Legal Documents Starred

20 November 2017

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GENERAL TERMS AND CONDITIONS STARRED B.V.

These General Terms and Conditions apply to any offer of Starred B.V. pertaining to its Services and form an integral part of every Contract between Starred B.V. and the Client. Client-imposed stipulations or terms and conditions that deviate from, or are not present in, these General Terms and Conditions are binding on Starred B.V. only if and to the extent that Starred B.V. has accepted them explicitly in writing.

CLAUSE 1. Definitions

The terms in the General Terms and Conditions of which the first letter is capitalised have the following meaning.

  1. Administrator(s): the End User(s) who has (have) been designated as an Administrator according to his or her Account and who can make administrative decisions under the responsibility of the Client.

  2. Account: the online environment, made available to the Client, whereby the Client can administer and configure (certain aspects of) the Service, as well as the configuration(s) and data stored by the Client itself.

  3. General Terms and Conditions: the present terms and conditions, including Attachments.

  4. API: the application programming interfaces developed by Starred that allow the Client to automatically retrieve, receive, add, change, and remove certain information of the Service, as well as to start up technical processes.

  5. Attachment: each attachment that forms a part of the Contract and/or the General Terms and Conditions.

  6. Service(s): the service(s) that Starred will perform for the Client, including but not limited to:

    1. supplying software-as-a-service;

    2. other services as described in the offer of Starred.

  7. End User: the natural person, working within the organisation of the Client (including—but not limited to—the person employed or hired externally by the Client), who has been granted access to the Service and who makes use of the functionality of the Service under the Client’s responsibility.

  8. Intellectual Property Rights: all intellectual property rights and related rights such as copyrights, trademark rights, patent rights, model rights, trade name rights, database rights and neighbouring rights, as well as domain names and rights to know-how.

  9. Client: a natural or legal person acting in the course of a profession or in carrying on a business, entering into the Contract and making use of the Service.

  10. Licence: the non-exclusive and non-transferable right of use granted by Starred to the Client for the use of the service.

  11. Contract: the contract formed between Starred and the Client in which Starred enables the Client to make use of the Service.

  12. Party (or Parties): any party to the Contract, or both parties jointly.

  13. Starred: Starred B.V., having its registered office in Amsterdam, the Netherlands, registered with the Dutch Chamber of Commerce with the number 55735452.

  14. Website: Starred’s website.

CLAUSE 2. Formation and fulfilment of the contract

  1. The Contract with the Client is formed by accepting the offer in writing or by registering online via the Website. Agreeing to the offer and these General Terms and Conditions can be done in writing and electronically.

  2. Starred’s offers are without obligation and valid for the period indicated in the offer. If no period is indicated, then the offer remains valid until thirty (30) days after the date on which it has been issued.

  3. The scope of the Contract and the Service can be changed in the Administrator’s Account. The log files in possession of Starred resulting from the Account of the Administrator are guiding in that regard and are considered to be compelling evidence.

  4. Starred will commence providing the Service as soon as possible after the signing of, or agreed start date of the Contract.

  5. If it turns out that the information provided by the Client in the request for the Contract is inaccurate, then Starred has the right to change the Contract accordingly, including but not limited to modifying the prices and the composition of the package. Starred will consult with the Client before changing the Contract.

CLAUSE 3. Use of Service

  1. The Service enables the Client to simply and clearly gather and analyse feedback and to generate statistics. The Client itself determines how it will use the Service and for which specific purposes.

  2. The Client uses and configures the Service entirely at its own responsibility and without assistance from Starred. The Client can contact Starred for support in accordance with Clause 9 of these General Terms and Conditions if Starred’s assistance is required for the configuration.

  3. The Client must create an Account to make use of the Service. The Client can immediately log into the Account and use the Service once the registration is completed. The Client is obliged to truthfully enter all information related to the Account. Starred reserves the right to verify the information entered, but is not obligated to do so.

  4. The Client must safeguard the access to the Account against unauthorised parties by means of the username and password. The Client is aware that third parties who have come into possession of its login information can cause damage. In particular, the Client will therefore keep their passwords strictly secret. Starred can assume that everything happening through the account after login with username and password is done under the direction and supervision of the Client. The Client is therefore liable for all these actions, unless the Client has reported to Starred that someone else knows the password. In that case, Starred has a duty of care to resolve the issues in a fair timeframe, e.g. by blocking the account and/or changing the login information.

