Educa.Pro General Terms and Conditions

These General Terms and Conditions (the «Terms») govern access to and use of the SaaS solutions offered by the entities comprising Educa EdTech Group, a business group specialising in technology and corporate learning solutions.

In order to ensure coordinated management and the efficient delivery of the services offered, Educa EdTech Group comprises various entities that develop and manage the group’s different technological tools and platforms. These include Educa.Pro, as an AI-powered corporate learning platform, and Educa PHAROS, along with any other solutions that can be integrated into the group.

Unless expressly stated otherwise, each service will be provided by the organisation that owns the relevant tool, and that organisation shall be responsible for the contractual relationship arising from the use of the service and for the obligations associated with it.

For the purposes of these Terms, the tool Educa.Pro is provided by Educa Corporate Learning B.V., with its registered office at Weteringschans 165 C, (1017 XD) Amsterdam, the Netherlands, and registered with the Dutch Chamber of Commerce under number 87142120, hereinafter referred to as «Educa».

The Educa EdTech Group comprises, amongst others, the following entities responsible for the group’s technological solutions:

Tool	Company	Tax Identification Number/Registration No.	Address
Educa.Pro	Educa Corporate Learning B.V.	Dutch Chamber of Commerce No. 87142120	Weteringschans 165 C, 1017 XD, Amsterdam, Netherlands
Educa PHAROS	Comprehensive Training and Management Solutions – Structuralia S.A.U.	B82914417	29 Calle Agustín de Foxá, 4th Floor, Flat B, 28036, Chamartín (Madrid)

These Terms specifically govern access to and use of the platform Educa.Pro, without prejudice to the fact that other tools belonging to the Educa EdTech Group may have their own specific terms and conditions of use.

1. DEFINITIONS

1.1 In these Terms and Conditions, capitalised terms not otherwise defined shall have the following meanings:

1.1.1 Affiliate(s): means an entity that (directly or indirectly) controls, is controlled by, or is under common control with the relevant entity, such as, but not limited to, executives, directors, major shareholders, subsidiaries, parent companies and/or sister companies;
1.1.2 Analytical data: data (aggregated, non-personal) relating to the use of the Service, which may be used, for example, to improve the Customer’s user and learning experience and to enhance and refine the underlying algorithms to improve the Service’s performance.
1.1.3 Business Day: any working day (Monday to Friday) that is not a public holiday in Spain;
1.1.4 Opening hours: between 09:00 and 17:00 CET on a Business Day;
1.1.5 Customer: refers to a legal entity or natural person, in the course of carrying out a business or professional activity, who is interested in the Service and/or has taken out a Subscription with Educa;
1.1.6 Customer details: refers to all data, work and materials uploaded or transmitted to the Service by the Customer or generated as a result of the Customer’s use of the Service, excluding Analytical Data and server log files;
1.1.7 Confidential Information: This refers to any and all information, materials or data (whether in writing, orally or electronically) directly or indirectly relating to Educa and/or the Service, including, without limitation, reports, analyses, forecasts, methods, methodologies, designs, drawings, Intellectual Property, algorithms, software, codes (including source codes), computer programmes, proposals, presentations, technical or commercial information, financial statements, business plans, marketing and sales plans, existing and new business ideas, customer information, processes, formulas or specifications, and/or any other information marked as «confidential», «secret» or with a similar designation indicating its confidential nature;
1.1.8 Credentials: refers to usernames, passwords and other credentials that allow access to the Service;
1.1.9 Force Majeure: means an event, or a series of related events, that is beyond Educa’s reasonable control, including but not limited to: (i) failures of the Internet or of any public telecommunications or computer network; (ii) hacker attacks, denial-of-service attacks, (ii) hacker attacks, denial-of-service attacks, virus attacks or other attacks or infections by malicious software, (iii) power cuts, industrial disputes affecting third parties, (iv) government measures, boycotts or changes in legislation, (v) wars, disasters, explosions, fires, floods, riots, pandemics and/or terrorist attacks;
1.1.10 Freemium subscription: refers to the limited, free subscription referred to as such on the Educa website;
1.1.11 GDPR: means the General Data Protection Regulation (Regulation (EU) 2016/679);
1.1.12 Intellectual property: refers to each and every intellectual property right, whether registered or unregistered, such as, but not limited to, patent rights, copyright (including rights in source code and object code), database rights, design rights, utility model rights, trade marks, trade names and business names, and all associated goodwill, rights in know-how and trade secrets, or rights relating thereto;
1.1.13 Service: refers to Educa.Pro®, the AI-powered corporate learning tool provided by Educa to the Customer «as a service» in accordance with these Terms and Conditions;
1.1.14 Subscription: refers to the Freemium or Subscription Service model adopted by a Customer following Educa’s acceptance of a Subscription Application.
1.1.15 Subscription Application: means a Subscription application submitted by a Customer to Educa.
1.1.16 Subscription type: refers to the type of subscription relating to the provision of the Service and subject to the payment of a monthly subscription fee, as detailed on the Educa website;
1.1.17 Attendance: refers to assistance relating to the use of the Service and the identification and resolution of errors within it, but does not include the provision of consultancy services;

