Terms & conditions
Terms of Service
1. General
1.1. These Protocol Terms of Service (including the attached Addenda; “Terms of Service”) apply to the access to and use of the Protocol software solution (“the SaaS Service”) owned, operated and made available by TAXOLOGY B.V., a private company with limited liability, incorporated and existing under Dutch law, having its registered office at Blaak 34, 3011 TA Rotterdam, the Netherlands, registered with the trade register of the chamber of commerce under number 66086922, (“TAXOLOGY”) and the optional delivery of professional or operational support services in connection with Client’s use of the SaaS Service (“the Professional Services”) provided by TAXOLOGY at Client’s request. The SaaS Service and the Professional Services collectively are referred to as “the Services”.
1.2. These Terms of Service together with the (online) order form for the SaaS Service (“Order Form”) signed or otherwise accepted by you and (if applicable) the statement of work (“SOW”) for the Professional Services form the agreement between you, whether an individual user or a business entity, the client ( “Client”,” or “you”) and TAXOLOGY.
1.3. These Terms of Service also apply to the use of the SaaS Service by Client’s affiliates and/or third parties (e.g. its or its affiliate’s end users, employees, authorized contractors) under control by or under contract with Client ( “Users”) and Client shall be responsible for compliance with these Terms of Service by such Users, except with regard to a third party that has a direct agreement with TAXOLOGY for the use of the SaaS Service.
1.4. Please read these Terms of Service carefully before accepting the Terms of Service and the Order Form for your subscription for accessing and using the Saas Service. You indicate your acceptance of and you agree to be bound by these Terms of Service by completing the Order Form for your subscription for accessing and using the SaaS Service and (if applicable) by signing the SOW for Professional Services. If you accept these Terms of Service on behalf of any corporation, partnership or other entity, you represent and warrant that you are authorized to legally bind such entity to these Terms of Service.
2. Access to and use of the SaaS Service
2.1. Subject to Client’s compliance with these Terms of Service and Client’s timely payment of the applicable fees as specified in the Order Form, TAXOLOGY hereby grants to Client a non-exclusive, non-transferable right to access and use the SaaS Service for the term as specified in the Order Form (“License”).
2.2. The SaaS Service is designed to provide diagnostics, visibility, governance, and control relating to withholding tax on dividend and interest income from Client’s global portfolio investments (public equities and fixed income), including but not necessarily limited to identifying withholding tax leakage, in the form of custody withholding tax service gaps and/or non-custody withholding tax reclaim opportunities (the “Permitted Purpose”). Custody withholding tax service gaps are discrepancies between the withholding tax recovery services agreed between Client and its custodian(s) and services delivered by Client’s custodian(s). Important examples of custody withholding tax service gaps are relief at source missed by Client’s custodian and expected custody tax reclaims not submitted or submitted for lower amounts than expected. Non-custody withholding tax reclaim opportunities means tax reclaims Client may be eligible for as identified by the SaaS Service which fall outside Client’s custodian’s withholding tax recovery service to Client. The SaaS Service does not itself execute withholding tax reclaims, submit filings, or interact with tax authorities or custodians. Taxology may perform such activities as Professional Services when agreed upon in a SOW.
2.3. The SaaS Service incorporates a tax rules-, eligibility-, and procedural- database developed and maintained by TAXOLOGY, which applies general tax law provisions, tax treaty rules, administrative practices, and procedural requirements as internal reference logic in order to identify potential non-custody withholding tax relief and reclaim opportunities based on the data made available to the SaaS Service.
2.4. Outputs generated by the SaaS Service, including indications that Client may be eligible for certain withholding tax reliefs or reclaims, are generated through predefined logic, assumptions, and data processing workflows and are intended to support Client’s internal analysis, decision-making, and governance processes.
2.5. The SaaS Service operates based on the information, data, and documentation provided or made available to it by or on behalf of Client and does not take into account all facts, circumstances, or considerations that may be relevant to Client’s specific tax position.
2.6. The SaaS Service does not provide individualized legal or tax opinions addressing Client’s full factual circumstances and does not replace Client’s own assessment, internal approval processes, or the use of external professional advisors where Client considers this appropriate.
2.7. TAXOLOGY does not represent or warrant that any potential reclaim opportunity identified by the SaaS Service will be accepted by a tax authority or will result in any financial, tax, or legal outcome nor that the SaaS Services identifies all potential reclaim opportunities.
2.8. Client remains solely responsible for: (a) evaluating the applicability and suitability of any withholding tax reclaim opportunity identified by the SaaS Service to Client’s specific circumstances; (b) determining the substantive tax positions reflected in any reclaim, filing, or submission, and; (c) approving any decision to pursue, file, amend, withdraw, or otherwise act upon such reclaim opportunities.
Any use of outputs generated by the SaaS Service, including any subsequent instructions to TAXOLOGY to perform Professional Services, shall be deemed to be made at Client’s direction and responsibility.
2.9. Client is responsible for the preparation, accuracy, completeness, and legality of all data uploaded to or used in connection with the SaaS Service. TAXOLOGY does not provide data cleansing, transformation, normalization, migration, or import services as part of the SaaS Service. Client may request TAXOLOGY to provide such services pursuant to a SOW. Where such services are provided under a SOW, TAXOLOGY relies on the data made available by Client and does not warrant or represent that such data is accurate, complete, or fit for the use of the SaaS Service.
2.10. Client may act on and / or execute insights and outputs generated by the SaaS Service: (a) internally, on its own account; (b) through TAXOLOGY’s Professional Services as described in Section 2A and agreed in a SOW, and/or; (c) through third-party service providers.
2.11. Client is not entitled to (a) rent, lend, lease, assign, sub-license, allow access to, resell, redistribute or otherwise make available, alter, modify or translate the SaaS Service or any copy of it in any form to any third party nor create any derivative works from it; (b) remove from or change in the SaaS Service any designation concerning copyrights, trademarks or other intellectual property rights, including any indications concerning the confidential nature of the SaaS Service (c) decompile, reverse engineer, disassemble, or seek to reconstruct or discover any humanly readable form of code of the SaaS Service (d) access or use the SaaS Service to operate a services bureau or to provide hosting services, access or use the SaaS Service to operate as an outsourcer, access or use the SaaS Service in a time-sharing arrangement; (e) attempt to disable or circumvent any of the mechanisms or restrictions regarding the number of licenses within the SaaS Service.
