Article 1 – Definitions
Capitalised terms in these Terms have the following meaning, in the singular and the plural.
1.1 Account: a User’s personal access to the Software.
1.2 Customer: the legal entity, or the natural person acting in the course of a profession or business, that enters into an Agreement with Examplary.
1.3 AI Features: features of the Software that use AI models, such as generating questions, rubrics and feedback, making grading suggestions and adapting practice spaces to a student’s level.
1.4 Services: everything Examplary provides under the Agreement, including making the Software available, implementation, training and support.
1.5 Documentation: the manuals, user instructions and other information about the Software that Examplary makes available, including the user instructions for the AI Features.
1.6 Examplary: Examplary B.V., with its registered office in Amsterdam and its office at Zijpendaalseweg 17, 6814 CB Arnhem, the Netherlands, registered with the Dutch Chamber of Commerce under number 98672118.
1.7 User: any natural person who gets access to the Software through the Customer, such as the Customer’s staff, teachers, pupils and students.
1.8 Terms of Service: Examplary’s terms for individual users.
1.9 Intellectual Property Rights: all intellectual property rights and related rights, including copyright, database rights, trade mark rights, trade name rights, patent rights and rights in know-how.
1.10 Customer Data: all data and materials that the Customer or Users, or others on their behalf, enter or upload into the Software, or create in it with the Software. This includes teaching materials, tests, questions, rubrics, students’ answers, grades, feedback and Output.
1.11 Licence Agreement: the Quote from Examplary accepted by the Customer, which sets out, among other things, the Services, the number of Seats, the fees and the term.
1.12 Custom Work: materials or functionality that Examplary develops specifically for the Customer at the Customer’s request, to the extent expressly agreed as custom work in the Licence Agreement.
1.13 Quote: an offer from Examplary to the Customer, including an offer made through an online environment.
1.14 Output: the result generated by the AI Features, such as questions, rubrics, grading suggestions and feedback.
1.15 Agreement: the Licence Agreement, the Data Processing Agreement, the SLA and these Terms together, including their annexes.
1.16 Seat: the right for one User with a teacher or administrator role to use the Software. The Customer’s pupils and students have access to the Software without a Seat.
1.17 SLA: Examplary’s service level agreement that applies to the Agreement.
1.18 Software: Examplary’s online software as made available to the Customer, including updates, new versions and Custom Work.
1.19 Data Processing Agreement: the data processing agreement between Examplary and the Customer, including its annexes.
1.20 Confidential Information: information that is marked as confidential, or that the receiving party should reasonably understand to be confidential.
1.21 Workspace: the environment within the Software that is assigned to the Customer and holds its Accounts, Customer Data and settings.
Article 2 – Applicability, order of precedence and formation
2.1 These Terms apply to all Quotes from Examplary to the Customer and to all Agreements resulting from them. They only apply to business customers. Individual users are subject to the Terms of Service.
2.2 The Agreement consists of the following documents. If they conflict, a document listed earlier takes precedence over a document listed later:
- a. the Data Processing Agreement;
- b. the Licence Agreement;
- c. the SLA;
- d. these Terms.
Otherwise, the documents complement each other.
2.3 Deviations from these Terms only apply if they have been agreed in the Licence Agreement or otherwise in writing. They only apply to that Agreement.
2.4 Examplary expressly rejects the applicability of the Customer’s purchasing terms or other terms.
2.5 A Quote is non-binding. It is valid until the expiry date stated in it or, if no date is stated, for thirty days from the date of the Quote.
2.6 The Agreement is formed as soon as the Customer accepts the Quote, either online through the environment provided for that purpose or by signing it. Online acceptance has the same legal effect as a signature, including for the Data Processing Agreement.
2.7 Anyone who accepts a Quote on behalf of the Customer, or takes out a Workspace on behalf of the Customer, confirms that they are authorised to do so.
2.8 If the Customer accepts a Quote with reservations or changes, the Agreement is only formed if Examplary agrees to them in writing.
