Version 0.6 (draft), 30-10-2026. New compared with version 0.5: these terms no longer contain prices, trial periods or product options; what applies is what the Customer portal or the offer states at the time of ordering (articles 4.1, 4.5, 5.1 and 16). The product annex has been dropped. Version 0.5 added the monthly continuation of a yearly subscription after its first year (article 16.4) and a refund if KoonSystems stops a product during a paid period (article 6.4). The company details in [brackets] are filled in before the first agreement. Until then this is a draft from which no rights can be derived.
Article 1. Definitions
1.1 KoonSystems: [trade name and legal form], established in [place], Chamber of Commerce [number], VAT [number], email info@koonsystems.com.
1.2 Customer: the business that enters into an agreement with KoonSystems or requests a trial key; for KoonLearn also a consumer, a natural person not acting for purposes of a trade, business or profession (Consumer).
1.3 Software: the software of KoonSystems, including KoonScan (KoonSystems Scan for SAP B1), KoonFSM (KoonSystems Field Service Management for SAP B1), KoonHRM (KoonSystems HRM), KoonCRM (KoonSystems CRM for SAP B1) and KoonLearn (a training simulation for SAP Business One on learn.koonsystems.com), including updates, documentation and manuals.
1.4 Licence key: the file issued by KoonSystems that unlocks the Software for a specific company, a specific size and a specific period.
1.5 Agreement: any agreement between KoonSystems and Customer about the Software, including a trial period and the free tier.
1.6 Customer portal: portal.koonsystems.com, where Customer orders, pays, manages licences and Seats and finds its invoices.
1.7 Seat: the right of one named person, identified by an email address, to use a licence or a KoonLearn module.
Article 2. Applicability
2.1 These terms apply to every offer, every Licence key and every Agreement. Purchasing or other terms of Customer do not apply.
2.2 KoonSystems supplies businesses only, not consumers, with the exception of KoonLearn (article 16).
2.3 Deviations apply only when agreed in writing.
2.4 Where the Dutch text and a translation differ, the Dutch text prevails.
Article 3. Conclusion of the Agreement
3.1 An Agreement is concluded when Customer completes an order in the Customer portal, accepts an offer from KoonSystems by email, enters a Licence key in the Software, or installs the Software after accepting these terms.
3.2 An offer is valid for thirty days. Obvious errors in an offer or on the website do not bind KoonSystems.
3.3 Information on the website, in manuals and in the knowledge base is for information only. Only what is in the Agreement has been agreed.
3.4 When ordering in the Customer portal, Customer accepts these terms; KoonSystems stores the version accepted and the time. An order is final once the payment has succeeded or, when paying on invoice, once the order has been confirmed. Customer receives a confirmation by email with the invoice.
Article 4. Licence
4.1 For the term of the Agreement, KoonSystems grants Customer a non-exclusive, non-transferable right to use the Software within its own business, for the number of units and the company (SAP company or installation) for which the Licence key was issued. The licence unit of a product (for example a device, a user, an active employee or a Seat) and what counts towards it are as stated in the Customer portal or the offer at the time of ordering.
4.2 Customer may not rent out, resell, sublicense, make available to third parties or use for third parties the Software, except for an IT service provider that manages the Software on Customer's behalf.
4.3 Customer may not decompile, reverse engineer or modify the Software, or circumvent the licence check, except to the extent mandatory law allows.
4.4 All intellectual property rights in the Software remain with KoonSystems. Customer acquires no ownership. Data entered by Customer remains Customer's.
4.5 Where a product has a trial, it gives full access for a limited time: the period the Customer portal shows when the trial is started. There is one trial per product per organisation and per installation. Afterwards the product's free tier applies, if it has one, unless Customer enters into an Agreement; what the free tier includes is stated in the Customer portal. The free tier may be used without time limit, under these terms.
4.6 KoonSystems may check that use stays within the licence, based on what the Software itself records (number of devices or employees). The Software sends no business data to KoonSystems for this; see article 12.
4.7 Customer tests the Software, in every version and before every use in production, first in a test environment: a SAP Business One test company or a separate installation without real data, as the manual describes. This applies in particular to a trial key and the free tier. Use in production without that test is at Customer's own expense and risk.
Article 5. Price and payment
5.1 Prices are in euros, excluding VAT, as stated in the Customer portal or the offer at the time of ordering. Customer chooses one of the plans offered there for the product, such as a monthly or an annual plan; the plan determines the term and when Customer pays.