2.12. TAXOLOGY reserves the right to change, modify, add, or remove parts of the SaaS Service at any time at its discretion with prior notice to Client. If TAXOLOGY reduces or eliminates any essential functionality in the SaaS Service, it will replace such functionality with substantially similar or improved functionality.
2A. Optional: Professional services
2A.1 Professional Services are not included in the subscription for the SaaS Service and shall only be provided upon request of Client and pursuant to a SOW executed by the parties. Each SOW will describe the Professional Service, fees, costs and expenses payable by Client to TAXOLOGY and any assumptions or dependencies relating to such Professional Services.
2A.2 TAXOLOGY shall provide the Professional Services with all reasonable skill and care and will use reasonable endeavours to meet any timetable or deadline if agreed upon in the applicable SOW. A more detailed description of the Professional Services is included in the applicable SOW and may include: (a) data preparation, data cleansing, and data import into the Saas Service; (b) Custody Withholding Tax Service Gap Resolution, and; (c) execution of Non-Custody Withholding Tax Reclaims.
Unless expressly agreed in a SOW, Professional Services do not include objections, appeals, litigation, or court proceedings.
TAXOLOGY performs Professional Services based on information, documentation, selections, and instructions provided or approved by Client and/or Client’s custodians, agents, or other third parties. Although TAXOLOGY applies data and information validation processes and the SaaS Service has certain data validation built-in, TAXOLOGY does not warrant that the information or documentation is complete, accurate, or correct. Client remains responsible for (a) the accuracy, completeness, and timeliness of all information and documentation provided; (b) ensuring that all authorizations required to file reclaims or liaise with custodians are valid and in effect, and; (c) enforcing its contractual rights towards custodians. Any delays, omissions, or inaccuracies attributable to Client or third parties not engaged by TAXOLOGY shall be at the Client’s risk.
2A.3 Relationship Between the SaaS Service and Professional Services
Where Client instructs TAXOLOGY to perform Professional Services following the identification of custody withholding tax service gaps or potential non custody reclaim opportunities through the SaaS Service, such Professional Services are performed on the basis of Client’s selection, instruction, and approval of those opportunities and do not alter the allocation of responsibility set out in Sections 2.3 through 2.8.
2A.4 Client acknowledges that withholding tax reclaims and related procedures may be subject to statutory and administrative deadlines and expiry periods. Client remains responsible for ensuring that required information, documentation and approvals are provided in a timely manner. TAXOLOGY shall not be liable for any delay, missed deadline, or adverse outcome to the extent caused by incomplete or late information, documentation or instructions provided by or on behalf of Client.
2A.5 TAXOLOGY may decline to perform, or may discontinue performing, specific Professional Services items if, in TAXOLOGY’s reasonable judgment, the effort, complexity, administrative burden, or likelihood of success is not reasonably proportionate, or if required documentation or cooperation is not available.
2A.6 Where Professional Services involve preparation or submission of materials on behalf of, or for the benefit of, any person or entity other than Client (including underlying investors or beneficiaries), Client represents and warrants that it has the necessary authority to instruct TAXOLOGY to perform such Professional Services and shall provide evidence of such authority upon request.
2A.7 Professional Services and any resulting outputs or deliverables are provided solely for Client’s internal use and benefit. No third party may derive any rights from or rely on such outputs or deliverables, except where disclosure is necessary for submission to tax authorities, custodians, filing agents, or other parties involved in the withholding tax recovery process.
2A.8 Client shall not instruct another service provider to pursue the same withholding tax reclaim(s) for the same periods and jurisdictions for which TAXOLOGY is instructed to perform Professional Services under an SOW, unless TAXOLOGY has been informed and agrees in writing.
2A.9. TAXOLOGY will be considered a data controller with respect to any personal data received from Client when providing the Professional Services and will use such personal data in accordance with its privacy statement.
3. Client responsibilities
3.1. Client shall towards TAXOLOGY be solely responsible for all actions of its Users when using the SaaS Service and for taking all reasonable actions and measures to prevent any unauthorized use of the SaaS Service by its Users.
3.2. Client will and will procure that its Users will use the SaaS Service in accordance with these Terms of Service and solely for the Permitted Purpose. Client shall not knowingly use or permit anyone else to use the SaaS Service (a) to send, receive or post any material which is in breach of confidence, intellectual property rights, privacy rights or any other third-party rights; (b) to furnish false data; (c) to circumvent or attempt to circumvent any security of the SaaS Service; (d) to upload or distribute viruses or other forms of malware or spyware; or (e) in any manner that (i) negatively affects the use or the functioning of the SaaS Service; (ii) is not in accordance with applicable laws and regulations; (iii) is or may be disadvantageous, harmful, offensive or in any way wrongful to TAXOLOGY, other Users of the SaaS Service or third parties; and/or (iv) otherwise causes annoyance or inconvenience.
3.3. Client should apply its own judgement in making any use of the SaaS Service and any data made available on or though the SaaS Service. Any conclusions, decisions, or actions taken based on data, diagnostics, or insights provided by the SaaS Service are taken at Client’s own risk and responsibility.
3.4. Client undertakes to monitor and control the access to or use of the SaaS Service by the Users in accordance with the terms of these Terms of Service.
3.5.Client will ensure that its staff and any third parties who are otherwise assisting, advising or representing Client will co-operate with TAXOLOGY in the provision of the Professional Services. In the event of any delay or failure to provide documentation, information or co-operation TAXOLOGY is entitled to suspend the provision of the Professional Services.
4. Log-in details / User Contact Information
4.1. To use the SaaS Service, a User has to login with its log-in details (username, e-mail address and password) uploaded and/or created by the User upon first registration. User is responsible for safeguarding its log-in details and for any activities and actions taking place under its account. User must keep its log-in details confidential and not share its log-in details with any person or third party. Client must notify TAXOLOGY promptly if it becomes aware of any unauthorised use of any log-in details of its Users or any other breach of security.
4.2. TAXOLOGY will solely use the username and e-mail address uploaded by the User (“User Contact Information”) to provide the SaaS Service and/or to contact Client. TAXOLOGY will be considered a data controller with respect to User Contact Information and will use the User Contact Information in accordance with its privacy statement.
