for the private company with limited liability Keyn B.V., registered in the Trade Register of the Chamber of Commerce under number 72100419
ARTICLE 1: DEFINITIONS
1.1. Subscription: the Distance Contract between the User and Keyn regarding the use of the paid version of the Application;
1.3. App Store: the app store of Apple Inc. or the Google Play Store, where the User can download the Mobile Application;
1.4. Application: the whole application, consisting of the Mobile Application and Extension;
1.5. Services: the services provided by Keyn through its Application, aimed at the management of digital passwords as well as other activities performed by Keyn;
1.6. Third-Party Services: websites, services and applications of third parties;
1.7. Extension: the browser extension developed by Keyn to provide its Services;
1.8. User: the natural or legal person that enters into a Distance Contract with Keyn and accesses or uses Keyn’s Website or Application;
1.9. Right of Withdrawal: the possibility for consumers to withdraw from the Distance Contract within the agreed cooling-off period pursuant to Section 230(o) of Book 6 of the Dutch Civil Code;
1.10. Keyn: the private company with limited liability Keyn B.V., registered in the Trade Register of the Chamber of Commerce under number 72100419, all of Keyn’s affiliated companies and/or any third parties to be designated by Keyn;
1.11. Mobile Application: the app developed by Keyn to provide its Services;
1.12. Distance Contract: a contract under which one or more distance communication technologies are used exclusively within the framework of a system created by Keyn for distance selling of products and/or services through to the closing of a contract;
1.13. Paper Back-up: twelve (12) words that the User must write down after installing the Mobile Application. These twelve words represent the unique and randomly generated Random Seed;
1.14. Parties: Keyn and the User jointly;
1.15. Random Seed: the randomly generated key from which the User’s passwords are derived on the basis of a deterministic algorithm;
1.16. Website: the website developed by Keyn (www.chiff.app) for the purpose of providing its Services.
ARTICLE 3: FORMATION AND AMENDMENT OF THE CONTRACT
3.1. A Distance Contract between the Parties is formed as soon as the User downloads and/or uses the Application, or as soon as the User uses Keyn’s Services in any other manner, or if Keyn performs any other activities that follow naturally from the current contract and the User does not object on the same day.
3.2. Amendments to this Distance Contract are only binding to Keyn if and in so far as they have been explicitly agreed in writing and in so far as Keyn has been represented in this by an officer who is duly authorised by virtue of Keyn’s Articles of Association. Such deviations do not have any binding effect on other contracts/legal acts between Keyn and the User.
ARTICLE 4: USE OF KEYN
4.1. The User can only use the Services in so far as the User has the appropriate or necessary equipment, including, but not limited to, a smartphone or tablet, as well as access to internet, e.g. (without limitation) by means of a subscription at a telecommunications service.
4.2. As soon as the Mobile Application is installed, the latter will generate a unique and random Random Seed. The User’s passwords will be derived from this Random Seed. The Random Seed can be represented as twelve (12) words (‘Paper Back-up’).
4.3. The User is responsible for the safekeeping of their Paper Back-up. Keyn does not accept any liability for this in any way.
4.4. The User agrees that Keyn can contact them via push notifications. The User can disable Keyn’s push notifications at any time through the Mobile Application as well as through the equipment used by the User.
4.5. The User’s passwords are only stored on the User’s smartphone or tablet. Keyn has no access to the User’s passwords. Keyn is in no way able to restore or retrieve the User’s secured data. The User can restore or retrieve their secured data themselves by means of their Paper Back-up.
4.6. In order to restore an account by means of the Paper Back-up, Keyn will store the following User data: (i) websites at which the User has an account; (ii) the User’s user names; and (iii) other configuration data. These data are encrypted and are not accessible to Keyn.
4.7. The Application and the Website may not be used for any other purposes than the purposes for which they have been made available to the User. Therefore, the User is not allowed to change, edit, hack, translate, copy, disseminate, pledge, transmit, exploit, encumber, crack or otherwise modify (any part of) the Application or the Website. The User is also prohibited from reproducing, licensing or distributing (any part of) the Application or the Website.
