponding and additional facilities) on which the Software is installed, and which is accessible via the internet or another network. If the Order states that the hosting environment will be hosted, maintained and/or managed by a supplier of CYS, availability will be dependent on that supplier;
taking appropriate technical and organisational measures regarding the hosting environment to safeguard the Software and the data of The Customer against loss and damage and against any unauthorised access or use;
providing user-support for the use of the SaaS Service to The Customer, during office hours, which is being taken to mean during the time between 8:30 a.m. and 18:00 p.m. (C.E.T.) on Monday through Friday, with the exception of generally recognised holidays and public holidays;
if and to the extent determined in the Order, making a back-up of the data of The Customer that are processed using the SaaS Service;
if and to the extent determined in the Order, providing workarounds if access to the hosting environment in which the Software is installed is temporarily or permanently unavailable.

The Agreement as stated in the Order is decisive for the Work that must be performed by CYS

4. CYS may - at its sole discretion and without any obligation - upgrade, update or modify the provision of all or any part of the SaaS Services from time to time, including to improve or upgrade the SaaS Service or to address any legal or regulatory requirements or to address a change in its policies. The Customer may receive notifications where the update is material. What constitutes a material update will be determined by CYS in good faith using reasonable judgment, but will only include an update that materially affects the use of the SaaS Service. Unless otherwise stated, the updates are also subject to these Terms and Conditions. CYS reserves the right to deploy updates at any time. When The Customer does not agree to an update, the sole remedy shall be to terminate the use of the SaaS Service and to comply with the termination obligations set forth in these Terms and Conditions. Any use of the SaaS Service after the update will constitute an acceptance of the update by The Customer.

5. CYS has the right to use third parties, including, but not limited to, affiliates and subsidiaries (hereinafter also referred to as: “Subcontractors”) in performance of its obligations and services pursuant to the Order and, for purposes of the Order, all references to CYS or employees of CYS will be deemed to include such subcontractors.

6. The SaaS Service does not include providing any file storage services other than is included in the Software and Portal.

Article 3 - Trial

1. CYS may offer a free, no-obligations trial subscription (hereinafter: “Trial Subscription”) of the SaaS Service prior to charging the SaaS Service fees. The Trial Subscription, if any, shall commence on the date that The Customer accesses or makes use of, as applicable, the SaaS Service, and will conclude at the end of the Trial Subscription as indicated in the Order, or sooner if: (i) The Customer upgrades his Subscription or Order by commencing payment of the applicable fees for the SaaS Service, (ii) The Customer requests to terminate the Trial Period sooner, or (iii) The Customer’s use of the SaaS Service is terminated in accordance with these Terms and Conditions.

2. Upon termination of the Trial Subscription and when The Customer has not upgraded his Trial Subscription by commencing payment of the applicable fees for the SaaS Service, The Customer will no longer be able to make use of the SaaS Service. CYS reserves the right to terminate and delete the account of The Customer at any time during the Trial Subscription. CYS may also change the web address of the account of The Customer at any time without prior written notice. During the Trial Subscription-period, CYS may record the sessions of The Customer in an anonymised form for the purpose of improving the SaaS Service.

3. The Customer acknowledges and agrees that these Terms and Conditions are binding upon The Customer during the Trial Subscription-period and until The Customer deletes its Account, and that CYS: (i) does not make any commitments in connection with the SaaS Service during that period; and (ii) may send The Customer, subject to the opting out of The Customer, communications, and other notices about the SaaS Service to the email address of The Customer.

4. CYS reserves the right to modify, cancel and/or limit the Trial Subscription and conditions thereof at any time.

Article 4 - The agreement and duration of the agreement

1. The Customer can conclude an Agreement with CYS via the website of CYS or in consultation with CYS, after CYS has made an offer for the SaaS Service requested by The Customer.

2. The Customer will choose the SaaS Service it needs online on the website of CYS. After confirmation by the Costumer of the chosen SaaS Services, it will need to pay the due amount direct online. After the Costumer has paid the amount due, the Agreement enters into force and will be confirmed by CYS via the Order. If the SaaS Service is chosen after discussions between CYS and The Customer (and therefore the SaaS Service is not chosen online on the website of CYS), the Agreement will enter into force after The Customer has signed the Order.