5.2 Customer pays in the Customer portal with the payment methods offered there, in advance per term. An organisation can pay an annual plan on invoice, within fourteen days of the invoice date. On late payment Customer owes the statutory commercial interest and the extrajudicial collection costs, and article 6.5 applies.
5.3 KoonSystems may change its prices. For a running subscription a new price applies from the first term that starts at least thirty days after notice by email. Customer may cancel before that term starts.
5.4 More units during a term is an upgrade in the Customer portal: the difference is charged pro rata for the rest of the current term, and the new Licence key is available right away. Fewer units during a term is not possible; Customer then cancels and buys again.
5.5 Only KoonSystems makes refunds. A chargeback ends the licence or access concerned and blocks new purchases until it has been settled.
Article 6. Term and termination
6.1 A business customer has no right of withdrawal. A monthly plan can be cancelled at any time and ends at the end of the paid month. An annual plan runs for twelve months and renews for twelve months at a time, unless Customer cancels before the end of the contract year; cancelling takes effect at the end of that contract year. Customer cancels in the Customer portal or by email.
6.2 Either party may terminate the Agreement immediately if the other party is bankrupt, applies for a moratorium, ceases its business, or fails to perform a material obligation and does not remedy this after a written reminder with a fourteen-day term.
6.3 After the Agreement ends, the Licence key lapses and the free tier remains available. Customer's data stays in its own database and can be exported; KoonSystems keeps none of it.
6.4 Termination gives no right to a refund of amounts paid in advance, except on termination by Customer under article 5.3 or 6.2. If KoonSystems stops a product during a paid period, so that it can no longer be used, Customer receives back the part paid in advance for the time after that.
6.5 If a payment fails, Customer has seven days of grace, with reminders by email. After those seven days KoonSystems issues no new Licence keys until Customer has paid; sixty days later the subscription ends. Once Customer pays, the licence is active again right away.
Article 7. Delivery, installation and updates
7.1 The Software is delivered digitally (download in the Customer portal and Licence key). Customer installs it, or has it installed, following the manual. KoonSystems does not install on site.
7.2 Customer provides the environment the manual prescribes (server, operating system, database, SAP Business One with Service Layer, devices, network, backups) and the licences of third parties, including those of SAP.
7.3 KoonSystems makes updates available for as long as the Agreement runs. Customer installs updates itself. KoonSystems supports the last two major versions.
7.4 New versions may change or drop functions; KoonSystems announces a function to be dropped at least six months in advance in the release notes.
7.5 A Licence key is valid for at most thirty-five days and renews automatically while the licence is paid for. On a server without internet, Customer enters the new key by hand from the Customer portal; KoonSystems sends an email seven days before the key expires.
7.6 The SAP company or installation of a licence can be changed twice per twelve months; the named user of a Seat once per Seat per thirty days. After a change KoonSystems issues a new Licence key right away; the previous key remains valid until its own end date at the latest.
Article 8. Support, availability and warranty
8.1 Support is by email, on working days, with a target of a reply within two working days. There is no 24/7 support and no telephone support. Support does not include training, configuration or custom work; those are available on quotation.
8.2 KoonSystems makes reasonable efforts to fix defects in the Software within a reasonable time. A defect is a deviation from the documentation that is reproducible on a supported version.
8.3 The Software is provided as is. KoonSystems does not warrant that the Software is free of defects, works without interruption, or is fit for a particular purpose, nor that the Software works with versions of SAP Business One, operating systems or devices other than those named in the documentation.
8.4 Where the Software contains statutory rules or deadlines as default values (for example leave expiry, the deadlines of the Dutch Gatekeeper Improvement Act, the chain rule or retention periods), these are settings that Customer checks and adjusts where needed. The Software gives no legal, tax or employment-law advice. Customer remains responsible for its administration, its employment contracts and compliance with law and collective agreements.
8.5 Customer is responsible for the correctness of what it posts in SAP Business One with the Software, for its backups, for managing users, roles and passwords, and for keeping the setup code and the Licence key confidential.
Article 9. Liability
9.1 KoonSystems's total liability, on whatever ground, is limited to the amount Customer paid under the Agreement in the twelve months before the event causing the damage, with a maximum of €10,000 per year. The lower of the two applies.
9.2 For the free tier and a trial key, KoonSystems's total liability is limited to €250: Customer pays nothing for them and tests the Software in a test environment under article 4.7 before any use in production. Damage from use in production without that test is entirely for Customer's account.
