LEGAL
General Terms and Conditions Edu-Suite
April 2025
These are the General Terms and Conditions of Edu-Suite B.V. (‘Edu-Suite’), located at Abe Lenstra Boulevard 50 10, 8448 JB, Heerenveen and registered with the Chamber of Commerce under registration number 96106735.
Article 1. Definitions
1.1.
Terms written in capital letters in the General Term and Conditions have the following meaning:
1.2.
Account: means both Client Accounts and End User Accounts.
1.3.
Additional Data Processing Agreement: the additional terms as set out in Annex I, which relate to the processing of personal data.
1.4.
Additional Work: activities or services that fall outside the scope of the Agreement, including additional arrangements.
1.5.
Agreement: any agreement between Edu-Suite and Client pursuant to which Edu-Suite provides Services to Client.
1.6.
Annex: all documents that are attached to these General Terms and Conditions are an integral part of the General Terms and Conditions.
1.7.
Confidential Information: non-public information relating to one or both Parties and information which a Party has designated as confidential, or which, by its nature or under the circumstances of its disclosure, should be treated as such.
1.8.
Consultancy: any form of expertise provided to Client by Edu-Suite and/or by any third party engaged by Edu-Suite, including but not limited to providing Implementation, integrating and developing custom API connections, training by Edu-Suite and any other Additional Work to Client.
1.9.
Client: the natural person or legal entity with whom Edu-Suite has concluded the Agreement.
1.10.
Client Account: a personal account that provides Client with access to the Software.
1.11.
Client Data: all information and data stored by Client or End Users in the Services or otherwise provided to Edu-Suite under the Agreement.
1.12.
General Terms and Conditions: the provisions of the present document.
1.13.
End User: any natural or legal person who has an End User Account and can use the Service, including but not limited to, all individuals who use the Service on behalf of Client, such as school, their employees and students.
1.14.
End User Account: an account created and managed by Client within the Software that allows a specific End User to access and use designated parts of the Software (e.g., for accessing and using digital products ordered and distributed via the Software).
1.15.
Implementation: the integration, implementation, and modifications required for the technical operation of the Software within Client’s digital environment, and/or the installation and configuration necessary to enable full use of the Software. This includes but is not limited to technical setup of the white-label Software including domain configuration and standard integrations, content management system training for efficient content creation and structuring, commercial hub training for license management and monetization strategies, publishing training to ensure optimal use of the Software’s publishing capabilities, go-to-market white-label support, including branding and customer engagement strategies.
1.16.
Intellectual Property: all intellectual property and related rights, including but not limited to copyrights, database rights, domain names, trade name rights, trademark rights, design rights, neighboring rights, patent rights, as well as rights to know-how.
1.17.
Offer: a Written offer by Edu-Suite, as well as any other Written proposal for the performance of Services by Edu-Suite.
1.18.
Materials: all websites, (web) applications, house styles, logos, folders, brochures, leaflets, lettering, advertisements, marketing and/or communication plans, concepts, images, texts, sketches, documentation, advice, reports and (other) products of the mind, as well as preparatory materials thereof and the data carriers on which these materials are stored.
1.19.
Party/Parties: Edu-Suite and Client separate or together.
1.20.
Personal Data: any data concerning an identified or identifiable natural person.
1.21.
Plugin: additional Software that functions within Edu-Suite and enables certain functions for the Services of Edu-Suite that Edu-Suite provides.
1.22.
Right of use: the right of Client and End User to use the Software for its intended purpose, as described and determined in these General Terms and Conditions and possibly further specified in an Agreement.
1.23.
Service(s): all services provided by Edu-Suite to Client under the Agreement, including but not limited to Consultancy, granting licenses and delivery of Software.
1.24.
Software: all software supplied or made available as part of the Agreement, which may include system software, function software and application software such as the content management system, learning management system, license distribution and web shop connection as described on the Website and/or the Agreement.
1.25.
Trial: a limited period during which Client is granted temporary access to the Service for evaluation purposes.
1.26.
User License: a license sold or otherwise provided by the Client to the End Users of the digital product(s) that are ordered by the Client via the Software.
1.27.
Website: Edu-Suite’s website, accessible through the domain https://www.edu-suite.com/, or associated subdomains.
1.28.
Written/Writing: written shall also mean communication by e-mail, provided that the identity of the sender and the integrity of the e-mail is sufficiently established.
Article 2. Applicability
2.1.
These General Terms and Conditions are applicable to all Offers of Edu-Suite, the acceptance thereof by Client and the Agreement concluded between Parties. Deviations shall only apply if they have been agreed upon in Writing.
2.2.
The applicability of any purchase or other conditions of the Client is expressly excluded, as well as for future Agreements.
2.3.