3. The Agreement between CYS and The Customer is entered into with effect from the day stated in the Order for the period of one month or one year, depending on the choices made by The Customer as confirmed in the Order.

4. After the expiry of the period referred to in paragraph 3 of this article, the Agreement will be tacitly renewed for a successive period of the same duration, unless CYS or The Customer has terminated the Agreement at least ninety (90) days before the end of the then current period. Termination of the Agreement must be done via the online support on the website of CYS or via e-mail. The Customer must prove the receipt of the e-mail by CYS. CYS will use the contact information of the Account Administrator.

5. CYS may amend the Agreement or these Terms and Conditions at any time. The Customer will be notified of such amendments in writing or by e-mail and will become effective 30 days after The Customer has been notified of them or, if applicable, at the date indicated in the notification. If The Customer continues to use the SaaS Service or Subscription after this date, The Customer is taken to have agreed with the amended Agreement and/or amended Terms and Conditions.

Article 5 - Payment

1. Unless otherwise specified in the Order, except during a Trial Subscription, all charges associated with the Agreement of The Customer (“Subscription Charges”) are due in full and payable in advance, when The Customer subscribes to the SaaS Service(s). Unless specified otherwise in an Order, the Subscription Charges are based on the SaaS Service Subscription The Customer has chosen and are payable in full until The Customer terminates its account in accordance with article 4 (4) of these Terms and Conditions.

2. The Customer shall pay CYS the fees indicated in the Order. Unless otherwise provided in then Order, all fees are to be paid to CYS immediately. CYS has the right to adjust applicable fees, charges and rates according to the actual pricelist of that moment, without obtaining prior consent from The Customer. CYS will inform The Customer of any changes in fees, charges or rates at least thirty (30) days prior to the date the change becomes effective. If The Customer continues to use the SaaS Service or Subscription after this date, The Customer is taken to have agreed with the amended fees, charges and rates.

3.The Customer will receive an invoice after correct payment of the fees. Invoices will be sent electronically. If The Customer does not pay the fees due and payable within the agreed period, The Customer will be in default without any notice of default being required. Complaints concerning invoices must be made in writing within ten (10) days from the date of the invoice.

4. Any late or absent payment will be subject to any costs of collection (including legal fees equal to an amount of 15% of the yearly Subscription Charges and fees, with a minimum of EUR 500,-) and will carry interest at the rate of one and one-half percent (1.5%) per month (prorated for partial periods).

5. If the Customer is delinquent on a payment of fees (a) The Customer will no longer be entitled to use the SaaS Service, (b) CYS will be entitled to deactivate or suspend access to and the use of the SaaS Service remotely and (c) CYS will also be entitled to suspend the Work and/or other of its obligations to The Customer.

6. The license, service fees, and other amounts that are to be paid hereunder are exclusive of taxes and other levies (including interest and penalties).

7. Unless otherwise specified, all (SaaS) Subscription charges are non-refundable. No refunds shall be issued for partial use or non-use of the SaaS Service(s) or Subscriptions by The Customer.

Article 6 - License

1. Subject to all limitations and restrictions contained herein and the Order, CYS grants to The Customer a Subscription (a license for the SaaS Service), being a non-exclusive, and non-transferable right to access and operate the Saas Service as described in the Order. For the avoidance of doubt: The Customer may use the Saas Service pursuant to the Subscription; a Subscription is for use of the Saas Service and does not constitute any (right to claim a) transfer of ownership of the Software, Work or underlying IP rights of CYS. These are and remain property of CYS.

2. The Customer will have a limited right and license to use the SaaS Service solely for its indicated purposes, to perform the functions described in the Order. The Customer shall not allow any website that is not fully owned by The Customer to frame, publish, distribute, replicate, or copy any portion of the website of The Customer that provides direct or indirect access to the SaaS Service. Unless otherwise expressly agreed in the Order, The Customer shall not permit any subsidiaries, affiliated companies, or third parties to access the SaaS Service.

3. Unless otherwise specifically stated in the Order, the type of license granted is specified per Portal, Project and/or User Account. Hardware or software The Customer uses to pool connections, reroute information, or reduce the number of Users that directly access or use the SaaS Service (sometimes referred to as "multiplexing" or "pooling"), does not reduce the number of licenses or active User accounts The Customer needs. The Customer may designate different staff User accounts at any time without notice so long as the permitted number of User accounts is not exceeded. It is not permitted to share User accounts; CYS reserves the right to implement security measures to prevent sharing of User accounts.