5. User Content
5.1. All copyrights and all other intellectual property regarding any data, documents, drawings, pictures or other information or materials of any kind uploaded, collected and/or processed on or though the SaaS Service (“User Content”) will be owned by Client.
5.2. Client grants TAXOLOGY the right to irreversibly anonymise User Content in accordance with applicable data protection laws. TAXOLOGY may use such anonymised data solely to:
operate, maintain, develop, and improve the Service;
generate aggregated diagnostics, benchmarks, and insights relating to withholding tax outcomes.
TAXOLOGY shall not attempt to re-identify such data or use it to identify or profile Client.
5.3. Client can access its User Content at any time during the term of the subscription set forth in the online Order Form, unless earlier terminated. Upon termination Client may export and retrieve its User Content during the remaining term of the subscription.
5.4. Client represents and warrants that (a) any User Content provided is correct, legal and does not infringe any rights of third parties (b) you have the right to post, upload, send or license such User Content and (c) the User Content does not infringe or violate any third-party rights.
5.5. TAXOLOGY shall in no way be held liable for any User Content. Client shall defend, indemnify and hold TAXOLOGY harmless from and against all losses, expenses, damages, and liabilities arising directly or indirectly in respect of non-compliance by Customers and/or its Users with this clause 5.
6. Engagement Of Third Parties / Products And Services Of Third Parties
6.1. If TAXOLOGY deems it necessary, it is allowed to engage third parties, including external experts and/or external facilities and resources, for the performance of its obligations.
6.2. If TAXOLOGY engages third parties on its own initiative, TAXOLOGY shall remain fully responsible for the performance of its obligations towards Client.
6.3. If Client explicitly requests TAXOLOGY to engage third parties and TAXOLOGY agrees to this in writing, TAXOLOGY will cooperate in this to a reasonable extent and Client will be fully responsible for the actions and omissions of that third party.
6.4. If TAXOLOGY engages third parties, any additional costs are included in the fees, except if Client explicitly requests TAXOLOGY to engage third parties where the additional costs will be invoiced separately.
6.5. If a supplier of TAXOLOGY terminates, fails to fulfil or suspends an agreement with TAXOLOGY, TAXOLOGY is entitled to replace the products or services of that supplier with an equivalent product or service or, if replacement is not commercially feasible, to terminate the SoW in whole or in part with immediate effect.
7. Fees and payment
7.1. For using the SaaS Service, Client shall pay TAXOLOGY the fees as agreed in the Order Form. Client shall pay TAXOLOGY the fees for the Professional Services as agreed in the SOW. All fees and any other charges are exclusive of local taxes and duties and are exclusive of VAT. All fees are due within thirty (30) days after the date of receipt of the invoice by Client.
7.2. TAXOLOGY reserves the right to adjust the fees for the SaaS Service on an annual basis, but only after the initial term. Any such fee adjustments will be in accordance with the prevailing rate of inflation within the software industry, as determined by a reputable industry index or published report, but shall not exceed 4%. TAXOLOGY will provide Client with at least 30 days' written notice prior to the implementation of any fee increase. The notice will include the new fees and the effective date of the adjustment. Client's continued use of the SaaS Service after the effective date of the fee adjustment will constitute acceptance of the new fees.
7.3. TAXOLOGY reserves the right to adjust the fees for the use of the SaaS Service when new features or enhancements are released. If Client chooses to utilize these new features or enhancements, additional fees may apply. TAXOLOGY will provide Client with a detailed description of the new features, the associated fees, and the effective date of the fee adjustment with at least 30 days' written notice prior the implementation of any fee increase. Client's use of the new features or enhancements after the effective date will constitute acceptance of the additional fees.
8. Intellectual Property Rights
8.1. All copyrights and all other intellectual property rights in and in connection with the SaaS Service, underlying source- and object code and documentation, are and remain exclusively vested in TAXOLOGY or its licensors. Unless explicitly stated otherwise herein, these Terms of Service do not intend to transfer any intellectual property rights to Client or any third party, or grant Client with more rights than as explicitly stated herein. Client acknowledges these intellectual property rights and shall refrain from any form of direct or indirect violation of these intellectual property rights and shall not remove from or change in the SaaS Service any designation concerning copyrights, or other intellectual property rights, including any indications concerning the confidential nature of the Saas Service.
8.2. TAXOLOGY shall indemnify Client from and against third party claims that the SaaS Service infringes the intellectual property rights of such third party, provided that Client (a) promptly notifies TAXOLOGY in writing of any infringement or alleged infringement (provided that a delay in providing such notice shall not relieve TAXOLOGY of its indemnification obligations hereunder, except to the extent that TAXOLOGY demonstrates that such delay has resulted in material prejudice to its ability to defend or otherwise respond to the claim); (b) makes no admissions without TAXOLOGY’s prior written consent; (c) allows TAXOLOGY to conduct any negotiations or litigation and/or settle any claim; and (d) provides TAXOLOGY all reasonable assistance with regard to such claim.
8.3. If the SaaS Service constitutes an infringement of any third party intellectual property right, or if TAXOLOGY believes that there is a good chance that such an infringement may occur, TAXOLOGY shall, at its expense and option, promptly (a) replace or modify the SaaS Service or take other action so that the SaaS Service becomes non-infringing while maintaining the equivalent functionality; (b) procure the right for Client to continue using the SaaS Service; or (c) terminate Client’s use of the SaaS Service and refund the fees paid by Client for the remaining term of the subscription.
8.4. TAXOLOGY shall have no liability for any claim of infringement of any intellectual property rights that is based on: (a) the use or combination of the SaaS Service with software, hardware or other materials not approved by TAXOLOGY, (b) use of the SaaS Service in a manner other than that for which it was designed or contemplated; (c) any modification of the SaaS Service made by Client or a third party.
8.5. Any other or further liability of TAXOLOGY regarding the infringement of third-party intellectual property rights is explicitly excluded.
8.6. All intellectual property rights in and to all information, documentation, data, records, forms, correspondence and other materials provided or made available by or on behalf of Client (including by Client’s custodians, agents, service providers or other third parties acting for Client) in connection with the Services (“Client Materials”) shall remain vested in Client or the relevant third party owner, as applicable. Client represents and warrants that it has the right to provide or make available the Client Materials to Taxology for the purpose of performing the Services.