In the event of contradictions between the various parts of the General Terms and Conditions, the Agreement and/or further Written arrangements, the following order of precedence shall apply (with the earlier document preceding over the later document):
a.
(Specific) Written arrangements;
b.
The Agreement;
c.
Processor agreement (Annex 1 of the Agreement);
d.
Possible other attachments or Written arrangements;
e.
General Terms and Conditions Edu-Suite.
Article 3. Conclusion of the Agreement
3.1.
Every Agreement is formed when the Client accepts an Offer from Edu-Suite in Writing.
3.2.
An Offer from Edu-Suite is non-binding and valid for a period of four (4) weeks. Edu-Suite is not obligated to accept an acceptance of the Offer after this period has expired, but if Edu-Suite does, the Offer is still considered to be accepted.
3.3.
Acceptance of an Offer that differs from the Offer or contains a change made to it by the Client, is not binding on Edu-Suite until acceptance has been explicitly confirmed in Writing to Client.
Article 4. Execution of the agreement
4.1.
The Agreement specifies, among others, the Services to be provided and the corresponding fees to be charged by Edu-Suite. Edu-Suite shall execute the Agreement to the best of its knowledge and ability and in accordance with the requirements that Client may reasonably set based on Edu-Suite’s knowledge and expertise.
4.2.
Deadlines for implementation, completion, and availability, unless specified in the Agreement, shall be determined by mutual agreement with Client. These periods are only indicative, subject to changes and do not count as deadlines (‘fatale termijn’), unless explicitly agreed otherwise in Writing. The creation of the login data by Edu-Suite and the sending thereof to Client shall be deemed to be the (first) availability of the Services.
4.3.
Edu-Suite shall exercise the due care of a good contractor in executing the Agreement. Client shall exercise the care of a good principal in executing the activities. This means that the parties are obligated to do or leave anything that is reasonably necessary and desirable for the proper execution of the Agreement. Client will in any case:
a.
supply all data and other information which Edu-Suite indicates are necessary or which Client should reasonably understand are necessary for the execution of the Agreement;
b.
give Edu-Suite access to all places, Services and Accounts under its control if and to the extent required for the performance of the Agreement;
c.
Client shall notify Edu-Suite well in advance of any changes that may affect the execution of orders by Edu-Suite, such as technical or organizational changes.
4.4.
Edu-Suite is entitled to make use of third parties’ services for the execution of the Agreement. The related costs shall only be paid by Client if agreed upon in advance.
4.5.
The Services will be made available to Client or an authorized End User in a version and manner as provided in Edu-Suite’s specifications. Edu-Suite is entitled at any time to replace the version of the Software in the Service(s) it makes available or makes available to an End User with a newer version.
4.6.
If Edu-Suite’s employees or third parties engaged by Edu-Suite perform work at Clients office or at a location designated by Client, Client shall provide, free of charge, all reasonable support, and facilities necessary for that purpose.
Article 5. Trial
5.1.
If the Agreement concerns provision of the Software for a specified Trial, the provisions set out in this article apply in addition to and/or by way of derogation from the other General Terms and Conditions.
5.2.
A Trial has the duration stated in the Agreement. If no such duration is stated the Trial will be one (1) month starting from the date communicated by Edu-Suite or, in the absence of such a date, from the day on which Services are first provided.
5.3.
During the Trial, Client accepts that the Service only contains the functionality and other characteristics found in the Service (“as is”), meaning with all visible and invisible errors or defects. Client agrees that during the Trial certain functions or features may be limited or disabled, depending on the type of Trial and the access levels granted. Any liability, assurances or warranties regarding operation of the Services under the Agreement or these General Terms and Conditions do not apply during the Trial.
5.4.
During a Trial, Client may use the Software free of charge. The Trial period shall end when the term specified in the Agreement expires. The period shall not be extended unless explicitly agreed otherwise in the Agreement.
Article 6. Implementation costs
6.1.
If the Service consists of Implementation, the provisions set out in this article shall apply.
6.2.
Edu-Suite reserves the right to assign personnel to the performance of the Implementation based on the nature and complexity of the required work. The applicable hourly rate shall be charged in accordance with the level of experience and expertise of the personnel assigned, as specified in the Agreement.
6.3.
If, during the Implementation, it appears that systems, integrations, equipment, software, and/or the IT infrastructure of Client or any third party engaged by Client must be modified to enable Implementation, Edu-Suite shall consult with Client, and the Parties shall make additional arrangements regarding Implementation. Any additional costs incurred by Edu-Suite in this context shall be borne by Client, unless the Parties agree otherwise in Writing.
6.4.
Around the effective date of the Software, Edu-Suite shall provide Client with the login credentials. Client acknowledges that loss of these credentials may lead to unauthorized access to the Software. Client shall therefore protect the login credentials from any unauthorized parties.