  5. The Client must forthwith notify Starred and change the (login) information if misuse of the Account is suspected.

  6. The Client can designate an Administrator(s) who can make administrative decisions regarding the accounts of the End User(s) under the responsibility of the Client. The Administrator has the right to expand and/or limit the End User’s or End Users’ possibilities for use.

  7. Clients can make use of the API upon request. Starred does not provide any guarantee of the proper functioning and availability of the API; proper functioning and availability depends (in part) on the (web) systems of the Client.

CLAUSE 4. Terms of use of the Service

  1. The Client is prohibited from using the Service for actions that conflict with the applicable laws and regulations. This includes, but is not limited to, storing or distributing information via the Service that is libellous, defamatory or racist.

  2. The Client is only authorised to use the Service for its own use. In addition, the Client is authorised to provide access to the Account to third parties, but only if this is done for requesting and obtaining feedback on the client’s behalf and taking into account these General Terms and Conditions. Contrary to the stipulations above, the Client is authorised to make the Service available to End-Users and Administrators for the purposes of using the Service under the responsibility of the Client.

  3. In particular (but not exclusively), it is not permitted to:

    1. use the Service in such a manner that it causes a violation of the privacy of third parties, including in any case but not exclusively the dissemination of personal data of third parties or the repeated harassment of third parties with communications they do not want;

    2. offer, via the Services, materials that are unmistakably libellous, defamatory, offensive, racist, discriminating or inflammatory;

    3. disseminate information that is pornographic or erotic (even if it is legal in itself);

    4. disseminate information in conflict with copyrights or post hyperlinks to such information;

    5. send spam and/or any other form of (undesirable) communication through the Service;

    6. resell the Service or act itself in any other way as a supplier of the Service;

    7. distribute malignant content such as viruses or spyware.

  4. The Client is fully responsible for all actions performed through the Accounts of End-Users. The Client will impose on the Administrators and/or End-Users at least the same terms and conditions regarding the use of the Service as those included in these General Terms and Conditions.

  5. Starred will warn the Client if it detects that the Client is violating the above-mentioned terms and conditions or receives a complaint in that regard. If this does not result in an acceptable solution, Starred can intervene to end the violation. Starred can intervene without warning in urgent or serious cases.

  6. If Starred believes that nuisance, damage or other hazards are caused to the functioning of the computer systems or the network of Starred or third parties and/or of the provision of services via the Internet, in particular by excessive sending of e-mail or other information, leaks of personal data or activities of viruses, Trojans, and comparable software, then Starred has the right to take all measures that it deems reasonably necessary to deal with or prevent these dangers.

  7. Starred has at all times the right to report detected offences. Furthermore, Starred has the right to hand over the name, address, IP address, and other identifying information of the Client to a third party that complains about the Client infringing its rights or these General Terms and Conditions, provided that the accuracy of the complaint is sufficiently plausible, that there is no other way to obtain this information, and that the third party has a clear interest in the information being handed over.

  8. Starred can recover the loss resulting from violations of these rules of conduct from the Client. The Client will hold Starred harmless from all claims of third parties pertaining to loss resulting from a violation of this acceptable use policy

CLAUSE 5. Availability and maintenance

  1. Starred makes an effort to make the Service available, but does not guarantee uninterrupted availability.

  2. Starred maintains the Service while it is active. Starred will perform this planned maintenance when the Service is in periods of low demand, if that maintenance is anticipated to result in a restriction of the availability. Maintenance is, where possible, announced in advance. Emergency maintenance deemed necessary by Starred, may be carried out at any time and will not be announced in advance. Starred will never be liable to pay any compensation of loss sustained by the Client as a result of the disablement referred to.

  3. Starred has the right to modify the functionality of the Service from time to time. In that regard, feedback and suggestions of the Client are welcome, but Starred itself ultimately decides which modifications it does or does not implement.

CLAUSE 6. Prices

  1. The fee for the Service to be provided by Starred is described on the Website and/or in the offer. All prices specified by Starred are exclusive of turnover tax and other government levies except when an amount is explicitly stated otherwise.