2.9 If the Customer uses the Services without having accepted the Quote, the Quote is deemed to have been accepted.
2.10 If someone takes out a subscription on behalf of the Customer through Examplary’s website, such as a Pro plan to work together with colleagues, these Terms and the Data Processing Agreement that Examplary offers with it apply. The SLA does not apply in that case. The order confirmation counts as the Licence Agreement. Examplary only grants a licence for a whole school or school board through a Quote.
Article 3 – Right of use
3.1 For the term of the Agreement, Examplary grants the Customer a non-exclusive, non-transferable and non-sublicensable right to use the Software. That right applies to the Customer’s own educational or business purposes and within the number of Seats and the other limits in the Licence Agreement.
3.2 The Customer may give Users access to the Software. The Customer guarantees that Users comply with the Agreement, in particular the rules in article 5, and is responsible to Examplary for their actions.
3.3 The Customer and Users may not:
- a. sell, rent out or otherwise make available the Software or access to it to third parties;
- b. decompile or reverse engineer the Software, except to the extent permitted by mandatory law;
- c. circumvent technical security measures or usage restrictions;
- d. use the Software, Output or the Documentation to develop a competing product or to train AI models;
- e. extract data from the Software by automated means or put a heavy load on it, for example through scraping or load testing, other than through the APIs that Examplary provides for that purpose;
- f. test the Software for vulnerabilities without Examplary’s prior written permission.
3.4 If more Users with a teacher or administrator role use the Software than the number of Seats in the Licence Agreement, Examplary may charge for the extra Seats pro rata at the price in the Licence Agreement.
3.5 The AI Features are intended for reasonable use in education and assessment. Specific usage limits only apply if they are stated in the Licence Agreement. If use clearly goes beyond reasonable use, for example through automated requests or use outside education and assessment, Examplary will consult the Customer before taking measures.
3.6 Use of Examplary’s APIs is subject to the technical conditions in the Documentation. API keys are confidential and linked to the Customer’s Workspace.
Article 4 – Accounts and Users
4.1 Examplary provides the Customer with a Workspace with one or more administrator accounts. With these, the Customer manages Users’ Accounts itself, for example by creating and deleting Accounts and assigning roles.
4.2 The Customer can let Users log in through single sign-on or through a connection with its learning environment. The Customer is responsible for setting up and managing those connections correctly on its side.
4.3 Login details are personal and confidential. The Customer ensures that Users keep their login details secret. Examplary may assume that actions taken through an Account are taken by or with the permission of the Customer.
4.4 If the Customer suspects misuse of an Account, it reports this to Examplary immediately. It takes the necessary measures itself, such as blocking the Account.
4.5 Examplary may temporarily block an Account if this is necessary to prevent misuse, a security risk or damage. Examplary informs the Customer of this as soon as possible.
4.6 The Customer decides which Users get access. Users who get access through the Customer do not enter into their own agreement with Examplary and do not accept the Terms of Service. The Customer ensures that they know and follow the rules in article 5. When Users log in for the first time, Examplary shows them a short explanation of how to use the Software and the AI Features.
4.7 If a User already had their own Examplary account before getting access through the Customer, that account remains subject to the Terms of Service. Content only moves from that account to the Customer’s Workspace if the User moves it themselves.
Article 5 – Rules of use and the Customer’s responsibility
5.1 The Customer uses the Services in accordance with the law, the Agreement and the Documentation.
5.2 The Customer and Users may not use the Software to store or distribute information that:
- a. infringes the rights of third parties, including Intellectual Property Rights and the right to privacy;
- b. is discriminatory, threatening, offensive or otherwise unlawful;
- c. contains viruses or other malicious code;
- d. contains special categories of personal data, unless this is necessary for education and the Data Processing Agreement provides for it.