6.5.
Client shall be solely responsible for establishing and maintaining a suitable and adequate IT infrastructure (including hardware and software), taking into account the intended use of the Software. At Client’s request, Edu-Suite may provide minimum system specifications. Client understands that these specifications may be adjusted over time due to technological developments.
Article 7. Consultancy
7.1.
If the provision of Services includes Consultancy, the provisions of this article shall apply.
7.2.
Edu-Suite shall perform the Consultancy in a professional and careful manner.
7.3.
Unless expressly agreed otherwise by the Parties, Consultancy shall be charged based on the time spent and the costs incurred by the Edu-Suite, in accordance with the hourly rate specified in the Agreement.
7.4.
If no hourly rate has been agreed, Edu-Suite shall be entitled to charge its customary hourly rate for any Consultancy already performed.
7.5.
Consultancy shall be performed during regular business hours of Edu-Suite, unless expressly agreed otherwise by the Parties Edu-Suite reserves the right to assign personnel to the performance of the services based on the nature and complexity of the required work of the Consultancy. The applicable hourly rate shall be charged in accordance with the level of experience and expertise of the personnel assigned, as specified in the Agreement.
7.6.
If the results of Consultancy contain defects directly caused by unprofessional or careless conduct on the part of the Edu-Suite, and Client notifies Edu-Suite of such defects within ten (10) days following delivery of the relevant result, Edu-Suite shall only be obliged to make reasonable efforts to correct such material defects or, if correction is not possible, to credit an amount deemed reasonable by Edu-Suite that has been paid for the relevant Consultancy.
Article 8. Access to the Software
8.1.
Edu-Suite will create the agreed number of Client Account(s) for Client to access and use the Software as agreed.
8.2.
Client can create order and distribute User Licenses to End Users through its Client Account(s). For each End User, Edu-Suite will create a single End User Account that provides access to the specific digital products associated with their assigned User License(s). Unless otherwise agreed in writing, User Licenses are valid for twelve (12) months, do not automatically renew, and the total number may be limited per the Agreement, with excess User Licenses being charged by Edu-Suite accordingly. When a User License expires, the End User loses access to the related digital products.
8.3.
Client is fully responsible and liable for the security of all Accounts including all End User Accounts.
8.4.
All Accounts are personal and may not be shared with other persons unless explicitly agreed otherwise in Writing. In particular, Client shall ensure that login credentials must be kept strictly confidential and may not be shared with other individuals. Edu-Suite may assume that everything that happens from Account(s), after login, happens under the direction and supervision of Client.
8.5.
If Account login details have been lost or leaked, Client shall ensure that immediate measures are taken to prevent misuse of the affected Account. These measures may include, for example, changing the password or blocking the Account. Client shall also immediately report this to Edu-Suite, so that any additional measures can be taken.
8.6.
Client ensures that all End User comply with the obligations set forth in the Agreement and these General Terms and Conditions and Client remains fully responsible for all End User actions.
Article 9. Service levels
9.1.
Edu-Suite shall provide the Software in accordance with the service levels set out in this Agreement. Any service levels not explicitly included in this article do not constitute a standard part of the Services. For more information, please contact us at support@edu-suite.com. Edu-Suite’s business days are from Monday to Friday business hours are from 09:00 to 17:00 Central European Time.
9.2.
Edu-Suite shall make reasonable efforts to ensure the uninterrupted availability of the Software and to provide access to data stored by Edu-Suite. However, guarantees regarding availability are only provided if explicitly agreed upon in Writing. Unless otherwise agreed, all service levels shall be governed by the provisions of this article.
9.3.
Edu-Suite shall take all reasonable measures to keep the Software up to date. However, in doing so, Edu-Suite is dependent on its own third-party providers.
9.4.
Edu-Suite shall make reasonable efforts to maintain the Software for Client throughout the duration of the Agreement.
9.5.
Maintenance activities may result in the Software being temporarily unavailable or only partially accessible. To minimize disruption caused by such activities, Edu-Suite shall make reasonable efforts to carry out scheduled maintenance at times when Software is typically used less frequently by Client and/or End Users.
9.6.
Maintenance may result in modifications to or the removal of existing functionalities. Edu-Suite shall use reasonable efforts to inform Client within a reasonable period if there is a material change in functionality.
9.7.
Edu-Suite shall provide a reasonable level of service and maintenance of second line support. Second-line support shall be limited to:
a.
Addressing technical issues caused by system failure
b.
Necessary updates
9.8.
Usage related inquiries regarding the use of the Software and other general support requests are considered first line support questions which are the responsibility of Client.
9.9.
