Version 1.2 · Last updated: 24 July 2026
This is a translation; in case of differences the Dutch version prevails.
1.1 General terms and conditions of delivery: these general terms and conditions of delivery of TestWisely, which apply to all Agreements.
1.2 Customer: the legal entity or natural person with whom TestWisely enters into an Agreement for the delivery of Products and/or Services, including Educational Institutions.
1.3 TestWisely: the private limited company TestWisely B.V., registered with the Chamber of Commerce (Kamer van Koophandel) under number 42133647, established at Bolstoen 11-N in (1046 AS) Amsterdam.
1.4 Third Parties: suppliers of TestWisely, including subprocessors within the meaning of the General Data Protection Regulation (GDPR; in Dutch: AVG), with whom TestWisely enters into an agreement.
1.5 Services: services to be performed by TestWisely, which have been specified in more detail and laid down in writing, including but not limited to implementation support, training and custom work.
1.6 Terms of Use: the document in which TestWisely has determined what a User of its Products may and may not do with a Product and which is made available to the User prior to the Product being taken into use.
1.7 User: a person who, on the basis of an Agreement between TestWisely and the Educational Institution, has access to the Platform, including teachers, care coordinators (zorgcoördinatoren), school administrators and students.
1.8 Educational Institution: a school for primary, secondary, special or secondary vocational education that has concluded an Agreement with TestWisely.
1.9 Agreement: the joint decision of TestWisely and Customer to enter into a legal relationship in which TestWisely undertakes, with the provisions included in these terms and conditions applying, to deliver certain Products and/or Services against a payment to be made by the Customer.
1.10 Parties: TestWisely and Customer jointly.
1.11 Platform: the web application of TestWisely, accessible via testwisely.nl, with which an Educational Institution can create, manage and administer tests and report, analyse and archive the results.
1.12 Products: all products developed by or on behalf of TestWisely, including the Platform, the test-taking applications (TestWiselySecure for Windows and the TestWisely app for iPad), and all other products issued under the name TestWisely.
1.13 TestWiselySecure: the secure test-taking applications of TestWisely, consisting of a Windows application and an iPad application with Automatic Assessment Configuration (AAC), which provide a locked-down test environment.
1.14 Test Content: all questions, answer models, rubrics and compiled tests created in the Platform by Users of the Educational Institution. Test Content remains the property of the Educational Institution at all times.
1.15 TestWisely AI: the automated service of TestWisely by which test questions can be generated and students' answers to open questions are provided with a provisional assessment and feedback by means of artificial intelligence, in support of the teacher.
1.16 Data Processing Agreement: the agreement between TestWisely and the Educational Institution in which arrangements have been laid down regarding the processing of personal data, based on the Edu-V Model Data Processing Agreement (Model Verwerkersovereenkomst) version 4.1 (or the most recent version).
1.17 PIN code mode: the mode in which students take part in a test via a one-time code without a personal TestWisely account.
1.18 Account mode: the mode in which Users have access to the Platform via a personal account (including via Kennisnet Entree Federatie).
2.1 Additions to or deviations from these General terms and conditions of delivery must be agreed in writing; these additions and deviations apply only to the Agreement for which they were made.
2.2 TestWisely may amend these General terms and conditions of delivery unilaterally. Amendments take effect thirty (30) days after they have been announced to Customer and apply to all new Agreements to be concluded between Parties and to all current Agreements between Parties, insofar as these are performed after the day of the announcement. If Customer does not agree to the amendments, it has the right to terminate the Agreement as of the end of the current contract period.
2.3 The rights and obligations arising from an Agreement between Parties may only be transferred by the Customer to a third party with the written consent of TestWisely.
2.4 If one or more provisions in these General terms and conditions of delivery are wholly or partially null and void or are annulled, the remaining provisions continue to apply in full. Parties will consult with each other in order to agree on new provisions to replace them, taking into account the purpose and intent of the original provision as much as possible.
2.5 Any purchasing or other terms and conditions of Customer expressly do not apply, unless TestWisely has accepted them in writing. Exception: if Customer is an Educational Institution that participates in the purchasing collective SIVON or a comparable public purchasing agreement, and specific terms and conditions apply for that purpose, Parties will consult with each other.
3.1 All quotations and offers from TestWisely are without obligation, unless it is expressly stated that it concerns a binding offer.
3.2 Quotations and offers issued by TestWisely are valid for thirty (30) days, unless the quotation or offer states a different period.
3.3 Customer guarantees the accuracy and completeness of the requirements, specifications of the performance and other data provided by or on behalf of it to TestWisely on which TestWisely bases its quotation. These include, among other things: the number of students, the number of teachers, the intended use and the desired integrations.
3.4 The price consists of a fixed base fee per Educational Institution per year and a fee per enrolled student per year. The number of enrolled students is determined at the start of the school year. The amount of these fees is determined per Agreement on the basis of a quotation issued by TestWisely and accepted by Customer. The prices stated in a quotation are exclusive of VAT.
3.5 During the term of the Agreement, TestWisely reserves the right to index the price annually in accordance with the CBS (Statistics Netherlands) price index for business services.