5.3 The Customer does not use the AI Features:
- a. for practices that are prohibited under article 5 of the AI Act, such as recognising students’ emotions;
- b. to take decisions on admission, placement, progression or the award of diplomas that are based solely on Output;
- c. for purposes other than creating, administering and grading tests and practising with course material, unless Examplary agrees to this in writing.
5.4 The Customer decides which Customer Data it processes with the Software and how its Users use the Software. The Customer is responsible for ensuring that this is lawful.
5.5 If Examplary receives a notice that Customer Data is unlawful, or finds this itself, it informs the Customer and asks for a response within a reasonable period. In urgent cases, Examplary may make the Customer Data concerned inaccessible immediately. Examplary gives reasons for such a decision and gives the Customer the opportunity to object to it.
5.6 Examplary only provides data about the Customer or Users to a third party if it is legally required to do so. For personal data, it follows the Data Processing Agreement.
5.7 The Customer indemnifies Examplary against claims by third parties, including Users, arising from Customer Data or from use of the Services in breach of this article.
Article 6 – AI Features
6.1 Output is generated automatically and may be incorrect, incomplete or unsuitable. Output is a suggestion to the User. Examplary makes reasonable efforts to monitor the quality of Output, among other things by basing Output on the Customer’s teaching materials and assessment criteria and by showing a confidence indication with grading suggestions.
6.2 An assessment, grade or feedback is only final once an authorised User has reviewed and approved it. The Customer ensures that Users who use the AI Features for assessment are sufficiently equipped to do so and follow the Documentation.
6.3 To the extent that the AI Act (Regulation (EU) 2024/1689) applies, Examplary is the provider of the AI Features and the Customer is the deployer. Each party complies with the obligations that the AI Act imposes on it. The parties give each other reasonable cooperation in this.
6.4 The Customer informs Users and, where necessary, parents or guardians that AI Features may be used in assessment and feedback. Examplary provides example texts for this. Where students interact directly with AI Features, the Software makes this clear to them.
6.5 If the Customer finds that the AI Features make serious errors or pose risks to the health, safety or fundamental rights of Users, it reports this to Examplary as soon as possible.
6.6 Examplary uses AI models from third parties for the AI Features. Providers that process personal data in doing so are listed as subprocessors in the Data Processing Agreement. Examplary may change model or provider; for a new subprocessor, the procedure in the Data Processing Agreement applies.
6.7 Examplary does not use Customer Data to train or improve AI models. It contractually requires its providers of AI models not to do so either.
6.8 Examplary records the use of the AI Features in log files, to the extent necessary for the operation, security and quality monitoring of the Software and for compliance with the AI Act. Examplary limits personal data in those log files to what is necessary. Examplary keeps the log files for twelve months by default. The Customer can agree a different retention period with Examplary or, if the Software allows it, set one itself, taking into account statutory minimum periods.
6.9 The AI Features are designed to write new questions and not to copy existing questions from uploaded material word for word. This does not apply if a User deliberately imports an existing test; the Customer is responsible for that itself (article 7.4). This also applies in practice spaces. Because AI can make mistakes, Examplary cannot rule out that a question occasionally matches existing material (almost) word for word.
Article 7 – Customer Data and Output
7.1 All rights in Customer Data, including any rights in Output, remain with the Customer, its Users or their licensors. Examplary claims no rights in them.
7.2 The Customer grants Examplary a non-exclusive right to use Customer Data to the extent necessary to provide the Services, such as storing, processing and displaying it and generating Output. This right ends once Examplary has deleted the Customer Data after the end of the Agreement.
7.3 Examplary may use anonymised and aggregated data about the use of the Software to maintain and improve the Software. That data cannot be traced back to the Customer, Users or other persons. Examplary does not use it to train AI models.
7.4 The Customer guarantees that it and its Users are entitled to use the Customer Data, including third-party teaching materials, in the Software. Users decide for themselves which material they upload and with whom they share it; Examplary acts as a storage service and does not check uploaded material in advance. Examplary only uses uploaded teaching material within the Customer’s Workspace and does not publish it. The Customer indemnifies Examplary against claims by third parties alleging that Customer Data infringes their rights.
