These Terms and Conditions govern the legal relation between Starred B.V. and its clients. The online feedback platform is provided by Starred via a Software as a Service (SaaS) licensing model.
Article 1. Definitions
In these Terms & Conditions (Terms) the following terms have the following meanings:
- Administrator(s): User(s) who are classified as the Administrator according to their Account and who can make administrative choices as the Client or on his/her behalf.
- Account: the personal section created when the Client signs up for the Service. This section is managed by the Client, who enters his/her personal details here.
- API: application programming interfaces developed by Starred. The API allows the Client to automatically access, add, change, and delete certain information, and to initiate technical processes.
- Attachment: every attachment forming part of the Agreement and/or Terms & Conditions.
- Starred: Starred B.V., a private limited company based in Amsterdam, listed with the Chamber of Commerce (Kamer van Koophandel ) under number 55735452.
- Client(s): natural person(s) acting in the execution of profession, or a company or legal entity that accepts the Terms and uses the Service.
- Service: an online feedback platform, provided by Starred.
- User: the natural person that uses the Service as the Client or on its behalf.
- Agreement: the agreement between Starred and the Client by virtue of which Clients may use the Starred Service.
- Terms and conditions: these conditions, including all current and future Attachments.
- Party: each party to the Agreement.
- Personal data: any information directly or indirectly relating to a natural person.
- Platform: a confined environment in which the Service is made available by Starred to the Client upon registration, accessible on completion of the Login details.
- Intellectual Property: all intellectual properties and related rights such as copyrights, trademarks, patent rights, design rights, trade name rights, database rights, and neighboring rights, as well as domain names and rights to know-how.
- Login details: the username and the password used by the Client to access the Platform.
- Website: www.starred.com and all associated top-level domains and underlying web pages.
- Widget: the widget made available by Starred which Clients can publish on their own website.
Article 2. Conclusion and performance of the Agreement
- The Agreement is entered into with the Client upon acceptance of the terms and/or use of the Service by the Client when creating an Account. Acceptance of the Agreement and these Terms can take place either in writing or electronically.
- The scope of the Agreement and the Service can be managed in the Administrator’s Account. Log files in possession of Starred deriving from the Administrator’s Account will be deemed to take precedence and serve as compelling proof.
- After concluding the Agreement, Starred will start to deliver the Service as soon as possible.
- The Service can be used and configured by Clients wholly on their own responsibility and without assistance from Starred. The Client may contact the help desk if requiring assistance from Starred with the configuration.
- The Service is available through the most-used and latest browser versions.
- The Client can utilize the API and/or the Widget on demand. Starred provides no guarantee whatsoever with regard to the proper functioning and availability of the API and/or the Widget, as the proper functioning and availability depend on the (web-) systems of the Client.
Article 3. Duration and termination
- The Agreement is concluded for the period of time specified in the Agreement and will be renewed each time by tacit agreement for the same period of time. If no period of time is specified, the Agreement will be entered into for an indefinite period of time.
- A Party may terminate the Agreement without stating any reason or motivation, subject to 1 (one) calendar month’s advance notice, unless otherwise stated in the Agreement.
- Either Party may terminate the Agreement with immediate effect without being liable to pay any form of compensation and without judicial intervention in the event that the other party:
- becomes bankrupt;
- is granted a moratorium (provisional or otherwise);
- is no longer considered capable of meeting its commitments under the Agreement;
- is affected by a force majeure situation for more than 90 days (as set out in Article 10 of the Terms & Conditions).
- If by reason of notice, termination, or if ending the Agreement by other means, under no circumstances will Starred be obliged to refund monies or to indemnify the other Party following any such notice, cancellation, or termination of the Agreement.
- The Client must create an Account in order to use the Service. The Client is obliged to enter the requisite Account details truthfully. Starred reserves the right to verify the information provided but shall not be obliged to do so. The Login details of the Account will be created by the Client.
- The User accepts that Starred has no input whatsoever in the information and activities which Users make available or perform via the Service. Disputes between Users or with third parties must be resolved between them and Starred shall not be a party hereto.