8.7. Subject to full payment of the fees for the Professional Services, Client shall own all rights, title and interest in the deliverables specifically created by Taxology for Client under an applicable SOW and consisting of or incorporating Client Materials, including completed withholding tax reclaim submission packages, completed forms, supporting documentation compilations, and other client-specific work product prepared for Client in connection with the Services (“Client Deliverables”). TAXOLOGY hereby transfers in advance after such rights arise and payment of the applicable fees, to Client such intellectual property rights in respect of the Client Deliverables.
9. Export Compliance
9.1. Client acknowledges that the SaaS Service may be subject to national and international export control laws and regulations governing the use, export, re-export or transfer of the SaaS Service. Client shall comply with such applicable laws and regulations and hold all necessary authorizations, permits or licenses applicable to Client with respect to the foregoing.
9.2. Client also warrants that it has not knowingly exported or re-exported any goods, technology or software in any manner that violates any applicable national or international export control laws or regulations.
9.3. Client furthermore warrants towards TAXOLOGY that, to its knowledge, it - nor any of its officers or directors - is on any US or EU denied party or sanctions list. The export obligations under this section shall survive the expiration or termination of the subscription.
10. Confidentiality
10.1. The SaaS Service and the related documentation are and contain valuable Confidential Information of TAXOLOGY. User Content is valuable Confidential Information of Client (unless it is public information). “Confidential Information” means all information and data disclosed (whether in writing, orally or by another means and whether directly or indirectly) by a party (the "Disclosing Party") to the other party (the "Receiving Party") whether before or after the date of the Order Form and (if applicable) the SoW including non-public technical and non-technical information relating to the SaaS Service and documentation and User Content, including, without limitation, trade secret and proprietary information and any other information that has been designated as confidential and/or regarding which a party knows or should reasonably understand that such information is confidential. TAXOLOGY and Client can be both a Disclosing Party and a Receiving Party.
10.2. The Receiving Party shall maintain strict confidentiality with respect to the Confidential Information shall not disclose the same to third parties other than those who have a need to know to fulfil a party’s obligations herein, without the prior written consent of the Disclosing Party.
10.3. The Receiving Party shall take all necessary measures to safeguard the Confidential Information or any part or any copy thereof and to prevent the disclosure, use, copying, publication or dissemination of the same to a third party.
10.4. The Receiving Party agrees that, in the event any person or party seeks to obtain the Confidential Information of the Disclosing Party through involving the Receiving Party by any means, including demand, discovery request or court order, the Receiving Party shall promptly notify the Disclosing Party, to the extent permitted by law, prior to disclosing the requested Confidential Information and will cooperate with the Disclosing Party, in responding to such demand, discovery requests or court order so as to minimize the disclosure of such Confidential Information.
10.5. Each party shall impose the confidentiality obligations upon its respective employees and authorized third parties by written agreement and shall see to it that its employees and authorized third parties shall at all times fully comply with such obligations.
11. Limited Warranty
11.1. TAXOLOGY warrants that (a) it has all necessary rights and authority to execute any Order Form and SOW and to perform its obligations under these Terms of Service and all necessary approvals, consents and authorizations of third parties, if applicable, to grant the rights granted under these Terms of Service to Client; (b) nothing contained in these Terms of Service or in the performance of these Terms of Service will place TAXOLOGY in breach of any other material contract or obligation; (c) the Services will be provided in accordance with all applicable laws (including any applicable anti-corruption laws) and government regulations and conform to the standards generally observed in the industry for similar services.
11.2. Subject to clause 11.5, TAXOLOGY warrants to Client that the SaaS Service will substantially conform to the documentation available on the SaaS Service and that it will use commercially reasonable efforts to promptly correct or to provide a workaround for any material non-conformance of the SaaS Service to the material specifications set forth in the documentation. If TAXOLOGY cannot correct the non-conformance within 30 days, Client may terminate the subscription and TAXOLOGY shall promptly refund Client the fees paid by Client for the remaining term of the subscription. Client acknowledges that the SaaS Service is dependent of the services of third-party suppliers and service providers and that TAXOLOGY cannot accept any responsibility for any changes to the specifications and/or service levels of such services.
11.3. TAXOLOGY does not warrant that any error or other non-conformance can or will be corrected. Client shall cooperate with TAXOLOGY and provide TAXOLOGY with all available information in written or electronic form so as to enable TAXOLOGY to reproduce and attempt to correct such non-conformance of the SaaS Service. In the event that TAXOLOGY is unable to correct a material non-conformance in the SaaS Service and if in TAXOLOGY’s opinion such correction is not reasonably feasible, TAXOLOGY shall offer a refund of the fees paid by Client for the remaining term of the subscription.
11.4. The obligations set forth in this clause 11 constitute TAXOLOGY’s exclusive obligations and liability and provide Client’s sole and exclusive recourse with respect to non-conformance of the SaaS Service. TAXOLOGY does not warrant that the SaaS Service will operate error free or uninterrupted or that it will meet Client’s requirements. Except for the express provisions stated in this clause 11, the SaaS Service is provided “as is” and “as available”, without any warranty, and TAXOLOGY hereby specifically excludes and disclaims the implied warranties of merchantability and fitness for a particular use and all other warranties, whether express or implied by law, statute or course of dealing.
11.5. TAXOLOGY will have no warranty obligations with respect to and is not liable for (a) malfunctions caused by the use or operation of the SaaS Service with any hardware, software or media not authorized by TAXOLOGY; (b) malfunctions resulting from operator errors or incorrect use of the SaaS Service; (c) malfunctions attributable to any other reason external to the SaaS Service or TAXOLOGY; or (d) if any instructions of TAXOLOGY have not been followed.
11.6. TAXOLOGY does not warrant that use of the SaaS Service will result in the recovery of any withholding tax amounts, the prevention of loss, or any financial outcome.
12. Limitation of liability / Indemnification
12.1. A party shall only be liable for direct damages incurred by the other party. Each party’s liability shall be limited to the fees paid by Client under these relevant Order Form or SOW in the twelve (12) months prior to the event giving rise to the liability occurred. For the purpose of these Terms of Conditions “direct damages” shall mean exclusively and exhaustively all the costs of: (a) damaged computer hardware and other material property, (b) reasonable expenses incurred by a party in order to prevent or reduce damage that could be expected as a result of the event causing liability; (c) reasonable expenses incurred by a party in order to assess the cause of damage, the liability, the direct damage and the means of repair.