Edu-Suite makes any reasonable effort to maintain a monthly uptime of 99.5%, except for planned downtime.
9.10.
Edu-Suite shall make reasonable efforts to remedy defect and deficiencies in the Software.
9.11.
Client may submit a feature request to Edu-Suite at any time. Upon receipt of such a request, Edu-Suite shall not be obligated to implement, accept or further consider any feature requests. Edu-Suite reserves the right, at its sole discretion, to reject or disregard any request, including where implementation is not feasible or may adversely affect the operation of the relevant Services.
Article 10. Prices, billing and payment
10.1.
As compensation for the Services, Client shall owe the fees specified in the Agreement. Unless explicitly stated otherwise, all rates and prices are in Euros excluding VAT. All prices are subject to obvious programming and typing errors.
10.2.
As specified in the Agreement, payment for Software licenses shall consist of a fixed fee for access to the Software and a variable fee calculated based on the number of User Licenses ordered by Client.
10.3.
Client shall be charged for at least a minimum number of User Licenses specified in the Agreement. Any additional User Licenses ordered by Client in excess of the specified minimum shall be invoiced on a monthly basis, based on actual usage.
10.4.
Edu-Suite will send a digital invoice to Client. Payment will be made each month, for which Edu-Suite can use an automatic direct debit. Client is not entitled to revoke this automatic direct debit or to reverse the payment.
10.5.
The payment term is fourteen (14) days after the invoice date, unless otherwise agreed in Writing. After this period, Client shall be immediately in default (‘verzuim’).
10.6.
Edu-Suite has the right to increase the prices in an Agreement that has a time span of multiple years, annually in January according to the relevant index of the previous year, published by Statistics Netherlands (CBS), with a maximum percentage of 5%, without the possibility for Client to terminate the Agreement. If the CBS no longer uses the said index figure, an index figure that is as comparable as possible will be applied.
10.7.
Client shall be in default by operation of law from the due date of the invoice, without prior notice of default being required. Edu-Suite is entitled to charge Client the full amount due, as well as interest calculated from the due date on the amount due at a rate of 1% per month, or, if higher, the legal commercial interest rate.
10.8.
Edu-Suite has the right to suspend and/or temporarily block the use of the Services if Client revokes the direct debit authorization he has provided or repeatedly fails to pay the invoices submitted by Edu-Suite on time.
10.9.
Edu-Suite may charge an administration fee for blocking and unblocking. Client will remain liable for any amounts due periodically during the blocking.
10.10.
Any claim for payment is immediately due and payable if Client is declared bankrupt, applies for a suspension of payments, has its assets seized, goes into liquidation, or is dissolved.
10.11.
Client is not entitled to suspend or set off any payment obligation against any claim against Edu-Suite for whatever reason.
Article 11. Rules of use
11.1.
Client warrants that the Services will not be used for activities that violate any applicable law or regulation. In addition, it is expressly not permitted (whether lawful or not) to offer, manufacture or distribute through the Services any Materials that:
a.
contain malicious content (such as malware or other harmful software);
b.
infringe on the rights of third parties (such as Intellectual Property), or be unmistakably libelous, defamatory, abusive, discriminatory or hateful;
c.
contain information about or be of assistance in violating the rights of third parties, such as hacking tools or explanations of computer crime that are intended to encourage the reader to commit criminal acts and not to be able to defend themselves against them;
d.
violate the privacy of third parties, including but not limited to the distribution of Personal Data of third parties without consent or necessity;
e.
contain hyperlinks, torrents or references to (sources of) Materials that infringe copyrights or other Intellectual Property Rights; or
f.
contain child pornography, bestiality pornography or animations thereof or are manifestly intended to assist others in finding such Materials.
11.2.
If, in the opinion of Edu-Suite, there is any hindrance, damage, or other danger to the functioning of Edu-Suite’s systems or networks or those of third parties, Edu-Suite is entitled to take all measures it reasonably deems necessary to avert or prevent such danger. Edu-Suite may recover all the costs reasonably incurred in taking the measures referred to in the previous paragraph from Client.
11.3.
Client shall indemnify Edu-Suite against all claims by third parties relating to damage resulting from a breach of these rules of use.
Article 12. Notice and Takedown
12.1.
If Edu-Suite has any reasonable doubts that the Services are used to store or distribute unlawful Materials, or using the Services is otherwise unlawful or in breach of the Agreement, Edu-Suite will remove the Materials in question, without having to make a backup. Edu-Suite will use reasonable efforts not to affect any other Materials available on the Services and will notify Client of such measures as soon as possible.
12.2.
Edu-Suite is entitled to hand over the name, address, and other identifying details of Client and/or End Users to a third party who complains that Client and/or the relevant End User is infringing on its rights, if:
a.