1.2 Unless the context indicates otherwise, terms defined in the singular also include the plural, and vice versa.

2. GENERAL

2.1 These Terms apply to all offers and quotations from Educa, as well as to the provision and availability of the Service to the Customer, in relation to the type of subscription taken out.

By submitting a Subscription Application, either via the website or by email, or by accepting an offer, the Customer agrees to and accepts these Terms and Conditions.

These Terms and Conditions and any Subscription Application accepted by Educa (including the terms and conditions applicable to such acceptance) shall constitute the entire agreement between Educa and the Customer in relation to the use of and access to the Service and shall supersede all previous oral or written agreements between the Customer and Educa (to the extent that they are applicable).

2.2 The applicability of any terms and conditions of purchase or any other general terms and conditions of the Customer is expressly rejected. Any additions to or deviations from these Terms and Conditions shall only apply if and where agreed in writing between Educa and the Customer.

2.3 If any provision of these Terms is declared invalid or unenforceable for any reason, the enforceability of the remaining provisions of these Terms shall not be affected thereby. In such a case, Educa shall replace the invalid provision with a valid and enforceable provision that reflects the intention of the original provision.

2.4 Educa is entitled to unilaterally amend the Terms and Conditions at any time, whereupon the Terms and Conditions shall apply in their amended form to each and every subsequent offer, quotation or subscription, or to any subsequent activity relating to the Service, and/or to any other legal relationship arising thereafter.

Should the Customer not wish to accept the amended version of the Terms and Conditions, the Customer must immediately inform Educa of their objections in writing, in which case the Customer may continue their Subscription for the remainder of the Subscription period under the latest applicable version of the Terms and Conditions. Any renewal (whether automatic or express) of the Subscription following the end of the applicable subscription period shall be subject to the amended version of the Terms and Conditions.

2.5 These Terms have also been drawn up for the benefit of: (a) all companies with which Educa is affiliated within a group, or with which it has or has had a management or cooperation agreement, including their directors and shareholders; (b) all directors, (former) employees and third parties (as well as their heirs) who work or have worked in any capacity for Educa or have been affiliated with or employed by Educa; and (c) all third parties that Educa may engage in connection with the provision of the Service. These Terms apply as a third-party clause, as referred to in Book 6, Section 253 of the Dutch Civil Code, for the benefit of all persons and legal entities referred to in this clause. Consequently, they are entitled to rely on the relevant provisions of these Terms where the occasion arises.

3. SUBSCRIPTION

3.1 Once Educa has accepted the Customer’s Subscription Application, Educa shall provide the necessary tools to enable the Customer to access and use the Service, subject to the terms of the Subscription.

3.2 Any (delivery) date or deadline specified by Educa shall be set to the best of Educa’s knowledge and belief, based on the information available to it at that time. Such (delivery) dates or deadlines shall in all cases be target dates and shall not be binding on Educa in any way.

3.3 Following acceptance of the Subscription Application, the Customer must:

3.3.1 activate your account
3.3.2 to grant Educa a perpetual, non-exclusive, worldwide and sub-licensable licence to store the Customer Data and any files or content uploaded, to the extent reasonably necessary for the performance of the Service and/or Educa’s obligations under these Terms, including the right to sub-license these rights to any hosting, connectivity and telecommunications service provider (as applicable).

3.4 The Customer shall be solely responsible for ensuring that the minimum software or (auxiliary) system required to achieve interoperability with the Service is in place or installed. Educa does not guarantee or represent that the Service is compatible with any other software or system.

3.5 The Customer – explicitly including its Affiliates – is only entitled to apply for a Freemium Subscription once. Any subsequent application for a Freemium Subscription may be rejected at Educa’s sole discretion.