12.2. The liability of each party for damages and any liability arising out of or in connection with these Terms of Service or in connection with the Services, on whatever ground, other than the direct damages mentioned above (including but not limited to, indirect or consequential damages, any tax, fines, interest, penalties, limitations on the use of property, loss of turnover, loss of profit, loss of computer usage time, loss of revenues, loss of opportunities, and damage to, or loss of use of, data or programs) shall be excluded.
12.3. The limitations of liability set out in this clause 12 shall not apply (a) if and insofar as damages are a result of fraud, willful misconduct or gross negligence, and (b) for any damages for which liability cannot be limited or excluded under applicable laws and regulations. Any action against the other party must be brought within twelve (12) months after the cause of action arises.
12.4. TAXOLOGY will maintain for the duration of the subscription, at its own expense, commercially appropriate insurance coverages given the nature of the services and TAXOLOGY’s obligations under these Terms of Service. Upon request, TAXOLOGY will provide Client with certificates of insurance evidencing such coverages.
12.5. Client shall (a) comply with all applicable laws and regulations in its use of the SaaS Service; (b) not misuse the SaaS Service in any way; and (c) not knowingly use the SaaS Service for any purpose or in any way that might harm, infringe the rights of or cause loss to any relevant party or any other person.
12.6 Client shall indemnify and hold harmless TAXOLOGY from and against any taxes, duties, levies, penalties, fines, interest, costs, or expenses imposed by or paid to any tax authority or governmental body, or incurred by TAXOLOGY or its subcontractors acting on Client’s behalf, arising from: (a) Client’s failure to comply with applicable tax laws or regulations; (b) inaccurate, incomplete, or misleading information, documentation, or instructions provided by or on behalf of Client, (c) actions or omissions of Client, its custodians, agents, or other service providers, or; (d) any reassessment, reversal, clawback, recovery, or adjustment by a tax authority of any previously granted withholding tax refund or reclaim, including any associated taxes, interest, penalties, costs or charges, arising from changes in law, regulations, administrative practice, policy, case law, or from information or circumstances relating to Client or its investments. This indemnity does not apply to the extent such amounts arise from TAXOLOGY’s fraud, wilful misconduct, or gross negligence.
12.7. A party is not liable for any failure to perform, or for any delay in performing, any of its obligations, due to unforeseen circumstances or to causes beyond that party’s reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, earthquakes, epidemics, quarantine restrictions, strike, lock-out or other industrial action or dispute, failure or malfunction of a utility service, transport network or computer or communications network or service, or a civil commotion or disorder, riot, invasion, war or act of terrorism, or any substantially similar event.
13. Term and Termination / Effect of termination / Exit
13.1. Client’s subscription for the SaaS Service will start on the date specified in the Order Form for an initial term of one (1) year unless a different term is specified in the Order Form. After the initial term Client’s subscription will automatically renew for subsequent terms of one (1) year unless either party terminates the subscription at the end of the then current period by giving a two (2) months written notice. The term of a SoW is the duration of the provision of the Professional Services unless a different term is specified in the SoW.
13.2. Client and TAXOLOGY may terminate the subscription for the SaaS Service in whole or in part for its convenience at any time after the initial term ended, upon providing thirty (30) days’ written notice. TAXOLOGY will not reimburse any fees if the subscription is terminated by Client for convenience. Should TAXOLOGY terminate for convenience, it shall promptly refund to Client any pre-paid unused Fees. Client and TAXOLOGY may terminate a SoW in whole or in part for its convenience at any time upon providing thirty (30) days’ written notice. TAXOLOGY will not reimburse any fees for Professional Services already delivered.
13.3. If a party (a fails to comply with any of the provisions of these Terms of Service and has not remedied such failure within 14 days after having been notified by the party identifying the failure, or (b) commits an act of bankruptcy or has receiving order made against it or shall present its petition in bankruptcy or shall make an arrangement with or assignment in favour of its creditors or goes into liquidation, or (c) is controlled by others than those exercising control at the time of concluding the subscription, the other party shall be entitled at its own discretion to terminate the subscription with immediate effect upon written notification thereof to Client and without incurring any liability towards Client. Upon termination by Client pursuant to the foregoing, TAXOLOGY shall promptly refund Client any pre-paid unused fees for the use of the SaaS Service.
13.4. Upon termination or expiration of an Order Form, and for a reasonable period thereafter, Client may export or request a copy of its User Content in a commonly used, machine-readable format, subject to the technical capabilities of the SaaS Service and applicable law. Upon request an extension of this reasonable period may be agreed upon at payment in advance of the related fees in order to enable Client to migrate to another software solution.
13.5. In order to warrant the continuity of the use of the SaaS Service by Client, TAXOLOGY shall pay its hosting providers three (3) months in advance so that, in the event of TAXOLOGY’s bankruptcy, Client retains access to the SaaS Service and is able to download and/or delete the User Content from the SaaS Service to in order to enable Client to migrate to another software solution.
14. Governing law and disputes
14.1. These Terms of Service, any Order Form, any SOW and all disputes arising from it will be exclusively governed by the laws of the Netherlands.
14.2. The Parties shall use their best efforts to negotiate in good faith and settle amicably any dispute that may arise out of or relate to these Terms of Service, an Order Form or an SOW or breach thereof. If the parties cannot reach an amicable settlement, all disputes arising in connection with these Terms of Service, an Order Form or an SOW shall be referred to the competent civil court of the Netherlands.
15. General
15.1. Severability and invalidity. If any term or provision of these Terms of Service shall be held illegal or unenforceable in whole or in part, under any rule of law, such term or provision or part shall to that extent be modified or deemed modified to conform to such rule of law.
15.2. Order of precedence. If there is a conflict between the terms of these Terms of Service, an Order Form, and a SOW, the following order of precedence shall apply:
1. the applicable SOW (solely with respect to the Professional Services described therein);
2. the applicable Order Form (with respect to the Saas Service subscription);
3. these Terms of Service.
15.3. No delay or omission by TAXOLOGY to exercise any right or power under these Terms of Service or pursuant to applicable law shall impair such right or power or be construed as a waiver.