Edu-Suite finds that it is sufficiently plausible that Client and/or the relevant End User has acted unlawfully and caused damage to the third party;
b.
the third party has, in the opinion of Edu-Suite, a real interest in obtaining the data; and
c.
Edu-Suite deems it plausible that there is no less intrusive way to obtain the data, and the weighing of the interests involved means that the interest of the third party should prevail.
12.3.
Edu-Suite is entitled to hand over the name, address, and other identifying information of Client and/or End Users to the competent authorities, if Edu-Suite is obliged to do so by applicable laws or regulations (such as in the case of an authorized court order).
Article 13. Intellectual Property
13.1.
All Intellectual Property Rights vested in Edu-Suite, the Services, the Software and Materials contained therein are and shall remain vested in Edu-Suite. These may not be copied, disclosed, reproduced, altered, or used in any way without separate Written permission from Edu-Suite, except in cases where it is permitted by mandatory law.
13.2.
Client is not entitled to make any changes to the Services and has no right to a copy of the source files of the Services, except in cases where this is permitted by mandatory law.
13.3.
Client acquires a non-exclusive, non-transferable, and non-sublicensable right of use to use the Service and Materials for the duration and conditions set forth in the Agreement. Client is entitled to make the Service and Materials available for use by its End Users.
13.4.
All Intellectual Property Rights vested in Client Data or other Materials provided by Client and/or End User shall remain with Client. Intellectual Property rights created by Client using the Services will also belong to Client and can be used as agreed upon in the Agreement.
13.5.
Edu-Suite has a limited right of use-to-use Client Data and Materials provided by Client and/or End User for the Service, reports, benchmarks, statistical, commercial and analysis purposes including future aspects thereof.
13.6.
If Client sends information to Edu-Suite, for example feedback about an error or a suggestion for improvement, Client gives Edu-Suite an unlimited and perpetual right of use of this information for the Service. This does not apply to information that Client expressly marks as Confidential Information.
13.7.
Without the prior Written consent of Edu-Suite, Client is not permitted to publish, reproduce and/or transfer the Right of use of these works to third parties.
13.8.
If Client or the User notices that third parties are infringing on the rights referred to in article 13.1, they are obliged to inform Edu-Suite of this immediately in Writing. Client and the End User will not take any action, either in or out of court, against such an infringement without Written permission from Edu-Suite. If Edu-Suite decides to take action against infringing third parties, Client and the End User will provide all cooperation requested by Edu-Suite at the Edu-Suite’s expense.
13.9.
Edu-Suite is entitled to use relevant names and logos of Client for promotional purposes. In doing so, Edu-Suite will comply with all reasonable instructions from Client.
13.10.
Client shall indemnify Edu-Suite against any third-party claims based on the infringement of any (Intellectual Property) right due to Client Data or Materials as originating from Client or its End Users.
Article 14. Confidentiality
14.1.
Neither Party will publish or otherwise disclose the information it receives or to which it gains access in the context of the execution and preparation of or negotiations on this Agreement without the prior Written consent of the other Party.
14.2.
Confidential Information shall in any case be understood to mean the (1) contents of the Agreement and appendices thereto (2) the contents of Services, (3) the contents of Offers, (4) the prices disclosed to Client, (5) any additional Written arrangements, agreements, or conditions.
14.3.
Both Parties will only use Confidential Information to the extent necessary for the performance of the Agreement.
14.4.
The Parties shall keep the Confidential Information that they provide to each other before, during or after the execution of the Agreement confidential. Each Party warrants that all its employees and, if applicable, all third parties engaged by it, who encounter Confidential Information in connection with the execution of this Agreement, sign an adequate confidentiality agreement to that effect. The receiving Party shall:
a.
ensure that the Confidential Information receives the same level of protection from unauthorized access or unauthorized use as its own Confidential Information, but at least a reasonable level of protection; and;
b.
not use the Confidential Information for any purpose other than the performance of the Agreement, and;
c.
not retain the Confidential Information for longer than is necessary for the performance of the Agreement; and
d.
return, destroy or dispose of all Confidential Information at the first request of the providing Party, as well as immediately upon termination of the Agreement and report that this has occurred
e.
The obligations as described in paragraph four (4) of this article do not apply to Confidential Information which:
f.
is public or becomes public without the receiving Party breaching its obligation of confidentiality, or;
g.
Is lawfully made available to the receiving Party by a third party without any obligation of confidentiality, or;
h.
was demonstrably already lawfully in the possession of the receiving Party prior to its receipt; or
i.
has been designated as non-confidential in a Written document by the providing Party.
14.5.