- The Client accepts that the Service comprises the functionalities and properties as found in the Service at the time of use (“as is basis”). Starred does not warrant that the Service will be accessible at all times, without any interruptions and/or disruptions, or that the Service will be delivered completely and/or error-free. Failures in the Service can occur (though not exclusively) as a result of breakdowns in the Internet and/or telephone connections or faults/defects.
- The User is wholly responsible for the information he/she enters into the Service. Starred is not responsible for information that is processed via the Service. The Client shall be held fully and solely responsible for any information entered into the Service by the Client which is incorrect and/or unlawful. Starred accepts no responsibility whatsoever in relation to the information exchanged or communications generated through use of the Service. The Client shall indemnify Starred and its suppliers against third-party claims alleging that information and/or communication generated by the Client via the Service are unlawful, and/or that unlawful information is being displayed via the Service.
- In availing of the Service, the User warrants that:
- he/she will not use the Service in a manner that violates the rights of third parties, the law and/or these Conditions;
- he/she shall act and behave in regard to the Service as diligently as may be reasonably expected from the Client;
- he/she shall refrain from using viruses, Trojan horses, worms, bots or other software that can damage the Service or render the Service inaccessible, or in a manner designed to circumvent the Service’s technical protective measures;
- he/she shall not engage in actions which may monopolize the infrastructure of the Service unreasonably and/or disproportionately and/or impede the functionality of the Service;
- he/she shall use no applications that monitor, manipulate and/or copy (parts of) the Service;
- he/she shall not be guilty of disseminating spam and/or initiating any (unsolicited) form of commercial communications by the Service or with users in any other way, directly or indirectly in the promotion of goods, services or the image of an enterprise, organization or person, irrespective of the (indirect) connection of these products or services with the character of the Service or the potential interest of a third party;
- he/she is not guilty of disseminating any other form of unsolicited communication;
- the information the User provides:
- will not impact negatively on the honor and/or good name and/or reputation of Starred, its affiliates and/or its directors;
- is not of a racist, pornographic or erotic nature;
- is not in violation of any laws or regulations or in breach of these Conditions;
- does not infringe any rights of third parties, including but not limited to Intellectual Property rights and privacy rights or is otherwise unlawful towards a third party of Starred;
- If Starred is of the opinion that the Client poses a danger to the business, image and reputation of Starred and/or to the functioning of the server(s) or the network of Starred or third parties, in particular due to the excessive holding or transmission of information which may cause performance problems, Starred reserves the right to take whatever measures it considers necessary within reason to avert or prevent this risk.
- Email addresses that the Client enters into the Service will only be used by Starred in the performance of the Service. Starred shall refrain from disseminating direct advertising via Email or other electronic messages to these Email addresses, also after the Agreement has been terminated.
- If the Client acts in violation of these Conditions, Starred shall be entitled to refuse the Client access to the Service.
- The Client agrees that users may receive Emails and other electronic messages from Starred in regard to the Service.
- Starred may assume that all activities generated via the Client’s Account originate from the Client and/or another person acting on behalf of the Client.
- The Client must report damaging Content, including but not limited to false feedback, and may never directly or indirectly contribute to damaging Content.
- The User accepts that the use and potential misuse of his/her Login details will be at the User’s own risk and expense. The Client is advised to ensure that his/her Login details are kept as secret as possible. If the Client discloses his/her Login details to third parties, he/she will be entirely responsible for any ensuing consequences.
- Should Starred for any reason whatsoever suffer damage ensuing from the transfer of Login details by the Client to third parties, the Client shall be fully liable for same. The Client must notify Starred as soon as the Client becomes aware or suspects that the usernames and passwords have come into the hands of unauthorized persons. In such cases, Starred reserves the right to take effective measures.
- If Clients fail to comply with one or more of the provisions set forth in this Agreement, Starred shall be entitled to block the Service and/or terminate the Agreement. The payment obligation of the Client will not be cancelled.
Article 5. Prices and payment
- The prices payable for the Service to be provided by Starred can be found on the Website and/or the Agreement.
- All prices are stated in Euros and are exclusive of turnover tax (VAT) and other levies imposed by the government.