  2. All prices on the website, brochures, and other materials of Starred can be prone to obvious typing and calculation errors. Starred does not accept any liability for the consequences of obvious typing and calculation errors.

  3. Starred reserves the right to change rates in the interim. The changes will be announced on the Website, in a newsletter and/or a personal e-mail from Starred at the latest one (1) month before taking effect. Until the date on which the change takes effect, the Client who does not agree with these changes is authorised to terminate the Contract as from the date on which the changes take effect.

  4. Starred will notify the Client accordingly if the Client exceeds the specifications of the Service package. In that case, Starred has the right to place the Client in a higher package and related pricing model. This increase will apply for the remaining duration of the Contract.

CLAUSE 7. Terms of payment

  1. Starred will invoice the Client in advance for the amounts payable once-only by the Client. The periodically payable amounts will be invoiced to the Client before the period in question.

  2. The Client agrees with electronic invoicing by Starred.

  3. The term of payment of an invoice is thirty (30) days after the invoice date, unless otherwise explicitly agreed on in writing.

  4. If the Client has not yet fully paid when this term expires, then it is automatically in default without a notice of default being required.

  5. In the event of late payment, a Client must pay full compensation of extrajudicial and court collection costs, including costs for lawyers, bailiffs, and debt-collection agencies, in addition to the amounts payable, including statutory commercial interest.

  6. If the Client is in default, then Starred has the right to limit its Service, e.g. by restricting access to the Service and/or by disabling certain functionalities within the Service.

CLAUSE 8. Intellectual property

  1. All Intellectual Property Rights to all software of the Service made available pursuant to the Contract, including the Website, are vested exclusively in Starred or its licensors. During the term of the Contract, the Client receives exclusively a License, and furthermore only the authorisations explicitly granted to the Client by means of these terms and conditions or otherwise.

  2. Starred has the right to revoke or not to grant the License referred to in the previous paragraph if the Client has not fulfilled its obligations pursuant to the Contract.

  3. All information entered into the Service by or on behalf of the Client remains the property of the Client. During the term of the Contract, Starred receives a right of use for this information to carry out the Contract and to make the use of the Service possible. Starred will refrain from specific analyses and/or inspection per Client, unless requested specifically by the Client. The Client can revoke this right of use by removing the information in question and/or terminating the Contract.

  4. Starred has the right to anonymise the information entered by or on behalf of the Client and to analyse it for statistical purposes such as, but not limited to, industry benchmarks and/or improving its own services. To the extent that (intellectual) property rights to this aggregated information arise, they will be vested in Starred.

  5. Starred and its suppliers are authorised to take technical measures to protect the Service’s software. If Starred has protected its software by means of technical protection, then the Client is forbidden from removing or circumventing this protection.

  6. If the Client modifies the Service with its own signs and/or texts protected by Intellectual Property Rights of the Client, then Starred will use these only for their intended purpose.

  7. If the Client sends information to Starred, e.g. feedback about an error or a suggestion for improvement, then the Client grants Starred an unlimited and perpetual right to use this information for the Service. This does not apply to information marked explicitly as confidential by the Client.

CLAUSE 9. Support

  1. Starred will make an effort to provide support for the Service in the form of telephone support or remote assistance that Starred believes to be supportive and can be performed quickly and straightforwardly. Starred will make an effort to respond adequately and within a reasonable period.

  2. The level of support depends on the services selected. When purchasing the service package, the Client is made aware via the Website of the level of support.

  3. Starred is willing to perform certain other work for the Client in addition to the support specified in paragraph 1. Starred will prepare an offer for the work in question at the request of the Client. Insofar as possible, Starred will inform the Client in writing of the costs of the support prior to carrying out the work.

CLAUSE 10. Personal data and security

  1. The personal data to be processed by Starred in carrying out the Service are subject to the Dutch Personal Data Protection Act (Wet bescherming persoonsgegevens, Wbp), in which the Client is the “responsible party” and Starred the “processing party” as defined in the Wbp. The Wbp will be replaced from May 25th 2018 by the General Data Protection Regulation (GDPR). The Wbp will be repealed as from that date.