4. In no event will The Customer disassemble, decompile, or reverse engineer the SaaS Service or Confidential Information (as defined under article 9.1) or permit others to do so. Disassembling, decompiling, and reverse engineering include, but are not limited to:

(i) converting the SaaS Service from a machine-readable form into a human-readable form.

(ii) disassembling or decompiling the SaaS Service by any means or method in order to translate machine-dependent or machine-independent object code into the original human-readable source code or any approximation thereof.

(iii) examining the machine-readable object code that controls the SaaS Service operation and creating the original source code or any approximation thereof by, for example, studying the SaaS Service behaviour in response to a variety of inputs; or

(iv) performing any other activity related to the SaaS Service that could be construed to be reverse engineering, disassembling, or decompiling.

To the extent any such activity may be permitted pursuant to the Agreement, the results thereof will be deemed Confidential Information subject to the requirements of these Terms and Conditions. The Customer may use Confidential Information of CYS solely in connection with the SaaS Service and pursuant to the terms of the Agreement and these Terms and Conditions.

5. The SaaS Service may contain third party software that requires notices and/or additional Terms and Conditions. Such required third party software notices and/or additional Terms and Conditions may be requested from CYS and form part of and are incorporated by reference into the Agreement. By accepting the Agreement, The Customer also accepts the additional Terms and Conditions, if any, set forth in the Agreement and/or the Order.

Article 7 - Hosting

1. CYS will use reasonable efforts to achieve a maximum uptime and/or availability of the SaaS Service, however CYS will not give any guarantees regarding uptime or availability of the SaaS Service.

2. CYS hosts the SaaS Service within the Microsoft Azure Datacentr. More information can be found in the ‘support’ section on the website of CYS.

Article 8 - Ownership

1. By entering into the Agreement with CYS, as confirmed via the Order, The Customer irrevocably acknowledges that, subject to the licenses granted herein, The Customer has no ownership of the Software or materials, and/or goods or Services of CYS provided to the Customer. All rights, title, and interest in such Software and materials of CYS shall remain the sole property of CYS, subject to any limitations associated with intellectual property rights of third parties. CYS reserves all rights not specifically granted herein. Any license granted by CYS to The Customer to use the SaaS Services and/or other Work, does not give the Costumer any title to (claim) any rights to or ownership of the intellectual property rights, besides the rights granted to The Customer via the Agreement (Subscription) to use the SaaS Services or Work as specified therein.

2. The Customer is expressly prohibited from reproducing, disclosing, or exploiting the property referred to in paragraph 1 of this article, including, but not limited to, computer programmes, system designs, processes, advice, master or other contracts and other products of the mind of CYS.

3. CYS may use, continue to develop, and exchange with other affiliated firms of CYS the knowledge, experience and general skills acquired by CYS as a result of performing the Work for the purposes of performing work for The Customer and/or for other clients of (an) other affiliated Member Firm(s) of CYS.

Article 9 - Confidential information

1. “Confidential Information” includes all information disclosed by either party, before or after the Order term start date (as specified in the Order), and generally not publicly known, whether tangible or intangible and in whatever form provided, as well as any information generated by a party that contains, reflects, or is derived from such information. For the avoidance of doubt, the term ‘Confidential Information’ does not include any information used to identify individuals as under the General Data Protection Regulation (hereinafter: the “GDPR”); obligations with respect to such information (if any) are set forth in the ‘Data Processing Agreement.’

Article 10 - Processing of personal data

1. To the extent that CYS processes personal data from the Customer, in the context of the SaaS Service, The Customer determines the purpose and means of the processing and will thus act as a controller and CYS will act as a processor, within the meaning of the GDPR.