4. FEES AND PAYMENTS

4.1 The Customer shall pay the fee applicable to the Subscription Type taken out and any other applicable charges invoiced («Fees«).

4.2 All Rates are exclusive of value added tax (VAT) and other taxes levied or to be levied by the government, unless Educa expressly states otherwise. All Fees are payable in the currency shown as applicable to the Customer, unless Educa expressly states otherwise.

4.3 Fees are payable monthly, in advance, and may be paid by direct debit or credit card, or as otherwise specified. The Client shall not be entitled to withhold any payment or to set off any amounts due.

4.4 Unless otherwise expressly stated or agreed, Educa’s invoices shall be due and payable within fourteen (14) days of the invoice date.

4.5 With regard to the Fees owed by the Client, the relevant documents and data from Educa’s administration or systems shall constitute full proof, without prejudice to the Client’s right to provide evidence to the contrary.

4.6 In the event of an obligation to make periodic payments, Educa is entitled to adjust the applicable commissions and fees annually, subject to a maximum increase of 15%.

4.7 Should the Client fail to pay the Fees due (on time), the Client shall be liable to pay statutory commercial interest on the outstanding amount, without the need for a formal demand or notice of default. If the Client still fails to pay the amount due after receiving the demand for payment or notice of default, Educa may assign the claim, in which case the Client, in addition to the total amount owed at that time, shall also be obliged to pay all judicial and extrajudicial costs, including all (legal) costs incurred by third parties.

4.8 If the Customer fails to pay the Fees due (on time), Educa is also entitled to suspend or restrict the Customer’s access to the Service until the outstanding Fees have been paid in full or adequate security has been provided.

4.9 If the Client comprises more than one natural or legal person, or if the Service and/or other products or services provided by Educa are for the benefit of several natural and/or legal persons, each of these persons shall be jointly and severally liable for the payment of the Fees due.

5. USE OF THE SERVICE

5.1 The Customer shall not use the Service in any way that causes or is likely to cause damage to the Service or adversely affect the availability or accessibility of the Service.

5.2 Furthermore, the Customer represents and warrants that:

5.2.1 not to use the Service for any purpose other than your internal business use;
5.2.2 not to use the Service (or any part of it) for any illegal, fraudulent or unauthorised purposes;
5.2.3 comply with applicable laws and regulations (such as data protection legislation, amongst others) within its jurisdiction;
5.2.4 not to sub-licence, lease, (re)sell, rent, transfer, distribute, copy, modify, decompile or reverse-engineer the Service (or any part thereof);
5.2.5 not to carry out, or ask any other person or party to carry out, any load or penetration tests on the Service;
5.2.6 not to infringe or violate Educa’s intellectual property rights or the intellectual property rights of third parties;
5.2.7 not to upload or transmit viruses or any other type of malicious or destructive code;
5.2.8 do not engage in spamming, phishing, pharming, pretexting, spidering, crawling or scraping;
5.2.9 not to upload or transmit Customer Data that is discriminatory or unlawful, that breaches applicable laws and regulations, or that infringes the rights of third parties (intellectual property or privacy);
5.2.10 not to carry out any systematic or automated data scraping, mining, extraction or collection, or any other systematic or automated data collection activity, through the Service or in connection with it;
5.2.11 not to interfere with or circumvent the security functions of the Service (or any part thereof).

5.3 The Customer acknowledges and agrees that Educa reserves the right to remove any information or content which, in Educa’s sole discretion, is deemed to breach these Terms and Conditions, and in particular the warranties and prohibited uses as set out in clause 5.2. Educa is also entitled to immediately terminate the Customer’s access to and use of the Service in the event of such a breach.

5.4 Educa reserves the right to modify (including, but not limited to, adding or removing features), suspend or terminate the Service or any part thereof, for any reason, without prior notice and at any time. Educa shall not be held liable for any loss or damage suffered by the Customer or by third parties as a result of such modification, suspension or termination.

5.5 Unless otherwise agreed in writing, the Client is responsible for the management of the Service – including the monitoring of settings – and its use (including by end-users), as well as for how the results and insights from the Service are interpreted and utilised. The Client is also responsible for the training and use of the Service by end users, regardless of whether those end users have a relationship of authority with the Client.