4.8. Keyn has the right to modify or delete the contents of the Application and/or the Website at its own discretion and/or to refuse Users (partial or temporary) access to the Application and/or the Website.
4.9. The functionality to scan QR codes with the Mobile Application may only be used to scan those QR codes that have been generated by the Extension.
4.10. The User uses the Applications, the Services and the Website at their own risk. The User is obliged to familiarize themselves with and is deemed to understand the risks associated with the Application, the Services and the Website.
ARTICLE 5: PRICES
5.1. Keyn offers the User two versions:
a. a free version, which is functional, but limited to only eight (8) accounts (‘free version’); or
b. a paid version, with an unlimited number of accounts (‘Subscription’).
5.2. Users who take out a subscription have the right to terminate the Subscription during the first fourteen (14) days without giving any reasons. The cooling-off period will commence on the date that the User takes out the Subscription.
5.3. All amounts that the User owes to Keyn for the Subscription must be paid by the User to Keyn in advance. The User will be invoiced recurrently and periodically. Keyn offers two possibilities: annual and monthly payment.
5.4. All costs and prices quoted by Keyn or agreed between the Parties, and all statements in that respect, are non-binding and can be changed by Keyn with the User’s prior written approval at any time.
5.5. All costs and prices quoted by Keyn or agreed between the Parties are denominated in the currency of the User’s country of residence and, therefore, should be paid to Keyn in that same currency unless Keyn has explicitly stated otherwise in writing.
5.6. All costs and prices quoted by Keyn or agreed between the Parties are inclusive of VAT, government levies, insurances, transaction costs as well as other duties and expenses.
5.7. At the end of each period, the Subscription will be renewed automatically under the same conditions and against the then applicable rates. After the automatic renewal of the Subscription, the User has the right to terminate the Subscription subject to a notification period of one month.
ARTICLE 6: PAYMENT
6.1. In the event of a Subscription, the User must pay the prices, costs and other amounts owed to Keyn through the App Store. The availability of the relevant payment method depends on various factors, such as the User’s location and the User’s bank. Therefore, Keyn cannot guarantee the proper functioning of the payment method and can never be held liable for any damage resulting from the payment method.
6.2. In the event that the User has not paid within the payment term determined by Keyn, the User is legally in default without any prior notice of default being required.
6.3. Any complaints about the prices and costs charged to the User can be lodged with Keyn in writing within fourteen (14) days after the relevant amounts have been paid by the User to Keyn or after the invoice date, such at the risk of forfeiting all rights.
6.4. In the event that the User defaults on the (timely) fulfilment of their (payment) obligations, all reasonable costs incurred to obtain an out-of-court settlement are at the User’s expense. In any event, the User will owe Keyn the incurred collection costs in the event of a money claim. The amount of the collection costs is calculated in conformity with the Dutch Extrajudicial Collection Costs (Standards) Act (‘Wet Normering Buitengerechtelijke Incassokosten’) with a minimum amount of €40 (exclusive of VAT). Any reasonable legal and execution costs will also be at the User’s expense.
6.5. Payments made by the User will initially serve to pay all interest and costs due, and subsequently to settle the longest outstanding invoices, even if the User states that the payment is for a later invoice.
6.6. Keyn is entitled at all times to demand that a (proprietary) security be provided by the User for the fulfilment of the User’s (payment) obligations under the contract.
6.7. The full action for payment is immediately due and payable if:
a. a payment term has been exceeded;
b. the User applies for a moratorium or has been granted a statutory debt adjustment;
c. the User’s property or receivables are seized;
d. the User is placed under guardianship or deceases.
ARTICLE 7: CONFIDENTIALITY
7.1. All information that is confidential in the opinion of Keyn and that the User obtains regarding Keyn and its Services, as well as all information the User obtains regarding third-party users, must be kept confidential and can only be used in relation to the Services.