  2. A Data Processing Agreement including additional guarantees pertaining to the processing of personal data forms a part of the Contract and has been included in Attachment 1 to these General Terms and Conditions.

CLAUSE 11. Liability

  1. The total liability of Starred is limited to compensation of direct loss up to the amount that is equal to the amount that the insurance of Starred will pay. If the insurance does not pay, then the liability will be limited to the amount that the Client has paid for the use of the Service in the three months preceding the event causing the loss (excluding VAT), in which a series of related events counts as a single event. The total compensation for direct loss will in no event exceed EUR 10,000 (excluding VAT). The term “direct loss” shall mean:

  2. reasonable and proven costs incurred by the Client to request that Starred (again) properly fulfil the Contract;

  3. reasonable and proven costs, made to determine the cause and size of the loss, in so far as it concerns the direct loss as referred to here;

  4. reasonable and proven costs incurred by the Client to prevent or limit the direct loss as referred to in this clause.

  5. Starred’s liability for direct loss, in any case including consequential loss, loss of profit, missed savings, corruption or loss of (business) information, and loss due to business interruption, is excluded.

  6. The limitation of liability as referred to in the preceding paragraphs of the present clause will cease to be applicable if and to the extent that the loss is a consequence of intent or gross negligence of the management of Starred.

  7. Starred’s liability due to an attributable shortcoming in the performance of the Contract will only arise if the Client properly and forthwith gives Starred notice of default in writing, while stipulating a reasonable term for curing the shortcoming, and Starred still fails to fulfil its obligations even after that term. The notice of default must contain a description of the default that is as detailed as possible, so that Starred is able to respond adequately.

  8. The condition for any right to compensation to arise is that the Client must notify Starred in writing of the loss within two (2) months after its discovery.

  9. The application of Article 6:271 et seq. of the Dutch Civil Code is excluded. The tenet of dissolution is elaborated in this part of the law. Dissolution of the Contract is excluded explicitly.

  10. The Client holds Starred harmless against all claims from third parties pursuant to any reason, in the matter of compensation for loss, costs or interest, related to this Contract and/or the Service.

CLAUSE 12. Force majeure

  1. None of the Parties can be obliged to fulfil any of their obligations if a circumstance outside the control of the Parties that could not or should not have already been anticipated at the conclusion of the Contract undoes any reasonable possibility of fulfilment.

  2. Force majeure shall be taken to mean (but not exclusively): disruptions in the telecommunication infrastructure, Internet, a (D)DOS attack, domestic disturbances, mobilisation, war, obstruction of transport, strike, lockout, import and export impediments, interruptions of operations, stagnation in supply, fire, flood, breach of contract by suppliers on whom Starred depends in the fulfilment of a Contract, as well as other circumstances outside Starred’s control reasonably preventing it from providing the Service.

  3. If the situation of force majeure prevents the fulfilment for longer than thirty (30) days, then both Parties have the right to terminate the Contract effective immediately, without this giving rise to any obligation of compensation. That what has already been performed pursuant to the Contract, will in that case be settled proportionally, without the Parties owing each other something for the remainder.

CLAUSE 13. Changes to the Terms and Conditions

  1. Starred reserves the right to change or supplement these terms and conditions.

  2. Changes also apply to Contracts already concluded taking into account a term of thirty (30) days after the announcement of the change on the Website of Starred and by electronic messaging. Changes of minor importance can be implemented at all times.

  3. If the Client does not want to accept a change in these terms and conditions that is not of minor importance, then the Client can terminate the Contract up to the date on which these new terms and conditions take effect by this date. Use of the Service after the effective date counts as accepting the changed or supplemented terms and conditions.

CLAUSE 14. Duration and termination

  1. The Contract is entered into for the term specified in the Contract and is automatically renewed for the following period, unless stipulated otherwise in the Contract. The Contract is concluded for an indefinite period of time if no term is specified. In the event of a trial period, the Contract will run for the duration of this trial period.

  2. The Contract may be terminated by either Party, without giving any reasons, taking into account a notice period of one (1) month before the end of the specified term.