15.4. TAXOLOGY may with at least 30 days’ prior written notice to Client, change these Terms of Service from time to time in its sole discretion. Changes will not apply during the then-current term of the Order Form or SoW and will only apply upon renewal.
15.5. Neither Party may assign or transfer any of its rights and obligations under these Terms of Service, an Order Form or an SOW, in whole or in part, without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed.
Notwithstanding the foregoing, either Party may assign any of its rights and obligations under these Terms of Service, an Order Form or an SOW without consent of the other party to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the assignee assumes all obligations under these Terms of Service, an Order Form or an SOW.
SECURITY ADDENDUM
1. Purpose and Status
This Security Addendum describes the technical and organizational measures implemented by TAXOLOGY to protect the confidentiality, integrity of the Professional Services and the SaaS Service (together “the Services”), and the availability of the SaaS Service.
This Security Addendum is provided for informational purposes only and does not create additional warranties, representations, service levels, or contractual obligations beyond those expressly set out in the Terms of Service, the Service Addendum, and the Data Processing Addendum (“DPA”).
In the event of any conflict, the Terms of Service and the DPA shall prevail.
2. Information Security Governance
TAXOLOGY operates an information security management system (“ISMS”) that is certified under ISO/IEC 27001 and subject to annual external audits by an accredited certification body.
The scope of certification covers TAXOLOGY’s organization and the operation, development, and delivery of the Services.
Upon reasonable written request, TAXOLOGY will make available:
its current ISO/IEC 27001 certificate; and
high-level audit confirmation or assurance materials suitable for customer due-diligence purposes.
Detailed internal security policies remain confidential but may be shared with customers or prospects under appropriate confidentiality arrangements.
3. Regulatory and Data Protection Compliance
TAXOLOGY is established in the Netherlands and operates in compliance with:
the EU General Data Protection Regulation (GDPR); and
applicable Dutch and EU information security and data protection laws.
The Services process limited personal data, consisting primarily of:
first and last names;
business email addresses; and
authentication, access, and usage metadata.
TAXOLOGY does not intentionally process special categories of personal data as defined in Article 9 GDPR. Customer data is not used in test or development environments.
4. Data Hosting, Infrastructure, and Physical Security
4.1 Hosting Environment
The SaaS Service is hosted on Google Cloud Platform (GCP).
Primary hosting region: Europe-West.
Data residency is fixed within the European Union.
4.2 Physical Security
Physical security controls for the SaaS Service’s hosting environment are provided by GCP and include, among other measures:
controlled access to data centre facilities;
surveillance and monitoring;
redundancy and environmental protections.
These controls are designed to align with recognized industry standards and applicable certifications maintained by GCP.
5. Access Control and Identity Management
TAXOLOGY implements access control measures designed to ensure that access to systems and data is restricted to authorized individuals:
Multi-factor authentication (MFA) is enforced for all internal users.
Role-based access control (RBAC) is implemented internally and within the Services.
Customer MFA is supported and configurable by customers.
Access rights are reviewed periodically and revoked promptly upon role change or termination.
6. Encryption and Data Protection
TAXOLOGY applies encryption controls appropriate to the sensitivity of the data processed:
Encryption in transit using industry-standard transport security protocols.
Encryption at rest for confidential and personal information.
Cloud-managed key management services are used to protect cryptographic keys.
7. Secure Configuration and Change Management
TAXOLOGY maintains documented secure configuration standards for systems supporting the SaaS Service, aligned with the principles of least functionality and least privilege.
System changes follow controlled change management procedures.
Configuration deviations are reviewed and approved in accordance with internal policies.
Development, testing, and production environments are logically separated.
8. Secure Development and Vulnerability Management
TAXOLOGY follows a secure software development lifecycle aligned with recognized industry standards:
Peer code reviews are required prior to deployment.
Automated dependency and vulnerability scanning is performed.
Independent third-party penetration testing is conducted at least annually by accredited security testing providers.
Identified vulnerabilities are assessed and remediated based on risk, severity, and potential impact, considering the nature of the SaaS Service and applicable threat landscape.
9. Monitoring, Logging, and Threat Detection
TAXOLOGY maintains centralized security monitoring capabilities, including:
centralized logging of relevant system and security events;
Security Information and Event Management (SIEM); and
Data Loss Prevention (DLP) controls at the cloud infrastructure level.
Logs are retained for periods consistent with security, operational, and compliance requirements.
10. Security Awareness and Personnel Measures
TAXOLOGY requires its personnel with access to systems or data supporting the Services to:
be subject to confidentiality obligations; and
complete periodic information security awareness training, including training on common threats such as phishing and social engineering.
Undergo a background check.
11. Vendor and Sub-processor Risk Management
TAXOLOGY maintains a vendor risk management process designed to assess and manage security risks associated with third-party service providers.
Sub-processors are engaged under written agreements requiring appropriate security and confidentiality obligations.
Sub-processor risk is reviewed on a periodic and risk-based basis.
A list of authorized sub-processors is maintained in accordance with the DPA.
12. Incident Management and Breach Notification
TAXOLOGY maintains documented incident response procedures designed to detect, respond to, and remediate security incidents.
The definition of a Security Incident aligns with the definition of a Personal Data Breach under the DPA where personal data is involved.
TAXOLOGY will notify customers of a qualifying Personal Data Breach without undue delay and, where feasible, within 72 hours, in accordance with the DPA and applicable law.
TAXOLOGY will cooperate reasonably with customers in the investigation and remediation of such incidents.
13. Business Continuity and Disaster Recovery
TAXOLOGY maintains documented business continuity and disaster recovery plans designed to support the ongoing availability of the Services.
These plans leverage the redundancy and resiliency features of the underlying cloud infrastructure.
Business continuity and disaster recovery measures are tested at least annually and following material changes.
TAXOLOGY will notify customers where the execution of such plans materially affects the Services.
14. Data Retention and Secure Deletion
Upon termination or expiration of the Services:
customer data may be exported or deleted in accordance with the Terms of Service and the DPA;
remaining data is securely deleted or rendered inaccessible, except where retention is required by applicable law.
Secure deletion and media disposal controls are implemented in reliance on the secure lifecycle management practices of the cloud infrastructure provider.
15. Customer Responsibilities
Customers are responsible for implementing reasonable and appropriate security measures on their side, including:
safeguarding user credentials;
configuring available security features (such as MFA and SSO) where appropriate; and
ensuring that access to the SaaS Service is limited to authorized users.