If a receiving Party becomes legally obligated to disclose Confidential Information provided under the Agreement, such receiving Party shall promptly notify the providing Party in Writing so that such providing Party may seek conservatorship or other appropriate legal remedy and/or waive compliance with the confidentiality provisions of the Agreement. All Confidential Information provided under this Agreement shall remain the exclusive property of the providing Party.
14.6.
All Confidential Information provided under this Agreement shall remain the exclusive property of the providing Party. Immediately upon expiration or termination of the Agreement for any reason, the receiving Party shall return or destroy all originals and copies of the Materials in its possession (regardless of form) that contain or represent Confidential Information, upon the request of the providing Party.
14.7.
The obligation to maintain confidentiality continues even after termination of the Agreement for any reason.
Article 15. Defects/shortcoming
15.1.
In the event of a defect or shortcoming in the Services provided by Edu-Suite, Client shall notify Edu-Suite as soon as possible and give Edu-Suite the opportunity to assess and, if necessary, rectify the defect or shortcoming before it can be used to exercise any rights.
15.2.
Reporting a defect or shortcoming never entitles Client to suspend his payment obligations with regard to the Services.
15.3.
Client shall provide concrete and reproducible evidence of the existence of the defect, including screenshots. If Client fails to do so, Edu-Suite cannot deal with the reported defect.
15.4.
From the moment that Client has discovered or reasonably should have discovered the defect, but in both cases no later than two (2) weeks after this date, Clients right to appeal to this defect or shortcoming shall lapse.
Article 16. Liability
16.1.
Client or End User shall not make any claim, however named, against Edu-Suite for defects of any kind in or relating to the Software or its functioning (‘tekortkoming in de nakoming’). Any liability of Edu-Suite for compensation of damages, both direct and indirect, including immaterial damage, business or stagnation damage or any other damage, arising from the Agreement or otherwise related to the Software and/or the use thereof by Client or End User, is excluded.
16.2.
Edu-Suite cannot guarantee the absence of any errors or omissions in the Services. Edu-Suites and authors or editors of the Software in the Services will not be liable in any way for any errors or omissions in the Services.
16.3.
The limitation of liability as referred to in article 16.1 shall cease to apply if and insofar as the damage is the result of intentional or deliberate recklessness on the part of the management of Edu-Suite.
16.4.
Client shall indemnify Edu-Suite against all claims from third parties (including Clients of Client), for compensation of damages, costs, or interest, related to this Agreement and/or Services.
16.5.
Notwithstanding the provisions of the preceding paragraphs of this article, Edu-Suite’s liability for damages in all cases per damaging event shall be limited to an amount equal to the amount paid by Client to Edu-Suite or, in the case of a periodic fee for the Right of use, equal to the fee for the first three months, for the Services that would have caused the damage. A series of related events shall be deemed to be a single event in this regard.
16.6.
Edu-Suite’s liability for breach of contract shall only arise if Client gives Edu-Suite immediate and proper notice of default in Writing, setting a reasonable time period in which to remedy the breach, and Edu-Suite remains in breach of contract even after that period.
16.7.
All claims for damages must be reported in Writing to Edu-Suite by Client within two months of the occurrence of the damage, under penalty of its cancellation.
Article 17. Force Majeure
17.1.
Edu-Suite is not liable for any obligations in respect of which it is wholly or partly, temporarily, or otherwise, prevented from performing. Edu-Suite shall notify Client in Writing as soon as possible if the situation arises.
17.2.
Force majeure may include power failures, internet failures, telecommunications infrastructure failures, network attacks (including (d)dos attacks), attacks by malware or other malicious software, civil unrest, mobilization, war, pandemics, terror, strikes, import and export restrictions, supply delays, fire and floods.
17.3.
From the date Edu-Suite has notified Client, its obligation shall be suspended. As soon as the duration of the impediment has exceeded a period of four (4) weeks, either Party shall be entitled to terminate the Agreement unilaterally. What has already been performed under the Agreement shall be determined within reason and thus settled without the Parties owing anything further to each other.
Article 18. Privacy
18.1.
If and to the extent that Client Data includes personal data within the meaning of the General Data Protection Regulation, Edu-Suite shall process such personal data exclusively in accordance with the terms and conditions set forth in the additional terms on personal data of Annex I.
Article 19. Duration, renewal, and termination
19.1.
Unless otherwise expressly agreed, the Right of use is granted for one (1) year and is tacitly renewed for the same term, unless the Agreement is terminated by either Party with three (3) months’ notice by the end of the term.
19.2.
Without prejudice to its rights to compensation and all other rights and powers conferred on it by law, Edu-Suite is entitled to suspend or terminate all or part of the Agreement without prior Written notice if:
a.
Client is declared bankrupt;
b.
Client has been granted a moratorium;
c.