ARTICLE 8: USER AND SECURITY
8.1. The User has full responsibility for protecting and operating the electronic equipment on which they have downloaded the Application or, as the case may be, with which User makes use of the Services. The User is held to protect their equipment adequately, including, without limitation, by not interrupting the security of the operating system, as well as by periodically monitoring and updating it.
8.2. The User is fully responsible for configuring adequate authentication methods on their equipment, for safeguarding the confidentiality and/or protecting the means of authentication required to do this.
8.3. The User should make all reasonable efforts to prevent the loss, theft or misuse of the equipment referred to in #### Article 8(1) as well as their Paper back-up. The User is aware of the risk arising from the loss, theft or misuse of the relevant equipment or their Paper Back-up, including, but not limited to, the risk that a third party may gain (illegal) access to the User’s passwords.
8.4. The User is not allowed to disclose their Paper Back-up to any third parties, including employees of Keyn. If the User loses or forgets their Paper Back-up, Keyn cannot provide any help to recover the User’s accounts.
8.5. If the User has any suspicion that their Paper back-up is being used by a third party, or has been misused and/or impaired, the User must notify Keyn of this suspicion as quickly as possible in writing.
ARTICLE 9: LIABILITY OF KEYN
9.1. The limitation of Keyn’s liability in conformity with the provisions of this #### Article 9 only applies in so far as permitted by the law. The limitation of liability does not apply in the event of intent or wilful recklessness on the part of Keyn or its managerial staff.
9.2. Keyn is only liable to the User for any direct damage as a consequence of an attributable failure and/or an unlawful act or omission on the part of Keyn. Direct damage is exclusively understood as (i) property damage; (ii) the costs reasonably made to ascertain the cause and scope of the damage, in so far as it relates to damage within the meaning of this article; (iii) costs reasonably and demonstrably made to ensure that Keyn’s defective performance will still meet the requirements of this contract, in so far as these costs can be attributed to the Keyn; and (iv) costs reasonably and demonstrably made by the User to prevent or limit direct damage, in so far as the User can demonstrate that these costs have resulted in a reduction of the direct damage within the meaning of this article.
9.3. Keyn’s liability is at all time limited to:
a. the direct damage. Keyn will never be bound to compensate indirect damage. Indirect damage is understood as all damage that is not direct damage, including in any event, but not limited to, consequential damage, loss of income or business opportunities, loss of profit and damage as a result of business interruption;
b. Keyn’s liability is in any event always limited to the amount of insurance payment that Keyn receives in a particular case.
9.4. Save for intent or wilful recklessness on the part of Keyn, Keyn is never liable for any damage of whatever nature as a result of:
a. any loss of or damage to the User’s reputation or goodwill;
b. any loss of goods, properties, monies, opportunities, clients or contacts of the User;
c. any loss or waste of overhead costs or management or staff hours of the User;
d. any use of hardware, software or (corruption of) data, including, but not limited to, any loss or damage as a result of or in relation to any inaccuracy, fault or omission in/of digital price or cost data;
e. incompetent use by the User of the Application and/or the Paper Back-up or the Services provided by Keyn;
f. use of electronic equipment and (public) networks;
g. apparent printing, writing or typesetting errors;
h. loss and/or theft of the electronic equipment on which the User uses the Services, or of the User’s Paper back-up;
i. loss in any way of the User’s Paper back-up;
j. computer viruses, spyware, scareware, Trojan horses, worms, other malware or other security breaches that may affect the electronic equipment on which the User uses the Services;
k. phishing or other digital activities intended to cheat the User out of personal information;
l. a failure or temporary interruption of the Application, Website or Service provided by Keyn or other services and products provided by Keyn;
m. abuse or any other use of the Application or Services by the User contrary to the applicable laws and/or regulations;
n. third parties who are engaged in the execution of the contract at the User’s request or with the User’s permission;
o. insufficient or, as the case may be, inadequate knowledge on the part of the User with respect to the risks arising from using the Application or the Services;
p. a breach of the contract between Parties on the part of Keyn that can be attributed to a situation of force majeure in accordance with the provisions of Article 11;
q. the fact that Keyn has based itself on inaccurate, incomplete and/or unreliable data, documents and information provided by or on behalf of User
9.5. The Services will be provided in proportion to availability and without any guarantee being given.
ARTICLE 10: INTELLECTUAL PROPERTY
10.2. Updates will be automatically installed or must be installed by the User. Failure to install an update may lead to the malfunctioning of the Application.