5.6 Educa has no control over, and shall not be liable for: (a) the uploading, transmission and/or sharing of Customer Data or any other content uploaded or shared; (b) the verification and validation of Customer Data or any other content uploaded or shared; (c) the verification and validation of the (data) results, insights, findings and visualisations arising from the use of the Service. The Customer agrees to indemnify and hold Educa harmless from any claims, demands, damages or costs, including reasonable legal fees, arising from (damages) claims or liabilities arising from the actions referred to in (a), (b) or (c) of this clause.

5.7 The Customer acknowledges and agrees that Analytical Data may be used and shared with Affiliates and trusted third parties, in accordance with Educa’s privacy policy.

6. WARRANTIES

6.1 Although Educa undertakes to provide and maintain the Service with the utmost reasonable care, the accuracy and completeness of the features and data contained within the Service cannot be guaranteed. The Service is provided «AS IS» and «AS AVAILABLE». The Customer acknowledges that complex software is never entirely free from defects, errors, security vulnerabilities or bugs. Educa does not guarantee that the Service will operate at all times without errors or interruptions, nor that it will be entirely free from defects, errors and faults; Educa only guarantees the quality, functionality and availability of the Service to the extent that Educa explicitly guarantees this in writing.

6.2 Where appropriate for the proper provision of the Support or additional services, Educa reserves the right to engage Affiliates or third parties to carry out (part of) the Support or other services, all at Educa’s discretion. In this regard, the applicability of Articles 7:404, 7:407(2) and 7:409 of the Dutch Civil Code is expressly excluded.

6.3 Educa shall use commercially reasonable efforts to ensure that the Service is available 24 hours a day, 7 days a week, except during periods of planned or unplanned downtime. Educa shall use commercially reasonable efforts to notify the Customer of any downtime in advance, where possible. For the avoidance of doubt, downtime caused directly or indirectly by (i) an event of Force Majeure, (ii) a failure in the Customer’s IT systems or networks, (iii) any breach by the Customer of these Terms, (iv) any scheduled maintenance in accordance with these Terms or a service level agreement (as applicable), or (v) maintenance, downtime or issues with the selected public cloud provider on which the Service runs, shall not be deemed a breach of this Agreement.

6.4 Educa may, at any time, suspend or (temporarily) restrict the use or availability of the Service or any part thereof, to the extent necessary to carry out maintenance work or to implement updates, improvements or new versions of the Service or its features. Educa undertakes to use commercially reasonable efforts to inform the Customer of such suspensions in advance, where possible. The (temporary) suspension or restriction of the Service or any part thereof shall not give rise to any right on the part of the Customer to compensation or a refund of the Fee(s) from Educa.

6.5 Educa will respond to duly justified support requests within a reasonable timeframe, depending on their severity and impact. Educa cannot guarantee the accuracy, completeness or timeliness of responses in relation to the support provided. Unless otherwise agreed in writing, Support will only be provided on Working Days and during Working Hours.

6.6. Please note that EDUCA.PRO may be regarded as a supplementary tool, made available for use by partner organisations in whom we have complete confidence, with the aim of improving the provision of the contracted services, whilst ensuring the security and confidentiality of your data at all times.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 All intellectual property rights in and relating to the Service shall vest exclusively in Educa or its licensors. The Customer shall only acquire those rights of use that are expressly granted in and in accordance with these Terms and Conditions.

7.2 All rights of use granted to the Customer under the Subscription shall be non-exclusive, non-transferable, non-sublicensable and granted solely for internal business use, until such time as the Customer or Educa terminates them in accordance with these Terms and Conditions.

7.3 All rights of use granted to the Customer shall be subject to the condition that the Customer has paid in full all applicable Fees in respect of the Subscription. Where a recurring payment obligation applies, the Customer shall be entitled to the right of use for as long as they continue to meet this recurring payment obligation.

7.4 The Customer is prohibited from removing or altering any intellectual property rights or confidentiality notices or credits from the Service, websites, data files, documentation or materials disclosed by Educa.

7.5 The Customer acknowledges and agrees that, once the subscription application has been submitted and these terms and conditions have been accepted, Educa.Pro shall be authorised to use the Customer’s name, logo and use case for marketing and advertising purposes.

8. CONFIDENTIAL INFORMATION

8.1 Without prejudice to any applicable non-disclosure agreement, all Confidential Information received shall be kept confidential and shall not be disclosed or used except to the extent that such disclosure or use is reasonably necessary to fulfil any of the obligations arising from these Terms, or as expressly permitted in these Terms.