Clients company is dissolved or liquidated;
d.
all or part of Clients assets have been seized;
e.
there is a deterioration in the solvency of Client which gives reasonable doubt about the ability to pay and the creditworthiness of Client;
f.
Client substantially changes its business activities without the prior Written consent of Edu-Suite substantially modifies or transfers to a third party;
g.
Client has not fulfilled its obligation, mentioned in article 8.4, after four weeks have elapsed from the time mentioned therein;
h.
Client has used the Services in violation of article 8, 10 and 11 or abuse or improper use has been established.
19.3.
If Client is in default of a material obligation to Edu-Suite, Edu-Suite is entitled to suspend or terminate the Agreement.
19.4.
Obligations which by their nature are intended to continue after the end of the Agreement shall continue in full force and effect even after the end of the Agreement.
19.5.
The application of article 6:271 et seq. of the Dutch Civil Code is excluded.
Article 20. Exit possibility
20.1.
After termination of the Agreement in accordance with Article 20, Edu-Suite shall, at the request of Client, provide the opportunity to use the export function in Edu-Suite.
Article 21. Amending of terms
21.1.
Edu-Suite has the right to amend these General Terms and Conditions as well as the prices at any time.
21.2.
Edu-Suite will announce the changes or additions at least thirty (30) days before they come into effect via the Website as well as an e-mail message to Client so that Client can take note of them.
21.3.
If Client does not wish to accept a change or addition in these General Terms and Conditions, Client may terminate the Agreement up to the date of entry into force. Use of the Service after the date of entry into force is deemed to be acceptance of the amended or supplemented conditions.
21.4.
Changes of minor importance, changes pursuant to the law and changes in Client’s favor may be made at any time.
Article 22. Miscellaneous
22.1.
The Agreement is governed by Dutch law.
22.2.
Unless otherwise prescribed by mandatory law, all disputes relating to the Agreement shall be submitted to the competent Dutch court for the district in which Edu-Suite is located.
22.3.
If any provision in these General Terms and Conditions proves to be invalid, this shall not affect the validity of the General Terms and Conditions in their entirety. In such a case, the Parties shall adopt new provision(s) to replace the original provision as much as is legally possible.
22.4.
Edu-Suite is entitled to transfer its rights and obligations under the Agreement to a third party that takes over Edu-Suite or the relevant business activity, subject to the condition that Client’s rights under the Agreement are not prejudiced, by which order Edu-Suite shall be discharged from its obligations to Client. Client is obliged to provide all cooperation deemed necessary by Edu-Suite for such transfer at the Edu-Suite’s first request.
22.5.
Client is not entitled to transfer the rights and obligations under the Agreement to a third party, including merger or takeover, without the Edu-Suite’s Written consent.
Annex I: Additional Data Processing Agreement
If Edu-Suite processes personal data on behalf of the Client under the Agreement, the provisions of this module shall apply. Unless otherwise agreed, this module shall serve as a (sub)processor agreement in such cases, whereby Edu-Suite shall be regarded as a (sub)processor.
Article 1. General
1.1.
During the execution of the Agreement, Edu-Suite may process personal data on behalf of the Client. If the Parties enter into a separate processor agreement, that agreement shall replace this Additional Data Processing Agreement.
1.2.
If personal data is processed in the execution of the Agreement, Client shall be considered the data controller if they determine the purpose and means of the processing, or as a processor if the Client’s Clients determine the purpose and means of the processing. Depending on the Client’s role, Edu-Suite shall be regarded as a processor.
1.3.
All terms in this Additional Data Processing Agreement that are defined in the General Data Protection Regulation (“GDPR”) shall have the meaning assigned to them in the GDPR.
Article 2. Purpose of processing
2.1.
Under the conditions of the Additional Data Processing Agreement, Edu-Suite commits to processing personal data on behalf of the Client. Processing shall only take place within the scope of executing the Agreement, including purposes reasonably related thereto or determined with additional consent.
2.2.
The purposes of processing, as well as the categories of data subjects and the types of personal data processed in the provision of Services, are further described on the Website.
2.3.
Edu-Suite shall not process personal data for any other purpose than determined by the Client. The Client shall inform Edu-Suite of the processing purposes to the extent they are not already mentioned in this Additional Data Processing Agreement.
2.4.
Edu-Suite shall not make independent decisions regarding the processing of personal data for other purposes, including the disclosure to third parties and the retention period of data. Control over personal data provided to Edu-Suite under this Additional Data Processing Agreement or other agreements between the Parties, as well as data processed by Edu-Suite in this context, shall remain with the Client.
Article 3. Obligations of Edu-Suite
3.1.
Both Parties shall ensure compliance with applicable laws and regulations in the field of personal data protection, including at least the GDPR.
3.2.