2. To the extent CYS acts as a processor, the following applies:

a. CYS will solely process personal data pursuant to the documented instructions of The Customer and for the performance of the SaaS Services in conformity with the Agreement, unless CYS is required by law to process personal data, in which case CYS will inform The Customer about this legal requirement, unless the provision of such information is prohibited by law.

b. CYS will take appropriate technical and organisational measures to protect the personal data against destruction, loss, alteration or unauthorised disclosure of, or access thereto.

c. CYS is obliged to keep the personal data confidential which The Customer makes available or accessible to CYS and ensures that all persons authorised by CYS to process the personal data are bound by this confidentiality requirement.

d. CYS will, within reason, assist The Customer in (i) complying with the obligations regarding responding to requests of data subjects (the persons to whom personal data relates), wishing to exercise their rights and (ii) complying with the obligations as laid down in Articles 32 up to and including 36 of the GDPR. Costs that CYS incurs for such assistance shall be borne or otherwise reimbursed by the Customer.

e. CYS will inform The Customer without undue delay upon becoming aware of a personal data breach within the meaning of the GDPR. The Customer will inform CYS prior and in writing to the use of the SaaS Service of the e-mail address to which CYS should send such notification.

f. CYS is entitled to engage third parties for the (support of the) performance of the Work. CYS will subject these third parties to contractual agreements to safeguard the careful processing of personal data in conformity with the GDPR. CYS will inform The Customer of the engagement or replacement of third parties. CYS will, upon request, inform The Customer about the engaged third parties prior to the use of The Customer of the SaaS Service.

g. CYS will conclude a data processing agreement (‘DPA’) with the Customer.

h. CYS enables The Customer to, after prior consultation with CYS, with reasonable intervals, demonstrate the compliance of CYS with the requirements as laid down in this paragraph 2, by (i) providing the necessary information, to be assessed by CYS, and by (ii) allowing audits by The Customer or, after joint consultation, a designated third party. CYS reserves the right to set reasonable conditions to the audits and to charge The Customer for costs incurred by CYS in view of the audit.

i. The Customer ensures the lawful provision of the personal data to CYS in the context of the SaaS Service and will comply with all legal obligations which The Customer is subject to pursuant to the applicable privacy legislation.

Article 11 - Disclaimer

1. CYS warrants that all services to be provided by CYS shall be performed in a professional manner. CYS makes no other warranties, whether explicitly or implied. More specific, CYS does not give any warranties about merchantability, fitness for a particular purpose and non-infringement of any service (including Software or a SaaS Service) or work performed by it.

2. The Software, SaaS Service, information and any other technology or materials provided by CYS to The Customer are provided “as is” and without warranty of any kind. Neither CYS, nor any of its subsidiaries, affiliates, suppliers, or licensors of CYS, warrants or represents that the software, Subscription or SaaS Service will be uninterrupted, error-free or secure. The Customer acknowledges that there are risks inherent to internet connectivity that could result in the loss of the privacy, data, confidential information, and property of The Customer or Users.

Article 12 - Indemnification

1. The Customer will indemnify CYS against all claims of third parties arising from or connected to the SaaS Service or Work performed or to be performed for the Customer, unless such claims result from intent or wilful recklessness on the part of the executive staff of CYS. The indemnity will include all loss suffered and all legal and other costs incurred by CYS in connection with the claims.

2. The indemnity under paragraph 1 of this Article is also stipulated on behalf of the persons, both individually and jointly, forming the Engagement Team, and on behalf of the other affiliated parties of CYS, whether engaged by CYS for the performance of the Work.

Article 13 - Limitation of Liability

1. CYS will perform the Work (and any additional work) to the best of its abilities on an effort obligation (“inspanningsverplichting”) and, in doing so, will exercise the required due care. The SaaS Service will be delivered on an “as is” basis. CYS will only be liable if The Customer can demonstrate that The Customer has suffered loss as a result of gross negligence or intent of CYS.

2. In case CYS is liable, the liability of CYS is explicitly limited to direct damages. Parties agree that the exclusive remedy of the Customer, in view of the liability of CYS for any damages based on any incident, is to recover from CYS direct damages up to the amount equal to the amount covered by its liability insurance. In the event the liability insurance of CYS does not cover the damages or the event, the total liability of CYS is limited to EUR 100.000,-. . In case The Customer makes use of a Trial Subscription, CYS will not be liable for any damages whatsoever and, in case of any liability, CYS will only be liable to a maximum amount of € 1.000,-.

3. CYS is never liable for any indirect damages (including but not limited to loss of profit, lost savings, loss of revenue, loss due to business interruption, loss of business), special, consequential, incidental, or punitive damages or losses. These limitations and exclusions apply even if the maximum amount set out above fails to fully compensate The Customer for any losses or does not satisfy its essential purpose or if The Customer knew or should have known about the possibility of the damages. To the maximum extent permitted by law, these limitations and exclusions apply to all or any claims related to the Agreement, the Order, the Services and/or the software related to the SaaS Services.