8.2 The confidentiality provisions of this clause shall not apply to the disclosure of information which:

8.2.1 is or has been available to the public without breaching any confidentiality provisions;
8.2.2 has been developed or is subsequently developed without using, either directly or indirectly, the Confidential Information, or is obtained from independent sources not subject to any duty of confidentiality;
8.2.3 where required by any court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body.

8.3 The burden of proof for invoking one of the exclusions set out in clause 8.2 lies with the Client invoking that exclusion.

8.4 Upon termination of the Subscription, regardless of the reason for such termination, any Confidential Information shall be destroyed without retaining any copies thereof, unless statutory provisions (for example, financial administration) require a longer retention period, in which case the Client must continue to comply with the applicable security and confidentiality measures.

9. DATA PROTECTION

9.1 For the purpose of maintaining the Service and providing support or additional services, Educa may have access to personal data – within the meaning of the GDPR – relating to the Customer, its employees and/or the Customer’s clients. Where Educa processes such personal data on behalf of the Customer, Educa shall be classified as a «processor» and the Customer as a «controller».

9.2 If no separate data processing agreement is entered into between Educa and the Client, the provisions of this clause shall constitute the data processing agreement in accordance with Article 28(3) of the GDPR:

9.2.1 Educa will process personal data solely on the instructions of and on behalf of the Client. Educa will not use personal data for its own purposes unless it has a legitimate basis for such processing, for example, the data subject’s consent.
9.2.2 The Client warrants that the instructions and related processing activities under this DPA are not unlawful and shall indemnify Educa against any claims by third parties (including data subjects and data protection authorities) arising out of or in connection with a breach of this warranty.
9.2.3 Educa is entitled to appoint third parties (for example, sub-processors) to process personal data pursuant to this agreement; Educa’s obligations under this clause shall apply to such sub-processors.
9.2.4 To the extent that it is legally required and reasonably possible, Educa will assist the Client in carrying out data protection impact assessments (DPIAs) and/or responding to data subjects’ requests. Educa may charge the Client for the reasonable costs of such assistance.
9.2.5 Educa will process personal data in countries within the European Economic Area (EEA). Educa may transfer personal data to a country outside the EEA, provided that the legal requirements for such a transfer are met.
9.2.6 Educa shall adopt appropriate technical and organisational measures to protect personal data against loss or any form of unlawful processing (such as unauthorised access, alteration or disclosure of personal data), taking into account the state of the art and the costs of implementation in relation to the risks and the nature of the personal data to be protected; the Customer has confirmed that Educa has implemented the necessary security measures, taking into account the risks and the nature of the personal data.
9.2.7 In the event of a data breach by Educa or any sub-processor, Educa shall notify the Client of the data breach without delay upon becoming aware of it, including all relevant details relating to the breach. The Client shall at all times be responsible for notifying the relevant data protection authority and/or the data subject(s) of any data breach.
9.2.8 The Client shall be entitled, no more than once per calendar year and subject to prior notification to Educa, to have an audit carried out – at its own expense – by an independent IT auditor who shall be bound by a duty of confidentiality, in order to verify Educa’s compliance with this clause, specifically with regard to the security measures. The Customer shall ensure that such an audit is carried out in a manner that causes the least possible disruption to Educa’s normal business operations.

10. TERM AND TERMINATION

10.1 A paid Subscription Type (other than the Freemium Subscription) is entered into for an initial term of twelve (12) months, unless explicitly agreed otherwise. Upon expiry of the initial term, the Subscription Type (other than the Freemium Subscription) shall be automatically renewed for subsequent periods of twelve (12) months each, unless such Subscription Type is duly and timely terminated in accordance with these Terms.

10.2 The initial term of a Freemium Subscription is thirty (30) days. Once the initial term has expired, the Freemium Subscription will automatically convert to a paid Subscription Type (as detailed on the Educa website), unless the Customer notifies Educa in good time of their wish to cancel the Subscription Type or to change the Subscription Type. Before the Freemium Subscription expires, the Customer will receive a notification regarding the switch to a paid Subscription Type. If the Customer chooses not to switch to a paid Subscription Type, the Service will be terminated upon expiry of the Freemium Subscription and all the Customer’s Data will be irrevocably deleted and erased.