Upon Client’s request, Edu-Suite shall inform the Client about the measures taken regarding its obligations under this Additional Data Processing Agreement.
3.3.
The obligations of Edu-Suite arising from this Additional Data Processing Agreement also apply to those processing personal data under its authority, including but not limited to employees, in the broadest sense of the word.
3.4.
Edu-Suite shall immediately inform the Client if it believes that an instruction from the Client contradicts the GDPR.
3.5.
Edu-Suite shall assist the Client in complying with their obligations under Articles 32 to 36 of the GDPR, such as supporting the performance of a Data Protection Impact Assessment (“DPIA”) or a prior consultation with the supervisory authority if necessary.
Article 4. Transfer of personal data
4.1.
Edu-Suite may process personal data in countries within the European Economic Area (“EEA”). Additionally, Edu-Suite may transfer personal data to a country outside the EEA, provided that the country ensures an adequate level of protection and Edu-Suite complies with the other obligations arising from this Additional Data Processing Agreement and the GDPR.
Article 5. Use of subprocessors and disclosure of personal data to third parties
5.1.
The Client hereby grants Edu-Suite permission to engage a subprocessors in the processing of personal data under this Additional Data Processing Agreement, subject to compliance with applicable privacy legislation.
5.2.
Edu-Suite shall inform the Client about the subprocessors it engages. The engaged subprocessors are further described on the Website.
5.3.
The Client has the right to submit a written, reasoned objection against any subprocessors engaged by Edu-Suite. If the Client objects, the Parties shall consult to reach a resolution.
5.4.
Edu-Suite shall ensure that these subprocessors undertake the same obligations in writing as agreed between the Client and Edu-Suite. Edu-Suite guarantees compliance by these subprocessors and is liable to the Client for their errors as if it committed the errors itself.
5.5.
Edu-Suite may provide personal data to third parties acting as subprocessors at the Client’s request. These third parties are not considered subprocessors engaged by Edu-Suite as they provide services directly to the Client. The Client is solely responsible for making appropriate agreements regarding personal data with these parties.
Article 6. Security
6.1.
Edu-Suite shall endeavor to take appropriate technical and organizational measures concerning the processing of personal data to prevent loss or any form of unlawful processing (such as unauthorized access, alteration, or disclosure).
6.2.
If a necessary security measure is missing, Edu-Suite shall ensure that security is at a level that is not unreasonable, considering the state of technology, the sensitivity of the personal data, and the costs associated with implementing security measures.
Article 7. Data Breach Notification
7.1.
Edu-Suite shall notify the Client without undue delay of a personal data breach as defined in Article 4(12) GDPR (“Data Breach”), enabling the Client to assess whether to notify supervisory authorities and/or data subjects.
7.2.
The notification obligation applies regardless of the impact of the Data Breach. Edu-Suite shall notify the Client via email.
7.3.
Edu-Suite’s notification to the Client shall include at least:
a.
The date and time of discovering the Data Breach;
b.
The date and time of reporting to the Client;
c.
The measures taken or planned to contain and mitigate the effects of the Data Breach;
d.
Information about the Data Breach, including:
i.
A description of the breach;
ii.
The date or period in which the breach occurred;
iii.
The suspected cause;
iv.
The known and/or expected impact;
v.
The number of affected individuals;
vi.
The categories of affected individuals;
vii.
Whether data was encrypted, hashed, or otherwise rendered inaccessible to unauthorized persons.
7.4.
The Client shall ensure compliance with any (legal) notification obligations. Edu-Suite shall follow all reasonable Client instructions and cooperate in mitigating damage to data subjects and preventing future incidents. Reasonable costs may be charged for this assistance.
Article 8. Handling data subject requests
8.1.
If a data subject submits a request to exercise their statutory rights to Edu-Suite, Edu-Suite shall forward the request to the Client and notify the data subject. The Client shall handle the request independently.
8.2.
If the Client requires assistance from Edu-Suite to process a data subject’s request, Edu-Suite shall provide the necessary cooperation. Reasonable costs may be charged.
Article 9. Audit
9.1.
The Client has the right to conduct audits via an independent expert bound by confidentiality to verify compliance with this Additional Data Processing Agreement.
9.2.
Such an audit shall only take place if the Client has a specific suspicion of data misuse and has first reviewed similar audit reports available at Edu-Suite. The audit shall occur two weeks after prior notice and no more than once per year.
9.3.
Edu-Suite shall cooperate with the audit and provide all reasonably relevant information and personnel within a reasonable timeframe.
9.4.
The Client shall ensure that the audit causes minimal disruption to Edu-Suite’s operations.
9.5.
The Parties shall jointly assess and implement the audit findings if necessary.
9.6.
The Client shall bear the costs of the audit.