3.6 In addition to the annual indexation referred to in article 3.5, TestWisely reserves the right to adjust the price due to unforeseen situations — including external circumstances that increase costs. In the event of a price increase that amounts to more than fifteen percent (15%) in the year concerned, the Customer has the right to terminate the Agreement in writing within one (1) week of the announcement, with effect from the date on which the price change would take effect.
4.1 An Agreement is only concluded when it has been accepted by TestWisely in writing, including by email.
4.2 TestWisely will give the Educational Institution access to the Platform within five (5) working days after the Agreement has been entered into, subject to implementation periods agreed in advance for custom work or integrations.
4.3 TestWisely has the right to have certain work performed by Third Parties. The applicability of articles 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code (BW) is expressly excluded. Article 11 applies to the engagement of subprocessors within the meaning of the GDPR.
4.4 Customer is obliged to provide TestWisely in good time with all information of which it knows or ought to know that it is necessary for the performance of the assignment.
4.5 TestWisely is entitled to perform the Agreement in phases and to invoice the part performed separately.
5.1 The payment term is a strict deadline (fatale termijn). If no payment term has been included in the quotation or Agreement, a payment term of thirty (30) days from the invoice date applies.
5.2 If Customer has not paid within the payment term, it is in default by operation of law. Customer then owes extrajudicial collection costs in accordance with the Dutch Collection Costs Act (Wet Incassokosten, WIK), as compensation for the actual costs that TestWisely must incur to proceed with collection. TestWisely does not charge interest on late payments.
5.3 TestWisely has the right to apply the payments made by Customer first towards settlement of the collection costs and then towards settlement of the principal sum.
5.4 Customer is not entitled to suspend any payment obligation or to invoke set-off.
5.5 In the event of late payment of more than sixty (60) days after the invoice date, TestWisely is entitled to suspend access to the Platform, after a prior written reminder with a remedy period of fourteen (14) days.
6.1 Both Parties are obliged to keep confidential all confidential information that they have obtained from each other in the context of the Agreement. Information is deemed confidential if this has been communicated by the other party or if this follows from the nature of the information.
6.2 What is stated in article 6.1 does not apply to information that:
6.3 The confidentiality obligation remains in force until five (5) years after termination of the Agreement.
7.1 TestWisely is not liable for damage of any nature whatsoever arising because it relied on incorrect or incomplete data provided by or on behalf of Customer.
7.2 The total liability of TestWisely for an attributable failure in the performance of the Agreement is limited to compensation of direct damage up to a maximum of the amount of the fees paid by Customer for the Agreement over the twelve (12) months preceding the event causing the damage.
7.3 Liability for indirect damage is excluded, including but not limited to consequential damage, lost profits, missed savings, reduced goodwill, damage due to business interruption, and loss, mutilation or destruction of data.
7.4 The exclusions and limitations in this article lapse if and insofar as the damage is the result of intent or deliberate recklessness on the part of TestWisely or its management.
7.5 For liability in connection with the processing of personal data, the provisions of the Data Processing Agreement apply in addition. In the event of conflict between these General terms and conditions of delivery and the Data Processing Agreement, the Data Processing Agreement prevails.
7.6 All rights of action and other powers, on whatever grounds, that Customer has against TestWisely must have been received by TestWisely in writing within twelve (12) months of the moment at which Customer became aware or could reasonably have become aware of them, failing which they lapse.
7.7 Customer indemnifies TestWisely against claims of Third Parties who suffer damage in connection with the performance of the assignment, insofar as this damage cannot be attributed to TestWisely.
8.1 Platform and Products: all intellectual property rights to the Platform, the Products, the software, the documentation and all other works developed by TestWisely are vested exclusively in TestWisely. Nothing in the Agreement constitutes a transfer of these rights.
8.2 Test Content of the Educational Institution: all intellectual property rights to the Test Content created in the Platform by Users of the Educational Institution (questions, answer models, rubrics, compiled tests) are vested exclusively in the Educational Institution, or in the User if and insofar as applicable.
8.3 The Educational Institution grants TestWisely a non-exclusive, non-transferable, free licence to process, store, display and edit the Test Content, solely insofar as necessary for providing the Services and for the functioning of the Platform.
8.4 Customer guarantees that it will respect the intellectual property rights of Third Parties when using the Platform and indemnifies TestWisely against claims of Third Parties in connection with any (alleged) infringement thereof by Customer or its Users.
8.5 TestWisely has the right to use the anonymised insights and lessons learned gained in the performance of the Agreement for improvement of the Platform, provided that no traceable data of Customer or its Users can be derived from them.
9.1 TestWisely makes every effort to achieve a high level of availability of the Platform.
9.2 Planned maintenance is announced as early as possible via email or the Platform.
9.3 In the event of unplanned maintenance or incidents, TestWisely will inform the Customer as soon as possible.
9.4 TestWisely can be reached for support via info@testwisely.nl.
10.1 TestWisely AI: TestWisely AI provides automated provisional assessments and feedback in support of the teacher. The teacher remains ultimately responsible at all times for the final assessment of tests and the awarding of grades.