10.3 Each Subscription Type (except the Freemium Subscription) may be terminated at the convenience of either the Customer or Educa in writing, subject to the payment of a notice period of at least one (1) month prior to the end of the initial term or the twelve (12)-month renewal term applicable at that time.

10.4 The Customer may, at any time during the Subscription, request an «upgrade» to their Subscription Type by notifying Educa. An upgrade to the Subscription Type may result in access to more educational and learning materials and resources, additional features or further services, as detailed on the Educa website. In the event of a Subscription Tier upgrade, the term of the relevant Subscription Tier will not change; only the Fee payable by the Customer under, and applicable to, the upgraded Subscription Tier as at the date of the upgrade will change.

10.5 Educa also has the right to terminate a Subscription with the Customer with immediate effect and without incurring any liability, by giving notice to the Customer, in the event that:

10.5.1 the Customer has been declared bankrupt, or declares itself bankrupt;
10.5.2 the Customer is granted a (provisional) suspension of payment or requests a suspension of payment;
10.5.3 the Client is, or becomes, unable to pay its Fees or other debts as they fall due;
10.5.4 the Client ceases all (or substantially all) of its business operations.

10.6 Upon termination of a Subscription, for whatever reason, the Customer’s right to use the Service shall cease immediately and the Credentials may be revoked. Unless otherwise provided for in these Terms and Conditions, the Customer shall not be entitled to any refund of Fees, whether pro-rated or otherwise, and any Fees outstanding on the effective date of such termination shall become immediately due and payable in full.

11. LIMITATION OF LIABILITY

11.1 Educa’s total liability for any attributable failure in the provision of the Service or for any other reason, including, without limitation, any obligation to pay compensation, shall be limited solely to compensation for direct losses and shall not exceed the total Fees (excluding VAT) received by Educa from the Client in the six (6) months prior to the occurrence of the loss. Furthermore, Educa’s liability shall in all cases be limited to the amount actually paid out by the third-party liability insurance policy as a result of the claim in question.

11.2 Educa shall not be liable for any indirect losses or damages, including, but not limited to, consequential losses or damages, loss of profit, loss of revenue, loss of savings, reduction in goodwill, loss or damage due to business stagnation or interruption, loss or damage arising from claims by the Customer’s clients, and loss or damage in connection with the use of the Service and third-party materials or software. Educa shall also not be liable for any damage to, destruction of or loss of data, or for the (temporary) unavailability of the Service due to maintenance carried out by Educa.

11.3 The exclusions and limitations referred to in clauses 11.1 to 11.2 shall not apply if, and to the extent that, the damage or loss results from a deliberate act or gross negligence on the part of Educa’s management.

11.4 Educa shall not be obliged to fulfil any obligation arising from these Terms and Conditions if Educa is prevented from doing so by force majeure. Educa shall at no time be liable for any damages or costs incurred by the Customer or by third parties as a result of force majeure.

11.5 Unless performance by Educa is permanently impossible, Educa shall only be deemed to be in breach of a breach attributable to it after it has been notified in writing of the breach, thereby granting Educa a reasonable period of at least thirty (30) days to remedy the breach. The notice of breach must contain a full and detailed description of the breach, in order to ensure that Educa has the opportunity to respond appropriately.

11.6 The condition for bringing any claim for damages is that the Customer must notify Educa of the damage in writing as soon as possible and, in any event, no later than 10 (ten) days after the damage occurred. Claims for damages against Educa shall in all cases be time-barred upon the expiry of six (6) months from the date on which the damage occurred, unless the Customer has filed a statement of claim for such damages with the competent court before the last day of that six (6)-month period.

11.7 The Customer shall indemnify Educa against all claims, suits, damages, losses and costs (including legal costs (solicitors’ fees)) brought by third parties arising out of or in any way relating to:

11.7.1 a breach of these Terms by an end user within the Client’s organisation;
11.7.2 misuse of the Service by an end user within the Client’s organisation;
11.7.3 a breach by an end user within the Client’s organisation of any law, regulation or third-party rights.

12. GOVERNING LAW AND DISPUTES

12.1 These Terms and Conditions shall be governed exclusively by the laws of the Netherlands. The applicability of the 1980 Convention on Contracts for the International Sale of Goods is expressly excluded.

12.2 Any dispute that may arise between Educa and the Customer arising out of or in connection with these Terms and Conditions, and which cannot be resolved amicably, shall be brought exclusively before the competent court in Amsterdam, the Netherlands.