  3. Starred can suspend or terminate the Contract in writing effective immediately if at least one of the following special grounds apply:

  4. the Client is declared to be in liquidation;

  5. the Client is granted a moratorium on payment(s) (provisional or not);

  6. the Client’s operations are discontinued or wound up;

  7. the Client can no longer be considered capable of meeting the obligations arising from or pursuant this Contract;

  8. If Starred suspends the fulfilment of the obligations, it retains its claims pursuant to the law and the Contract, including the claim on payment for the Services that have been suspended.

  9. Starred’s claims on the Client become immediately payable if the Contract is terminated. Starred will never be obliged to refund the Client’s payments already received, or to pay any compensation, in the event of the termination of the Contract, for any reason whatsoever.

  10. If the Client acts contrary to these General Terms and Conditions, then Starred has the right to block the access to the Service and to suspend the Contract.

  11. Once the Contract is terminated, as a consequence of a notice to terminate, all data stored for the Client will be kept available up to thirty (30) days after the termination, so that the Client can download the data itself via the Account. After this period, all data of the Client will be erased, irrespective of whether the Client has downloaded them or not, unless agreed otherwise in writing.

  12. The Client can download the data stored by the Client or processed via the Service at any time via the Account. Starred is not obliged to make the data or another form of backup available to the Client of its own initiative.

CLAUSE 15. Final provisions

  1. This Contract is governed by Dutch law.

  2. The terms “written” or “in writing” in these General Terms and Conditions also include communication via e-mail, provided that the identity of the sender and the integrity of the content are adequately established.

  3. Starred has the right to transfer its rights and obligations arising from the Contract to a third party that is taking over Starred or the business activities in question from Starred.

  4. The version of the communication in question received or stored by Starred is considered to be proof thereof, subject to evidence to the contrary provided by the Client.

  5. All disputes arising pursuant to this Contract are to be submitted to the Court of Amsterdam, insofar as mandatory legal provisions do not prescribe otherwise.

  6. A stipulation in these terms and conditions turning out to be null and void does not affect the validity of the other stipulations. The void stipulation will be replaced by a valid stipulation that has as much as possible the same effect as the old stipulation.

  7. The applicability of the obligations to provide information in Articles 6:227b, paragraph 1, and 6:227c of the Dutch Civil Code are explicitly excluded.




Attachment 1 – DATA PROCESSING AGREEMENT

This Data Processing Agreement is an attachment to the Contract between the Client and Starred and describes the agreements regarding the processing of personal data. All definitions as described in the General Terms and Conditions of Starred have the same meaning, in singular as well as in plural, in this Data Processing Agreement.

Whereas:

  • The Client disposes of the personal data of various parties involved;

  • There where this contract refers to personal data, it refers to personal data within the meaning of Article 1 under a of the Dutch Personal Data Protection Act (Wet bescherming persoonsgegevens) (hereinafter referred to as: “Wbp”);

  • The Client wants to have certain forms of processing performed by Starred for the fulfilment of the Contract;

  • For which the Client has the objectives and designates resources and to which apply the terms and conditions referred to hereinafter;

  • Starred is prepared to do so and is also prepared to fulfil obligations concerning protection and other aspects of the Wbp, to the extent that this is within its control;

  • The Client can be designated as a responsible party within the meaning of Article 1 under d of the Wbp;

  • Starred can be designated as a processing party within the meaning of Article 1 under e of the Wbp;

  • The Parties, also having regard to the requirements in Article 14, paragraph 5, of the Wbp, want to lay down their rights and obligations in writing by means of this data processing agreement (hereinafter referred to as: “Data Processing Agreement”).

  • Where reference is made to terms or provisions in the Wbp, this shall be taken as from May 25th 2018 to refer to the corresponding terms and provisions in the General Data Protection Regulation (hereinafter referred to as: “GDPR”). The Wbp will be replaced by the GDPR from that date.

The Parties have agreed as follows:

CLAUSE 1. Objectives of processing

  1. Starred undertakes to process personal data on the instructions of the Client under terms and conditions of this Data Processing Agreement. Processing will take place exclusively within the scope of the Contract, the execution of the Service, the objectives connected thereto, and those objectives that are stipulated by further agreement. The Client itself determines which (types of) personal data will have processed by Starred and which (categories of) parties involved these personal data will pertain to; Starred cannot influence this.