4. If the Customer makes use of the SaaS Service via a reseller or a partner, CYS will not be liable for any damages whatsoever.

5. This limitation of liability will also apply in full in the event of liability towards more than one User of the Customer; in that case, the amount paid by CYS to all Users jointly will not exceed one (1) time the yearly fee payable to CYS pursuant to the Order.

6. CYS will exercise due care when engaging third parties. CYS will not be liable for any errors and/or failures of such third parties.

7. The limitations on liability laid down in this Article operate both on behalf of CYS and of the persons, individually as well as jointly, that form the Engagement Team.

8. Group member firms of CYS other than CYS (whether or not engaged in the performance of the Work) will never be liable for any loss suffered on the part of The Customer in connection with the Work. The limitations on liability laid down in this article will also operate on behalf of all CYS Group-member firms other than CYS (whether or not engaged in the performance of the Work).

9. The provisions of this article relate to both contractual and non-contractual liability of CYS towards the Customer.

10. CYS will not be liable to The Customer for any delay or failure of CYS to perform its obligations if such delay or failure arises from any cause or causes beyond the reasonable control of CYS (“Force Majeure”). Force Majeure will include, but is not limited to, floods, fires, pandemics (including COVID19 and any variety or mutation thereof, power outages or other emergencies, or delays by The Customer in providing required resources or support or performing any other requirements.

Article 14 - Term and Termination

1. Parties may terminate the Agreement and any license granted under the Agreement pursuant to ninety (90) days written notice of termination before the next renewal date of the initial term specified.

2. The SaaS Service and any license created hereunder may be terminated with immediate effect by CYS for cause:

(i) if The Customer fails to make any payments (including ‘dunning’) due hereunder within thirty (30) days of the due date;

(ii) pursuant to a thirty (30) days written notice to The Customer if The Customer fails to perform any other material obligation required of it hereunder, and such failure is not remedied within such thirty (30) day period;

(iii) in case of a change of control of The Customer, meaning The Customer transfers 50% or more of its shares or a third party gains the decisive control over The Customer by any other means, or;

(iv) if The Customer files a petition for bankruptcy or insolvency, has an involuntary petition filed against it, commences an action providing for relief under bankruptcy laws, files for the appointment of a receiver, or is adjudicated a bankrupt concern.

3. In case of term of 1 year or more, the SaaS Service may be terminated by The Customer pursuant a ninety (90) days written notice to CYS if CYS fails to perform any material obligation required of it hereunder, and such failure is not remedied within ninety (90) days from receipt by CYS of the notice of the Customer, or a longer period if CYS is working diligently towards such remedy.

4. Upon termination of the SaaS Service, The Customer shall no longer have access to the SaaS Service or Software and The Customer shall not circumvent any security mechanisms contained therein.

5. Termination of the SaaS Service will not limit either party from pursuing other remedies available to it, including injunctive relief, nor will such termination relieve The Customer of the obligation to pay all fees that have accrued or are otherwise owed by The Customer under the SaaS Service.

Article 15 - Fair Use Policy

1. To prevent excessive and / or improper use of the SaaS Service and nuisance for other Customers, CYS has the right to take measures, such as charging an additional fee and any other statutory permissible measures, retroactively from the moment of discovery of the excessive and or improper use, when the allocated consumption volumes associated with the MRR are exceeded. Therefore CYS has a fair use policy which depends on the ARR of the Customer and which is set out in the Order/Agreement.

Fair use consumption volumes per EURO 12.000,- ARR:

10.000 emails sent per month per portal
1.000 reporting records in the database(s) per month per portal

2. The allocated consumption volumes can be expanded by purchasing additional consumption volumes. The Customer can contact CYS for this via: support@cys.group.

Article 16 – Managed Services

1. On the basis of the SLA Level chosen by The Customer, CYS will provide Managed Services for a certain amount of hours per year (starting from the date the Agreement enters into force).