10.3. All intellectual property rights that are (or will be) attached to Keyn’s products of the mind and products that have been developed by Keyn, remain vested in Keyn. The User is explicitly forbidden to multiply, disclose or exploit these products in any other manner than provided for in #### Article 10(1).
10.4. The User is not allowed to make use of any intellectual property rights of Keyn without permission from Keyn and/or for the purpose of obtaining an expert opinion on Keyn’s activities.
10.5. The User will notify Keyn of any breach or any improper use of the intellectual property rights vested in Keyn.
ARTICLE 11: FORCE MAJEURE
11.1. Keyn has the right to suspend the execution of its duties under the contract between the Parties for the duration of the situation of force majeure or to terminate them in full or in part, without being held to any compensation towards the User.
11.2. Force majeure is understood to mean any circumstances that may temporarily or permanently prevent performance of the contract and that cannot be attributed to Keyn. This includes in any event, but is not limited to, war, danger of war, riot, government measures, extraordinary weather conditions, illness of Keyn’s personnel, strike, fire, disruptions in the computer network and other serious interruptions of Keyn’s business operations.
ARTICLE 12: TERMINATION OF THE SUBSCRIPTION AND DISCONTINUATION OF THE APPLICATION AND/OR THE WEBSITE
12.1. Without being held to any damages, Keyn has the right to terminate the Subscription in full or in part and to deny any use of the Application and/or the Website without any prior notice of default being required, if:
a. the User does not, not timely or not completely fulfil their duties under the contract with Keyn;
b. Keyn suspects that the User is using the Services in a fraudulent or unauthorised manner;
c. the User applies for a moratorium or has been granted a statutory debt adjustment;
d. the User’s property or receivables are seized;
e. the User is placed under guardianship or deceases.
12.2. If the contract is terminated, any amounts owed by the User to Keyn are immediately and fully due and payable. Keyn will never be liable for any legal (trade) interest or (extrajudicial) collection costs.
12.3. If Keyn terminates the Subscription or denies use of the Application and/or Website, Keyn will reimburse the instalments already paid in advance by the User.
12.4. The User has at all times the right to terminate their Subscription through the App Store. The User can continue to use the Subscription until the scheduled renewal date. The User is not entitled to reimbursement of the current term.
12.5. The User has at all times the right to delete the Application and to terminate their use thereof, however, only if and in so far as the User has fulfilled all their obligations towards Keyn.
12.6. Upon termination of the Subscription by either the User or Keyn, the Subscription will be converted into the free version.
ARTICLE 13: COMPLAINTS
13.1. Any complaints with respect to the Application, the Services or otherwise arising from the contract with Keyn, must be notified to Keyn in writing, together with a detailed account of the complaint, within two (2) months after the relevant fact to which the complaint relates has occurred, such at the risk of forfeiting all rights.
13.2. Lodging a complaint does not release the User from their obligations under the contract, nor does the User have the right to suspend their obligations.
13.3. Keyn must be enabled to investigate the complaint. In the event of unjustified complaints, Keyn has the right to charge all reasonable costs of the investigation to User.
13.4. It is preferable to go through the present complaint procedure before submitting a dispute to the competent court.
ARTICLE 14: PRIVACY
14.2. It is possible that Keyn is legally obliged to submit personal data to competent government bodies, police or investigative authorities.
ARTICLE 15: APPLICABLE LAW
15.1. All contracts or, as the case may be, legal relationships between Keyn and the User are governed by Dutch law.
15.2. All disputes between Keyn and the User will be settled by the District Court of The Hague, Sub-district Venue of The Hague, with the proviso that Keyn is always entitled to submit a dispute to the court of the jurisdiction in which the User resides.