  2. Starred will not process the personal data for any other objective than those determined by the Client and as described in paragraph 3. The Client will inform Starred about the processing objectives to the extent that these have not yet been specified in the Contract and/or Data Processing Agreement.

  3. Starred can anonymise the personal data on the instructions and on the responsibility of the Client. Starred can use the anonymised data for statistical and/or quality purposes, as well as for performing statistical analysis into the quality of its services. Starred can also use the anonymised data for its own purposes.

  4. The personal data to be processed on the instructions of the Client remain the property of the Client and/or the parties involved in question.

  5. The Client guarantees that all obligations resting with the Client arising from the Wbp are fulfilled when processing personal data. The Client holds Starred harmless against all claims related to the Client’s failure to comply or properly comply with the Wbp.

CLAUSE 2. Starred’s obligations

  1. Regarding the processing referred to in Clause 1, Starred will ensure compliance with the applicable laws and regulations, including in any case the laws and regulations in the sphere of personal data protection, such as the Wbp and the GDPR.

  2. Starred will inform the Client, on its first request in that regard, about the measures it has taken regarding its obligations under this Data Processing Agreement, the Wbp, and GDPR.

  3. Starred’s obligations arising from this Data Processing Agreement also apply to those that process personal data on the authority of Starred, including but not limited to employees, in the broadest sense of the word.

CLAUSE 3. Transfer of personal data

  1. Starred can process the personal data in countries within the European Union. In addition, the Client authorises Starred to process personal data outside the European Union, with due regard for the applicable privacy laws.

  2. Starred will report to the Client the country or countries in which the personal data are being processed, if the Client explicitly asks for this.

  3. The Client has the right to object to data processing outside the European Union if there are sound reasons to do so. In that case, the Parties will enter into consultation in order to find a common solution.

CLAUSE 4. Division of responsibility

  1. The authorised processing is performed in a fully automated manner under the control of Starred.

  2. Starred is merely responsible for the processing of personal data under this Data Processing Agreement, in accordance with the instructions of the Client and under the Client’s explicit (ultimate) responsibility. Starred is explicitly not responsible for the other processing of personal data, including in any case but not limited to the gathering of the personal data by the Client, processing for purposes not reported by the Client to Starred, processing by third parties and/or for other purposes.

  3. The Client guarantees that the content of, the use of, and the instructions for the processing of the personal data as referred to in this Data Processing Agreement are not unlawful and do not constitute a violation of any rights of third parties.

CLAUSE 5. Subprocessor

  1. The Client authorises Starred to make use of a third party in the processing of personal data pursuant to this Data Processing Agreement, with due regard for the applicable privacy laws. The Client has the right to object to third parties called in by Starred if there are sound reasons to do so. In that case, the Parties will enter into consultation in order to find a common solution.

  2. Starred will provide the Client, via the Website, with a list of third parties called in. Starred will update the list on the Website and inform the Client accordingly if there is a change in the third parties called in by Starred. If the Client does not agree with a third party called in, then the Parties will search for a solution in proper consultation.

  3. Starred will in any case ensure that these third parties will assume in writing the same duties as those agreed between the Client and Starred.

CLAUSE 6. Security

  1. Starred will make an effort to take adequate technical and organisational measures pertaining to the processing of personal data to be performed, against loss or any form of wrongful processing such as unauthorized access, impairment/infringement, change or provision of the personal data).

  2. Inspection of the security policy is made possible in order to provide the Client with insight in the security measures taken by the Client. The security policy can be consulted via https://www.starred.com/security.pdf.

  3. Starred does not guarantee that the security is effective under all circumstances. If a security measure explicitly described in this Data Processing Agreement is missing, then Starred will make an effort to have the security meet a level that is not unreasonable in view of the state of technology, the sensitivity of the personal data, and the cost connected with providing the security.

  4. The Client only makes personal data available to Starred for processing, if it has assured itself that the required security measures have been taken.

CLAUSE 7. Duty of report

  1. In the event of a security leak and/or data leak (infringement of the security of personal data that results in a significant chance of adverse consequences, or that has adverse consequences, for the protection of personal data, within the meaning of Article 34a of the Wbp), Starred will inform the Client thereof as soon as possible, but in any case within twenty-four (24) hours after Starred has become aware of the leak. The Client assesses whether or not it will inform the regulator and/or the parties involved. 2. The Client is responsible for fulfilling potential legal duties to report.