Customers shall cooperate reasonably with TAXOLOGY in the event of a security incident investigation.
16. Audit and Assurance
Customers may request one desk-based security review per year, limited to documentation and assurance materials.
On-site audits and customer-initiated penetration testing are not permitted.
Any audit activities are subject to reasonable scope limitations and confidentiality obligations.
17. Limitations and Changes
This Security Addendum does not modify or expand TAXOLOGY’s warranties, indemnities, or liability limitations, which remain governed exclusively by the Terms of Service and the DPA.
TAXOLOGY may update its security measures from time to time to address evolving threats, regulatory requirements, or improvements to its security program, provided that such updates do not materially reduce the overall level of security for the Services.
SERVICE ADDENDUM
Availability
TAXOLOGY uses the cloud services offered by Google (Google Cloud Platform; “GCP”) described in more detail in the Client Order Form and at: https://cloud.google.com/terms to make the Software available. The applicable service levels are available via https://cloud.google.com/terms/sla.
TAXOLOGY shall use commercially reasonable efforts to ensure that the SaaS Service is available 24 hours per day and that Client and its Users are able to access and use the SaaS Service in accordance with the service levels of GCP.
TAXOLOGY will provide e-mail notification to Client prior to scheduled maintenance windows and as soon as possible in the event of emergency maintenance.
TAXOLOGY shall have no obligation to make the Software available (a) during scheduled maintenance and (b) to the extent and for the period that TAXOLOGY is prevented from doing so by reason of any cause beyond its reasonable control as set out in clause 12.7 of the Terms of Service, and (c) caused by an error of failure of any hardware, software, infrastructure of data communications connections for which Client is responsible.
Support
TAXOLOGY will provide support by e-mail for technical questions and assistance regarding accessing and using the SaaS Service. If ordered, Client may request support by telephone between 09:00 and 17.00 hours (CET) on working days excluding public holidays. The e-mail address and phone numbers for support are specified at the website of TAXOLOGY.
TAXOLOGY shall use commercially reasonable efforts to respond during normal business hours to incidents that have been reported by Client.
Data center
The data center for hosting the SaaS Service provided by GCP is located in the EU. The back-up data center provided by GCP in one or more alternative data center(s) located in the EU. If TAXOLOGY changes the data center, TAXOLOGY will notify Client (provided, however, that TAXOLOGY will not be required to provide such notification for a temporary transfer in the event of an emergency).
Clients’ obligations
Client is responsible for setting up and maintaining the required hardware, software, infrastructure and data communications connections to the internet or another network in order to access the data center on which the Software is hosted. Client shall take appropriate measures (including installing updates when available) to protect its hardware, software, infrastructure and data communications connections against unauthorized access viruses, malware and similar threats.
Fair use
TAXOLOGY provides access to the SaaS Service on the basis of 'fair use', which means that in principle TAXOLOGY does not impose any restrictions on the usage of system, storage or data communication capacity. However, TAXOLOGY monitors the actual usage of system, storage or data communication capacity and if the monitoring reveals any excessive usage of system, storage or data communication capacity, Client shall promptly terminate such excessive usage after being notified thereof by TAXOLOGY.
TAXOLOGY is entitled to suspend, limit or block access to and use of the SaaS Service in the event of any continued excessive usage of system, storage or data communication capacity, if Client failed to terminate the excessive usage after being notified thereof. If Client wants to continue using the system, storage or data communication capacity in excess of the average usage, TAXOLOGY is entitled to charge the costs for such usage.
DATA PROCESSING ADDENDUM
This Data Processing Addendum (“DPA”) forms part of the TAXOLOGY Terms of Service.
1. Definitions
1.1. The terms used in this DPA shall have the meanings set out in the Terms of Service. In addition to those definitions, the following terms shall have the meanings set out below:
1.2. “Client Personal Data” means any Personal Data disclosed by Client to TAXOLOGY and processed by TAXOLOGY on behalf and under the instructions of Client pursuant to or in connection with Client’s use of the Service.
1.3. “EEA” means the European Economic Area.
1.4. “EU Data Protection Laws” means the EU General Data Protection Regulation 2016/679 and Member State laws implementing or supplementing this regulation;
1.5. “GDPR” means EU General Data Protection Regulation 2016/679.
1.6. “Sub processor” means any third party appointed by or on behalf of TAXOLOGY to Process Client Personal Data.
The terms “Controller”, “Processor”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processing” and “Supervisory Authority” have the same meaning as in the GDPR.
2. Processing of Client Personal Data
2.1. This Addendum applies to TAXOLOGY’s Processing of Client Personal Data in the course of TAXOLOGY providing Services to Client. As such, TAXOLOGY is the Processor and Client is the Controller.
2.2. TAXOLOGY will only Process Client Personal Data in accordance with Client’s documented instructions unless Processing is required by EU or Member State Law to which TAXOLOGY is subject, in which case TAXOLOGY will, to the extent permitted by EU or Member State Law, inform Client of that legal requirement before Processing the Client Personal Data.
2.3. Client (a) instructs TAXOLOGY and (and authorises TAXOLOGY to instruct each Sub processor) to Process Client Personal Data, as reasonably necessary for the provision of the Service; and (b) represents and warrants that (i) it is and will at all relevant times remain authorised to give such instructions, and (ii) all such instructions comply with EU and Member State laws.
2.4. TAXOLOGY will promptly notify Client if, in TAXOLOGY’s reasonable opinion, any instructions violate EU and Member State laws.
2.5. Annex 1 to this Addendum sets out certain information regarding TAXOLOGY’s Processing of Client Personal Data as required by Article 28(3) of the GDPR. Client may make reasonable amendments to Annex 1 by written notice to TAXOLOGY from time to time as Client reasonably considers necessary to meet those requirements.
3. TAXOLOGY Personnel
TAXOLOGY will ensure that any employee or contractor who may have access to Client Personal Data is subject to confidentiality undertakings in respect of Client Personal Data.
4. Sub processing
4.1. Client authorises TAXOLOGY to appoint (and permit each Sub processor appointed in accordance with this Clause 4 to appoint) Sub processors in accordance with this Clause 4. At the date of this Addendum TAXOLOGY appointed Google Inc., MailGun (Sinch AB), Adobe, and HubSpot as a Sub processor.