10.2 TestWisely makes every effort to perform TestWisely AI carefully and reliably, but gives no guarantees as to the accuracy, completeness or suitability of the generated assessments for specific purposes.
10.3 The teacher is obliged to review assessments generated by TestWisely AI before these are established as final grades and communicated to students, parents or other stakeholders.
10.4 TestWisely is not liable for consequences arising from adopting assessments generated by TestWisely AI without review.
10.5 Secure test-taking: TestWiselySecure (Windows) and the iPad application with AAC provide a locked-down test environment to make cheating more difficult. TestWisely makes every effort to keep this security at a high level, but does not guarantee one hundred percent prevention of cheating. The Educational Institution remains responsible for appropriate invigilation of tests and the design of the test protocol.
11.1 Insofar as personal data are processed in the performance of the Agreement, the Data Processing Agreement (based on the Edu-V Model Data Processing Agreement 4.1) that Parties conclude separately applies in addition to these General terms and conditions of delivery. This Data Processing Agreement forms an integral part of the Agreement.
11.2 In the event of conflict between the provisions of these General terms and conditions of delivery and the Data Processing Agreement, the Data Processing Agreement prevails.
11.3 TestWisely uses subprocessors for the performance of the Agreement. The current list of subprocessors is published at testwisely.nl/en/subprocessors and is included in the annex to the Data Processing Agreement.
11.4 TestWisely will inform Customer at least thirty (30) days in advance of intended changes to the subprocessors. Customer has the right to lodge a reasoned objection in writing within that period. In the event of a well-founded objection, Parties will seek a solution in consultation; if this is not successful, Customer has the right to terminate the Agreement prematurely.
11.5 TestWisely is working on participation in and certification within the Edu-V framework of agreements (afsprakenstelsel). Changes in the certification status are communicated via the website and email.
12.1 TestWisely is entitled to dissolve the Agreement if:
12.2 If the Agreement is dissolved, TestWisely's claims against Customer become immediately due and payable.
12.3 Upon termination of the Agreement, regardless of the reason, the Test Content of the Educational Institution is kept available for export by Customer for sixty (60) days. After that, it is erased or returned in accordance with the Data Processing Agreement.
13.1 All announcements, messages and contacts concerning the Agreement will be made by Customer via the contact person designated by TestWisely, or via info@testwisely.nl.
14.1 All legal relationships between TestWisely and Customer are governed exclusively by Dutch law. The applicability of the Vienna Sales Convention (CISG) is excluded.
14.2 Any disputes between Parties, arising from or related to these General terms and conditions of delivery, or offers, quotations and Agreements made under these terms and conditions, may in the first instance only be submitted to the competent court in Amsterdam. However, Parties will in all cases first attempt to reach an amicable solution to the dispute, in order to avoid legal proceedings.
The provisions included in this section apply in addition to the general provisions when TestWisely delivers Products.
15.1 TestWisely delivers digital Products (the Platform and the applications) via digital channels in the form of a right of use.
15.2 All rights to the Platform and the applications remain exclusively with TestWisely, in accordance with article 8.1.
15.3 TestWisely reserves the right to refuse the delivery of Products to Customers who do not meet the criteria for the target group (Educational Institutions in primary, secondary, special and secondary vocational education).
16.1 The content of the right of use for Customer is specified in these General terms and conditions of delivery and in any additional Terms of Use that apply as an integral part of the Agreement.
16.2 The right of use is non-transferable and non-exclusive, unless Parties have made different arrangements in writing.
16.3 Customer itself bears the responsibility for ensuring that its systems meet the minimum technical requirements for the use of the Platform and the applications (a recent browser and a stable internet connection).
16.4 Customer guarantees that its Users use the Platform solely for educational purposes and refrain from:
17.1 TestWisely provides no further warranty than as stated in the Agreement and/or the Terms of Use.
17.2 TestWisely makes every effort to remedy defects in the Platform that substantially impede its operation within a reasonable period.
The provisions included in this section apply in addition to the general provisions when TestWisely delivers Services (including implementation, training and custom work).
18.1 TestWisely will perform the Service to the best of its ability and judgement. All Services are performed on the basis of a best-efforts obligation.
18.2 For the engagement of Third Parties in the performance of Services, article 4.3 (Third Parties in general) and article 11 (subprocessors of personal data) apply.
19.1 If no fixed price has been agreed, the time spent on a Service, plus expenses, is invoiced at the end of each month on the basis of the agreed rates.
19.2 If a fixed price has been agreed, TestWisely may invoice part of the total amount owed in advance.
20.1 Changes to the original services at the request of Customer must be accepted by TestWisely in writing.
20.2 If TestWisely has performed work that falls outside the agreed scope, this will be compensated by Customer at the agreed rates, provided that this additional work has been agreed with Customer in advance.
20.3 If it appears that performance of the Service cannot lead to the result intended by Customer, TestWisely will notify Customer of this in writing as soon as possible. Parties will then consult with each other.
TestWisely
Bolstoen 11-N, 1046 AS Amsterdam, the Netherlands
Chamber of Commerce (KvK): 42133647
VAT: NL869872485B01
info@testwisely.nl
www.testwisely.nl
Version 1.2 — 24 July 2026