9.3 KoonSystems is not liable for indirect or consequential damage, including lost profit, missed savings, loss or corruption of data, business interruption, fines from regulators and damage from incorrect postings in SAP Business One or in a payroll administration.
9.4 The limitations and exclusions do not apply in the event of intent or deliberate recklessness of KoonSystems or its managers, nor to damage from death or injury.
9.5 A right to compensation arises only if Customer reports the damage in writing within thirty days of discovery and KoonSystems is given a reasonable period to remedy it.
9.6 Customer indemnifies KoonSystems against claims of third parties (including Customer's employees and regulators) arising from Customer's use of the Software.
Article 10. Force majeure
10.1 KoonSystems need not perform for as long as force majeure prevents it, including outages at hosting providers, illness, changes in software or terms of SAP or other suppliers, and cyber attacks not attributable to KoonSystems. If the force majeure lasts longer than sixty days, either party may terminate the Agreement for the unperformed part.
Article 11. Confidentiality
11.1 The parties keep each other's confidential information secret and use it only for the Agreement. For KoonSystems this covers everything it sees during support or vendor access (article 12.4).
Article 12. Privacy and data
12.1 The Software runs on Customer's systems. KoonSystems has no access to the data Customer processes in the Software or in SAP Business One and is not a processor for it. Customer is the controller for the personal data of its employees and business relations.
12.2 The Software sends only the following data to KoonSystems: on automatic licence renewal, the licence code and the Software version (see the privacy statement on koonsystems.com). No postings, stock levels, names, files or other business data. Customer can switch automatic renewal off.
12.3 The Licence key contains the company name, the SAP company or an installation id, the number of units and the end date. KoonSystems keeps that data for as long as the Agreement runs and for seven years afterwards for its records.
12.4 If, at Customer's request, KoonSystems gets access to personal data (for example vendor access in KoonHRM with access to files, or a database or backup for support), the processor annex applies and KoonSystems processes that data only for that request, as briefly as possible and confidentially.
12.5 KoonSystems reports a security vulnerability in the Software that affects Customer as soon as possible, with an update or a temporary measure. Customer reports a data breach to its own regulator; KoonSystems helps with the technical facts.
Article 13. Trademarks and third parties
13.1 SAP and SAP Business One are trademarks of SAP SE. KoonSystems is not a partner, reseller or representative of SAP; the Software is not a product of SAP. "for SAP B1" describes the integration.
13.2 The Software contains third-party components under open-source licences; the list is in the Software. Their own terms apply to those components alongside these.
13.3 Which SAP licences Customer needs for its users, also for indirect access through the Software, is for Customer to determine with its SAP partner. KoonSystems makes no commitments about it.
Article 14. Website and knowledge base
14.1 The information on koonsystems.com, in the knowledge base and on the product pages has been compiled with care, but may be outdated or incomplete. No rights can be derived from it; quotations from third-party documentation belong to those third parties.
14.2 KoonSystems may change the content of the website and these terms. For a running Agreement, changed terms apply only from the next renewal, provided they were announced at least thirty days in advance; Customer may then terminate.
Article 15. The card game
15.1 The card game by Koonsultancy, a trade name of KoonSystems, is at koonsultancy.com. It is offered free of charge and "as is", without warranty and without support, and is otherwise not covered by these terms. The privacy statement on koonsultancy.com applies to the leaderboard. KoonSystems may remove scores from the leaderboard in case of abuse.
Article 16. KoonLearn
16.1 KoonLearn is a training simulation for SAP Business One on learn.koonsystems.com. Part of it is free. Paid access is bought in the Customer portal, also from within the simulation, as one-off access (article 16.2) or as a subscription (article 16.3). Which options there are, what each includes, the prices and any volume discount are as stated in the Customer portal at the time of ordering. KoonLearn is exam preparation: KoonSystems gives no guarantee of an exam result, and modules that go beyond the exam material are not preparation for an SAP certification.
16.2 One-off access is paid once, without a subscription, and applies for an indefinite period to the version bought. Where the Customer portal offers an upgrade from one option to a more extensive one, the price shown there applies. Modules that KoonSystems adds later are not part of one-off access. It is a personal, non-transferable right of the person who holds the Seat. If KoonSystems stops offering KoonLearn or a module, it announces this at least six months in advance.
16.3 A subscription is per Seat and is paid in advance per month or, with a yearly plan, for the first year at once (article 16.4). As long as the subscription is paid, the Seat has access to the modules the subscription includes according to the Customer portal, including updates and, where the Customer portal says so, modules added later. Article 5.3 applies to price changes.