4.2. TAXOLOGY will post a notice of the appointment of any new Sub processor, including details of the Processing to be undertaken by the Sub processor, on its website www.taxology-global.com. Provided that Client subscribes to notifications from TAXOLOGY, Client will receive notice of such posting. If, within 10 business days of receiving the notice, Client notifies TAXOLOGY in writing of any reasonable objections to the proposed appointment, TAXOLOGY will not appoint (or disclose any of Client’s Personal Data to) that proposed Sub processor until reasonable steps have been taken to address the objections raised by Client and Client has been provided with a reasonable written explanation of the steps taken.
4.3. With respect to each Sub processor, TAXOLOGY will ensure that the arrangement between TAXOLOGY and the Sub processor is governed by a written contract including terms offering at least the same level of protection for Client Personal Data as those set out in this Addendum and meet the requirements of article 28(3) of the GDPR; and
4.4. TAXOLOGY will remain responsible for its compliance with the obligations of this Addendum and for any acts or omissions of any Sub processor that cause TAXOLOGY to breach any of its obligations under this Addendum.
5. Security
5.1. TAXOLOGY will not store or Process any data on its own systems. All Client Personal Data will be Processed on the servers of GCP.
5.2. TAXOLOGY shall refrain from transmitting Client Personal Data to third parties (except for Sub processors), unless Client has given its prior written consent to this end.
5.3. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, GCP as a Sub processor implemented appropriate technical and organisational measures in respect of Client Personal Data to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.
6. Data Subject Rights
6.1. The Services includes functionality by which Client may retrieve, correct, delete or restrict Client Personal Data. Client may use such functionality as technical and organizational measures to assist it in connection with its obligations under the GDPR, including its obligations relating to responding to requests from Data Subjects.
6.2. TAXOLOGY will (a) without undue delay notify Client if it receives a request from a Data Subject or a competent authority relating to the (Processing of the) Personal Data or a third-party complaint or request under any Data Protection Law in respect of Client Personal Data; (b) not respond to that request or complaint except as required by EU or Member State laws to which TAXOLOGY is subject, in which case TAXOLOGY will, to the extent permitted by EU or Member State laws, inform Client of that legal requirement before TAXOLOGY responds to the request, and (iii) provide all reasonable assistance to Client in order to enable Client to meet and respond to requests and complaints under any Data Protection Law in respect of Client Personal Data.
6.3. The relevant technical and organizational measures are described in more detail in Annex 1 to this Addendum.
7. Personal Data Breach
7.1. TAXOLOGY will notify Client without undue delay upon becoming aware of a Personal Data Breach affecting Client Personal Data, providing Client with sufficient information to allow Client to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
7.2. Such notification will, to the extent available,: (a) describe the nature of the Personal Data Breach, the categories and numbers of Data Subjects concerned, and the categories and numbers of Personal Data records concerned; (b) communicate the name and contact details of TAXOLOGY’s data protection officer or other relevant contact from whom more information may be obtained; (c) describe the likely consequences of the Personal Data Breach; and describe the measures taken or proposed to be taken to address the Personal Data Breach.
7.3. TAXOLOGY will cooperate with Client and take such reasonable commercial steps as requested by Client to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
8. Cooperation obligations of TAXOLOGY
8.1. TAXOLOGY will cooperate with and assist Client, in order to enable Client to meet its obligations pursuant to EU Data Protection Laws, including but not limited to the implementation of data protection impact assessments and prior consultations with Supervisory Authorities or other competent authorities, which Client reasonably considers to be required pursuant to Article 35 or 36 of the GDPR, taking into account the nature of the Processing.
8.2. TAXOLOGY will immediately inform Client in writing if it is (reasonably expected) that TAXOLOGY will fail in the performance of one or more obligations under this DPA.
9. Deletion or Return of Client Personal Data
9.1. Upon expiration or termination of the Service TAXOLOGY will grant Client a period of 30 days to download and/or delete the Client Personal Data where after TAXOLOGY will permanently delete the Client Personal Data unless the Parties have agreed upon an extension of this period in accordance with clause 13.4 of the Terms of Service.
9.2. Notwithstanding the foregoing, TAXOLOGY may retain Client Personal Data to the extent required by EU Data Protection Laws and only to the extent and for such period as required by EU Data Protection Laws, provided, however, that TAXOLOGY will ensure the confidentiality of all such Client Personal Data and will ensure that such Client Personal Data is only Processed as necessary for the purpose(s) specified in EU Data Protection Laws requiring its retention, and for no other purpose. Furthermore, TAXOLOGY may retain a copy of the anonymized Client Personal Data as part of the aggregated data and business contact information of Client’s staff.
10.2. The costs of an audit are for the account of Client. TAXOLOGY will immediately inform Client if, in its opinion, an instruction (possibly) infringes with EU Data Protection Laws.
11. General
11.1. This Addendum remains in effect until termination or expiration of the Order Form.
11.2. The liability and indemnity obligations of each Party under this Addendum is subject to the exclusions and limitations of liability set out in the Terms of Service.
ANNEX 1 TO DATA PROCESSING ADDENDUM: DETAILS OF PROCESSING OF PERSONAL DATA
This Annex 1 to Data Processing Addendum includes details of the Processing of Client Personal Data.
Subject matter and duration of the Processing of Client Personal Data
TAXOLOGY will process Client Personal Data for using the TAXOLOGY software solution and for the term of Client’s subscription to the TAXOLOGY software solution.
The nature and purpose of the Processing of Client Personal Data
TAXOLOGY provides the online TAXOLOGY software solution designed to support the tracking and processing of tax notices. For this reason personal and/or company data in tax notices uploaded to the TAXOLOGY software solution can be used in order to support the tracking and processing of tax notices and to initiate response actions like payment orders, filing orders, appeals etc.
Types of Client Personal Data to be Processed
The Personal Data to be Processed by TAXOLOGY on behalf of Client may include, but is not limited to the following categories of Personal Data:
Names, contact details and/or other identification information of users or as provided in tax notices.
The categories of Data Subjects to whom Client Personal Data relates
The Personal Data to be Processed by TAXOLOGY on behalf of Client may relate to, but is not limited to, the following categories of Data Subjects:
Employees of Clients and Clients of Clients