2. CYS has full discretionary power to deduct Managed Services performed by it from the amount of hours available for Managed Services. CYS will act lenient towards the hours in case of fair use by The Customer. For reasons of clarity: CYS may, at its discretion, decide to perform extra hours on Managed Services without charging The Customer or decide not to deduct available hours for Managed Services performed. However, The Customer cannot derive any (future) rights from a decision by CYS to deduct or not to deduct hours for Managed Services.

3. In case The Customer has not used all the available hours for Managed Services during a one year period, these hours will not pass on to the next year. For reasons of clarity: this means that each year The Customer is entitled to the same amount of hours for Managed Services and hours which are not used during a certain year will expire.

4. Additional work, in case there are no hours left for Managed Services, CYS may charge these hours in conformity with the applicable hourly rates at that moment.

Article 17 - Acceptable Use Policy

1. The Customer will not do any of the following in connection with the use of the SaaS Services or any other Work or Service provided by CYS:

Violate applicable law or regulations;
Reverse engineer or tamper with the security of the SaaS Services or website;
Resell the SaaS Services or permit third parties to use the SaaS Services or website without prior written consent of CYS;
Make unauthorized copies of any content in the SaaS Services or website;
Upload Data that contains or contains links to third-party services, nudity, pornography, obscene content, sex, profanity, or foul language (except for legal and valid research purposes with CYS’ written consent);
Collect or process special categories of personal data or personal data relating to criminal convictions and offenses of EU citizens (as defined in the GDPR) other than in compliance with the provisions of applicable data protection law, including but not limited to the GDPR;
Upload, send, or store malicious software or data that condones, promotes, contains, or links to warez, cracks, hacks, their associated utilities, or other piracy-related information;
Upload data that infringes any copyrights, trademarks, patents, trade secrets, or other intellectual property rights;
Upload data that is racist or otherwise extremely offensive to others, including content that aggravates, harasses, threatens, defames, or abuses others;
Upload or display data that exploits images of children under 18 years of age;
Upload binary files or executable code;
Perform vulnerability tests, network scans, penetration tests, or other investigative techniques on the Software, SaaS Services or website;
Use the SaaS Services to send links to third-party services;
Use the SaaS Services in a way that circumvents usage limits;
Use the SaaS Services to collect data without appropriate authorization; and
Use the SaaS Services to collect data in a manner that is out of compliance with The Customer’s internal policies.

Article 18 - Miscellaneous

1. Pursuant to the Dutch Money Laundering and Terrorist Financing (Prevention) Act (“WWFT”, or the “Wet ter voorkoming van witwassen en financieren van terrorisme”), CYS is held to report any unusual intended or performed transaction to the supervisory authority insofar as it is identified in the context of our regular work. In addition, pursuant to the WWFT, CYS is held to perform client screening with regard to potential clients. This means, inter alia, the identification of the potential client and verification of the identity of The Customer prior to the Work. CYS can request the assistance of The Customer with regard to the client screening.

2. All rights and obligations arising from the Agreement that by nature and tenor are intended to continue in force after termination of the Agreement will remain in full force after the Agreement has ended.

3. Neither of the parties to the Agreement may transfer the rights and obligations arising from or related to the Agreement to a third party without the express written permission of the other party to this Agreement.

4. The Agreement is governed by Dutch law. All disputes arising from or connected to the Agreement will fall under the exclusive jurisdiction of the competent court in the district Breda. The United Nations Convention on Contracts for the International Sale of Goods with regard to Movable Property (the ‘Vienna Sales Convention’) does not apply.

5. CYS makes use of:

a Privacy statement (https://support.cys.group/support/solutions/articles/3000083352-privacy-statement-eng); and/or

a Cookie Policy (https://support.cys.group/support/solutions/articles/3000083354-cookie-policy-eng ); and/or

a Disclaimer (https://support.cys.group/support/solutions/articles/3000083356-disclaimer);

These additional Terms and Conditions, which may be obtained from CYS, form part of and incorporated by reference into any Agreement.

6. Each provision of these Terms and Conditions is a separately enforceable provision. If any provision of these Terms and Conditions are determined to be or becomes unenforceable, invalid, or contrary to law, such provision will be reformed to the minimum extent necessary for these Terms and Conditions to remain in full effect. Such modification shall seek to be as similar in nature, scope, and tenor as the original provision. In view of such invalidity or unenforceability, the other unaffected provisions shall remain in full force.

Terms and Conditions

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