7.5 Customer Data in shared folders of the Workspace is accessible to all Users with access to those folders. Uploaded source material is only visible to the User who uploads it and to other staff of the Customer with whom that User shares it. Students have no access to it. Arrangements about the rights to content created by the Customer’s staff are a matter between the Customer and its staff.
7.6 Examplary may make third-party content available in the Software, such as libraries from publishers or question types developed by third parties. That content may be subject to the terms of the third party concerned. Examplary is not responsible for its content.
7.7 The Customer is responsible for the accuracy and completeness of the Customer Data it supplies, including through a connection with its student information system.
Article 8 – Examplary’s intellectual property
8.1 All Intellectual Property Rights in the Software, the Documentation, the question types, templates and instructions developed by Examplary, and in Custom Work belong to Examplary or its licensors. The Customer only receives the right of use in article 3.
8.2 The right to use Custom Work lasts as long as the Agreement, unless the Licence Agreement provides otherwise.
8.3 The Customer does not remove or change any notices of Intellectual Property Rights in the Software or the Documentation.
8.4 Examplary may use suggestions and feedback from the Customer and Users about the Software freely and without payment to improve the Software. This gives Examplary no rights in Customer Data.
8.5 Examplary indemnifies the Customer against claims by third parties alleging that use of the Software in accordance with the Agreement infringes their Intellectual Property Rights. The Customer informs Examplary immediately of such a claim and leaves the defence and any settlement to Examplary. The indemnity does not apply to Customer Data, third-party content or use in breach of the Agreement.
8.6 Examplary may mention the Customer’s name and logo as a reference, unless the Customer has said that it does not want this.
Article 9 – Availability, maintenance and changes to the Software
9.1 Examplary makes reasonable efforts to keep the Software available. The arrangements on availability, incident handling, backups and recovery are set out in the SLA. Where the SLA does not apply, Examplary provides the Software on a best-efforts basis.
9.2 Examplary may temporarily take the Software out of service for maintenance. It announces planned maintenance in advance via status.examplary.ai and carries it out as far as possible at times when the Software is little used. Emergency maintenance may take place without notice.
9.3 Examplary continuously develops the Software and may add, change or remove functionality. An overview of changes is available in the changelog on Examplary’s website. If a change materially reduces functionality that the Customer demonstrably uses, Examplary informs the Customer by email at least thirty days in advance. The Customer may then terminate the Agreement with effect from the date on which the change takes effect; Examplary refunds prepaid fees for the period after that date pro rata.
9.4 Examplary announces changes to public APIs or integrations that cause the Customer’s existing integrations to stop working at least six months in advance.
9.5 Examplary does not guarantee that the Software is free of errors. The Customer reports errors through the helpdesk as soon as possible.
9.6 Examplary is not responsible for the operation of systems of the Customer or third parties that the Software is connected to, such as student information systems, learning environments and identity providers. Examplary will, however, help the Customer within reasonable limits to investigate and resolve outages in those systems.
Article 10 – Implementation, support and training
10.1 Examplary carries out implementation, training and other one-off work as described in the Licence Agreement. The Customer cooperates, among other things by providing the necessary information, contact persons and access to its systems in good time.
10.2 Examplary may have implementation and training carried out by a partner it engages. Examplary remains responsible to the Customer for that work.
10.3 Users can contact Examplary’s helpdesk with questions about the Software during Office Hours as defined in the SLA. The arrangements for reporting and handling incidents are set out in the SLA.
10.4 The Customer can reschedule a planned training or workshop free of charge up to five working days in advance. If it is rescheduled or cancelled later, Examplary may charge half of the agreed fee, plus any costs already incurred that cannot be cancelled.
10.5 Examplary only carries out work outside the Licence Agreement and the SLA after it has quoted the costs in advance. Its rates applicable at that time then apply.