  2. The duty to report involves in any case reporting the fact that there has been a leak, as well as the following information in so far as known to Starred:

    • what the (alleged) cause is of the leak;

    • contact information for following up the report;

    • what the intended measures and/or measures already taken are

    • for plugging the leak and for limiting the consequences thereof.

  3. If Starred did not yet dispose of all of the above information at the time of the report, then Starred will forward the missing information as soon as possible.

CLAUSE 8. Handling involved parties’ requests

  1. In the case in which an involved party addresses a request for inspection, as referred to in Article 35 of the Data Protection Act (Wbp), or for improvement, change or protection, as referred to in Article 36 of the Wbp, to Starred, then Starred will forward the request to the Client, and the Client will further process the request. Starred can notify the involved party thereof. Starred will provide its cooperation, if the Client requires this, if it turns out that the Client needs Starred’s assistance for fulfilling a request of an involved party.

  2. Starred can charge the costs for processing the request on to the Client.

CLAUSE 9. Confidentiality

  1. An obligation of confidentiality towards third parties is attached to all personal data received by Starred from the Client and/or gathered by Starred within the scope of this Data Processing Agreement.

  2. This obligation of confidentiality does not apply to the extent that the Client has granted its explicit permission to provide the information to third parties, if the provision of the information to third parties is logically necessary in view of the nature of the instruction given and the fulfilment of this Data Processing Agreement, or if there is a statutory obligation to provide the information to a third party.

CLAUSE 10. Control and audit

  1. The Client has the right to have audits performed by an independent registered EDP auditor bound to confidentiality for verification of the fulfilment of the obligations concerning security (Clause 6) and reporting data leaks (Clause 7) of this Data Processing Agreement.

  2. This audit takes place exclusively if there is a concrete and good reason to suspect misuse of personal data, and only after the Client has requested and assessed similar audit reports present at Starred and has introduced reasonable arguments that justify an audit initiated by the Client. Such an audit is justified when the similar audit reports provided by Starred do not or not adequately provide a measure of the fulfilment of the obligations regarding security (Clause 6) and reporting data leaks (Clause 7) of this Data Processing Agreement.

  3. Starred will have to cooperate with the audit and make available all information, including supporting information such as system logs, and employees reasonably relevant to the audit as timely as possible and within a reasonable period, meaning a period of at most two (2) weeks.

  4. The audits will be announced at least two (2) weeks in advance, so that the Parties can prepare adequately.

  5. The findings resulting from the audit performed will be assessed by the Parties in mutual consultation and consequently implemented or not by one of the Parties or by both Parties jointly.

  6. The Client bears the cost of the audit.

CLAUSE 11. Duration and termination

  1. The Data Processing Agreement is entered into for the duration as stipulated in the Contract between the Parties and in the absence thereof in any case for the duration of the cooperation.

  2. This Data Processing Agreement is concluded for an indefinite period. This is not subject to a notice period. However, termination of the Contract causes this Data Processing Agreement to end at the same time.

  3. The Data Processing Agreement cannot be terminated prematurely.

  4. This Data Processing Agreement can be changed in the same manner as the Contract.

  5. As soon as the Data Processing Agreement is terminated, in any way or for any reason whatsoever, Starred will keep available all personal data stored for the Client for up to thirty (30) days after the termination, so that the Client can download the personal data itself via the account. After this period, all personal data of the Client will be erased, irrespective of whether the Client has downloaded them or not, unless agreed otherwise in writing.

CLAUSE 12. Final provisions

  1. The Data Processing Agreement and its fulfilment are governed by the laws of the Netherlands.

  2. All disputes that may arise between the Parties in connection with the Data Processing Agreement will be brought before the competent District Court of Amsterdam (Rechtbank Amsterdam).

  3. If the privacy laws are amended, then the Parties will cooperate in modifying this Data Processing Agreement in order to be able (to continue) to comply with these laws.

  4. Logs and measurements performed by Starred are considered to be compelling evidence, unless the contrary is proved by the Client.

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