16.4 By way of derogation from articles 5.1 and 6.1: a monthly subscription renews per month. For an organisation it has a minimum term of three months; after that it can be cancelled at any time. A Consumer can cancel it at any time. It ends at the end of the paid month. A yearly subscription is paid twelve months in advance and is fixed for that first year. After that it continues per month at a twelfth of the yearly price paid and can be cancelled at any time with effect from the end of the paid month; a cancellation in the first year takes effect at the end of that year. Cancelling is done in the Customer portal or by email.
16.5 Access under a subscription ends at the end of the paid period. If a payment fails, article 6.5 applies: after seven days of grace, access is paused until the payment has been received. When the subscription ends, its Seats lapse. Article 6.4 applies to amounts paid in advance.
16.6 More Seats during a term is an upgrade under article 5.4. Where the Customer portal offers it, switching to a more extensive subscription is possible during a term: the difference is charged pro rata for the rest of the current term, after which every term is charged at the price of the new subscription. Switching to a less extensive subscription is done by cancelling and buying again.
16.7 Every purchased access, one-off or by subscription, is a Seat for one email address. In an organisation the buyer gets the first Seat of each module, unless the buyer already has that module there; the owner of the organisation assigns the other Seats in the Customer portal. An assigned Seat can be changed to another email address once per thirty days. One email address has a module only once per organisation. Whoever signs in on learn.koonsystems.com with the email address of a Seat has access to that module.
16.8 For a Consumer, prices include the VAT of the country where the Consumer lives. Access starts right away, also with a subscription. Before paying, the Consumer therefore ticks: "I want access right away and know that I then lose my right of withdrawal." (article 6:230p under d of the Dutch Civil Code; Directive 2011/83/EU, article 16(m)). Without that consent the order cannot be completed. KoonSystems stores the time of the consent and the version of these terms, and confirms the order by email with the invoice.
16.9 Articles 4.6, 4.7, 7 and 12.1 to 12.3 concern installed Software and do not apply to KoonLearn; the privacy statement on koonsystems.com applies to accounts and progress in KoonLearn. For a Consumer, the limitations in articles 8.3 and 9 apply only insofar as mandatory law permits, and the Consumer keeps the statutory rights for digital content and digital services.
16.10 Article 5.5 applies to refunds and chargebacks; they remove the Seats of the order concerned.
Article 17. Governing law and disputes
17.1 Dutch law applies to every Agreement. The Vienna Sales Convention is excluded.
17.2 Disputes are first resolved in consultation; if that fails within thirty days, the court [of KoonSystems's place of business] has jurisdiction.
17.3 For a Consumer, this choice of law does not take away the protection of the mandatory law of the country where the Consumer lives, and the Consumer may also go to the competent court there.
Processor annex (only with vendor access or support involving data)
This annex applies only when Customer itself gives KoonSystems access to personal data (article 12.4). It covers what article 28 of the GDPR requires as a minimum.
1. Subject and duration. KoonSystems processes Customer's personal data only to carry out Customer's specific request (troubleshooting, repair, migration), only during the period Customer enables in the Software or names in the request, and not afterwards.
2. Nature and purpose. Reading, and changing only on Customer's instruction; never for its own purposes; never passed on to third parties.
3. Types of data and data subjects. What Customer holds in the Software about its employees, business relations and users, including, if Customer enables it, sensitive data (citizen service number, sick leave).
4. Instructions. KoonSystems acts only on written instruction (email or the request in the Software). If an instruction appears to conflict with the law, KoonSystems says so first.
5. Security. Access only with two-step verification, through the vendor access the Software logs; no copies outside Customer's environment unless Customer asks for it, and then encrypted and deleted as soon as the request is completed.
6. Confidentiality. The persons with access are bound to confidentiality.
7. Sub-processors. None, unless Customer agrees in writing in advance.
8. Data breaches. KoonSystems reports a breach it causes or discovers during that access without undue delay, at the latest within 48 hours, to Customer with the facts Customer needs for its own notification.
9. Assistance. KoonSystems reasonably assists Customer with requests from data subjects and with a data protection impact assessment, as far as the Software is concerned.
10. Afterwards. Everything KoonSystems received in the context of the request is deleted; on request KoonSystems confirms this in writing.
11. Audit. Customer can inspect the Software's log; for further assurance KoonSystems provides a written statement on request.
12. Responsibility. Customer remains the controller and warrants that it may lawfully allow the data to be accessed.