Article 11 – Security and personal data
11.1 Examplary takes appropriate technical and organisational measures to secure the Software and Customer Data. These measures are described in the Data Processing Agreement.
11.2 To the extent that Examplary processes personal data on behalf of the Customer when providing the Services, the Customer is the controller and Examplary is the processor. That processing is governed by the Data Processing Agreement. For educational institutions in Dutch primary, secondary and vocational education, the Data Processing Agreement follows the Edu-V model.
11.3 The Customer ensures that there is a valid legal basis for the processing. It informs Users and, where necessary, parents or guardians about the processing, and carries out a data protection impact assessment where necessary. Examplary assists as described in the Data Processing Agreement.
11.4 Examplary processes personal data of the Customer’s contact persons, such as data for invoicing and for communication about the Agreement, as a controller in accordance with its privacy policy.
11.5 Examplary stores Customer Data within the European Economic Area. If the Customer is based in the European Economic Area, the AI Features also process Customer Data within the European Union by default (the “EU only” setting). Other Customers can switch this setting on themselves. If the setting is off, the AI Features may process Customer Data at the fastest available location, including outside the European Economic Area. Switching the setting off counts as specific written consent to that transfer within the meaning of the Data Processing Agreement. Transfers only take place with appropriate safeguards, such as the EU-U.S. Data Privacy Framework or the European Commission’s standard contractual clauses.
Article 12 – Fees, invoicing and payment
12.1 The Customer owes the fees set out in the Licence Agreement. All amounts are in euros and exclude VAT and other government levies.
12.2 Examplary invoices recurring fees in advance per calendar year; the first, partial year is invoiced pro rata. Examplary invoices one-off fees as soon as the Agreement has been formed. Examplary may invoice electronically.
12.3 The Customer pays invoices within thirty days of the invoice date.
12.4 If the Customer takes additional Seats during the term, Examplary invoices them pro rata for the remaining period. A reduction in the number of Seats takes effect at the start of the next renewal period.
12.5 Examplary may adjust its fees each year on 1 January in line with the consumer price index (CPI, all households) of Statistics Netherlands (CBS). If the increase exceeds ten per cent, the Customer may terminate the Agreement with effect from the date on which the increase takes effect.
12.6 Other price changes only take effect at the start of a new renewal period. Examplary announces them at least three months in advance.
12.7 If the Customer disagrees with an invoice, it reports this in writing, stating its reasons, within the payment term. The Customer may suspend payment of the disputed part, but not of the rest.
12.8 If the Customer does not pay on time, it is in default without notice of default being required and owes the statutory commercial interest. If the Customer has still not paid after a written reminder giving it at least fourteen days, Examplary may suspend the Services. Examplary does not suspend the Services during an examination period registered in time as referred to in the SLA.
12.9 If Examplary has to have a claim collected, the reasonable extrajudicial collection costs are payable by the Customer. They amount to at least the fee under the Dutch Extrajudicial Collection Costs Decree (Besluit vergoeding voor buitengerechtelijke incassokosten).
12.10 The Customer may not set off its payment obligations against claims on Examplary.
Article 13 – Term and termination
13.1 The Agreement starts on the start date in the Licence Agreement. The initial term ends on 31 December of the year in which the Agreement starts. If the Agreement starts after 30 June, the initial term ends on 31 December of the following year. This means the initial term is always longer than six months. The Licence Agreement may state a different initial term.
13.2 After the initial term, the Agreement is automatically renewed for twelve months each time, unless a party gives written notice of termination no later than three months before the end of the current period.
13.3 A pilot may be agreed in the Licence Agreement. The pilot covers the first six months of the initial term. Before the end of the pilot, the parties evaluate the use of the Software together. If a party decides not to continue, it may terminate the Agreement in writing until the end of the pilot, without a notice period; the Agreement then ends at the end of the pilot. If neither party does so, the Agreement continues in accordance with articles 13.1 and 13.2. On termination, Examplary refunds any prepaid fees for the period after the end pro rata.
13.4 The Agreement cannot be terminated early, except in the cases that the Agreement expressly provides for.
13.5 Either party may rescind the Agreement in whole or in part in writing with immediate effect if:
- a. the other party fails to perform a material obligation and does not remedy that failure within thirty days of a written notice of default;
- b. the other party is declared bankrupt, applies for a suspension of payments or ceases its activities.
13.6 Examplary may immediately suspend access to the Software for all or some of the Users if the use seriously breaches the law or article 5, or if this is necessary to prevent acute damage to the Software or to third parties. Examplary informs the Customer immediately and lifts the suspension as soon as the cause has been removed.
13.7 On rescission, Examplary does not have to undo Services already provided or the fees owed for them. If the rescission results from a failure by Examplary, Examplary refunds prepaid fees for the period after the end pro rata.
13.8 The right of use ends when the Agreement ends. Article 14 applies to the export and deletion of Customer Data.
13.9 Provisions that by their nature are intended to continue after the end of the Agreement remain in force after it ends. These include the provisions on Customer Data, confidentiality, liability and disputes.
Article 14 – Exit, data portability and switching
14.1 The Customer can export its Customer Data during the term using the Software’s export functions. Tests and questions can be exported in QTI 2.1, QTI 3.0 and PDF, and results in a common structured format. The Documentation includes an overview of the data that the Customer can export.
14.2 The Customer can notify Examplary in writing that it wants to switch to another provider or to its own environment. A notice period of no more than two months applies. Examplary then cooperates in good faith with the switch, which it completes within thirty calendar days.
14.3 If completion within thirty calendar days is technically not feasible, Examplary informs the Customer of this within fourteen working days of the request, stating its reasons. It then gives an alternative period of no more than seven months.
14.4 The Agreement ends as soon as the switch has been completed. If that happens before the end of the current contract period, the Customer remains liable for the fees for the remaining period.
14.5 After the end of the Agreement, or after the switch has been completed, the Customer can still retrieve its Customer Data for at least thirty calendar days. Examplary then deletes all Customer Data in accordance with the Data Processing Agreement, taking into account the backup retention period in the SLA. Examplary confirms the deletion in writing on request.
14.6 Examplary does not charge for the export of Customer Data or for its cooperation with a switch.
Article 15 – Confidentiality
15.1 The parties keep the other party’s Confidential Information secret and only use it to perform the Agreement. They protect that information at least as well as their own confidential information, and in any event to a reasonable standard.
15.2 The parties also impose this obligation on their staff and on third parties they engage to perform the Agreement.
15.3 The duty of confidentiality does not apply to information that:
- a. is or becomes public without the receiving party breaching confidentiality;
- b. the receiving party already lawfully had before the other party provided it;
- c. the receiving party lawfully obtains from a third party without a duty of confidentiality;
- d. the receiving party has developed independently.
15.4 If a party is required by law or a court decision to disclose Confidential Information, it informs the other party in advance, to the extent that this is permitted. The Customer may make the Agreement public to the extent that it is legally required to do so, for example under the Dutch Open Government Act (Wet open overheid). It then consults Examplary in advance about commercially sensitive information.
15.5 The arrangements in the Data Processing Agreement also apply to personal data.
15.6 The duty of confidentiality continues after the end of the Agreement.
Article 16 – Liability
16.1 Examplary’s total liability for damage arising from or related to the Agreement, on any legal basis, is limited per calendar year. The maximum is the amount of recurring fees (excluding VAT) paid by the Customer in the twelve months before the event causing the damage, up to a maximum of €50,000. One-off fees are not included.
16.2 Examplary is only liable for direct damage. Direct damage only includes:
- a. damage to property;
- b. reasonable costs to determine the cause and extent of the damage;
- c. reasonable costs incurred by the Customer to have Examplary still perform the Agreement correctly;
- d. reasonable costs to prevent or limit damage, including costs to limit the consequences of a data breach;
- e. reasonable costs to restore lost Customer Data from available backups.
16.3 Examplary is not liable for indirect damage, including consequential damage, loss of profit, lost savings, reputational damage and damage caused by disruption of business operations or education. Nor is Examplary liable for damage caused by decisions based on Output without human review, contrary to article 6.2.
16.4 For failure to meet the availability set out in the SLA, the service credits in the SLA are the only compensation.
16.5 The limitations in this article do not apply:
- a. in the event of intent or deliberate recklessness on the part of Examplary’s management;
- b. in the event of death or personal injury;
- c. to the extent that article 13(2) of the Data Processing Agreement excludes reliance on a limitation of liability.
16.6 Examplary is only liable for a failure to perform if the Customer gives Examplary immediate written notice of default, with a reasonable period to remedy the failure, and Examplary still fails to perform after that period. The notice of default describes the failure as precisely as possible.
16.7 A claim for damages lapses if the Customer has not reported the damage to Examplary in writing within twelve months. That period starts as soon as the Customer became aware, or could reasonably have become aware, of the damage.
Article 17 – Force majeure
17.1 A party does not have to perform an obligation for as long as it is unable to do so due to force majeure. Force majeure includes outages of the internet or the electricity grid, cyberattacks that Examplary could not prevent with appropriate measures, war, government measures and failures by suppliers that Examplary could not reasonably foresee or prevent.
17.2 For calculating availability and service credits, outages in Examplary’s cloud infrastructure and at providers of AI models only count as force majeure to the extent that the SLA provides for this.
17.3 A party’s liquidity problems do not count as force majeure.
17.4 If the force majeure lasts longer than sixty days, either party may rescind the Agreement in writing. In that case, Examplary refunds prepaid fees for the period after the end pro rata. Otherwise, neither party owes any compensation.
Article 18 – Changes to these Terms
18.1 Examplary may change these Terms. It announces a change in writing at least thirty days before it takes effect.
18.2 If a change is materially detrimental to the Customer, the Customer may terminate the Agreement with effect from the date on which the change takes effect. Examplary then refunds prepaid fees for the period after that date pro rata.
18.3 Examplary may make changes that are required by laws or regulations, or that are not detrimental to the Customer, without the Customer gaining a right to terminate.
18.4 The Licence Agreement can only be changed with the consent of both parties. Changes to the Data Processing Agreement are governed by the Data Processing Agreement itself.
Article 19 – Miscellaneous
19.1 Examplary may engage third parties to perform the Agreement. Articles 7:404, 7:407(2) and 7:409 of the Dutch Civil Code do not apply.
19.2 The Customer may only transfer its rights and obligations under the Agreement with Examplary’s written consent. That consent is not required for a transfer to a legal successor as a result of a merger or demerger of the school’s competent authority (bevoegd gezag). The Customer does notify Examplary of such a transfer as soon as possible.
19.3 Examplary may transfer the Agreement to a group company or to a third party that takes over all or part of Examplary’s activities. Examplary informs the Customer of this in advance.
19.4 If a provision of the Agreement is void or annulled, the other provisions remain in force. The parties then replace that provision with a valid provision that comes as close as possible to the purpose of the original provision.
19.5 “In writing” includes communication by email and online acceptance, provided that the identity of the sender and the integrity of the content are sufficiently established.
19.6 Examplary’s records and log files serve as evidence, subject to evidence to the contrary from the Customer.
19.7 If there are differences between the Dutch text of the Agreement and a translation, the Dutch text prevails.
Article 20 – Governing law and disputes
20.1 The Agreement is governed by Dutch law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
20.2 The parties first try to resolve a dispute through consultation. If the contact persons cannot resolve it, the parties’ boards or management discuss the dispute.
20.3 Disputes that the parties do not resolve through consultation are submitted to the competent court of the District Court of Gelderland (Rechtbank Gelderland). This does not affect the parties’ right to seek interim relief.