- All prices listed on the website, in brochures and in other Starred materials are applicable notwithstanding any apparent typing or calculation errors. No liability is accepted in respect of the consequences of apparent typing and calculation errors.
- Starred reserves the right to amend its prices in the interim. Such changes will be communicated not later than one (1) month in advance of their coming into effect, either in a newsletter and/or via a personal Email from Starred. If not in agreement with such price changes, the Client shall be authorized prior to the date on which this amendment comes into effect to terminate the Agreement as from the effective date of the amendment.
- If the Client exceeds the package specifications of the Service, Starred shall bring this to the notice of the Client. In such cases, Starred shall be entitled to place the Client in a higher pricing bracket with a corresponding price model. This increase will apply for the remaining period of the Agreement.
- The Client consents to electronic billing by Starred.
- The Client is at all times obliged to pay the costs arising in connection with this Agreement within 30 days of the invoice date.
- Where payment is overdue, the Client shall be obliged, in addition to the amount owed and the interest thereon, to fully reimburse the relevant extrajudicial and judicial collection costs, including the costs of lawyers, bailiffs and collection agencies. Moreover, Starred may request a guarantee of payment from the Client for the remaining contractual period and will be entitled to suspend the Service.
Article 6. Intellectual Property
- All Intellectual Property rights to the Service software made available or developed by virtue of the Agreement, including the Website, shall be held exclusively by Starred or its licensors. During the term of the Agreement, the Client shall be granted a sole, non-exclusive and non-transferable right of use hereto, and furthermore only those rights that are in accordance with the conditions set forth or otherwise expressly conferred upon the Client.
- The Client shall retain ownership of all information entered into the Service by or on behalf of the Client during the term of the Agreement. Throughout the term of the Agreement, Starred shall be granted user rights to this information in order to execute the Agreement and to make the Service available. Starred will refrain from specific analyses and/or reviews per Client, unless specifically requested by the Client.
- Starred has the right to anonymize and analyze information for statistical purposes such as but not limited to industry benchmarks and/or for improving Starred’s own services. Any (intellectual) property rights arising in connection with this aggregated information will be granted to Starred.
- The Client is not permitted to sell the Service or to act in any other way as a supplier of the Service.
- Starred or its suppliers are permitted to take technical measures in order to protect the Service software. If Starred has secured its software by means of technical protection, the Client shall be prohibited from removing or circumventing this protection.
- If the Client alters the Service with his/her own signs and/or texts that are subject to Intellectual Property rights held by the Client, Starred may only make use of same for the purpose intended.
Article 7. Updates and Maintenance
- Starred or its suppliers have the right to update the Service software programs from time to time in order to improve its functioning and to correct inaccuracies.
- Starred reserves the right to temporarily disable the Service for purpose of maintenance, modification or improvement of the Service and the Starred web servers.
- Starred shall aim to organize this lack of connectivity in such a way that the Client experiences the least possible disruption.
- Under no circumstances shall Starred be liable to pay any form of compensation to the Client in respect of damages, following a planned lack of connectivity.
Article 8. Help desk
- Information regarding use of the Service is provided to the Client on the website.
- The Client may report malfunctions and/or submit queries in a manner to be determined by Starred. Starred undertakes to respond to this adequately and within a reasonable period.
Article 9. Personal Data
- The Parties shall conclude a Data Processing Agreement in regard to the processing of Personal data, Data Processing Agreement as set out in Annex 1.
Article 10. Force Majeure
- Starred shall not be obliged to fulfil any obligations towards the Client in the event that Starred is precluded from so doing due to any circumstance over which Starred has no control.
- The execution of the Agreement may be suspended without any liability to pay damages where such force majeure circumstances in any event are due to disruptions in the telecommunication infrastructure, internet, a (d)dos attack, national riots, mobilization, war, traffic congestion, strikes, exclusion, import and export obstacles, company disruptions, discontinuation of supplies, fire, flood, breach of contract by suppliers on which Starred is dependent in its execution of the Agreement.
- Where the force majeure situation prevents performance of one’s obligations for longer than thirty (30) days, both Parties shall have the right to terminate the Agreement with immediate effect, without incurring any liability to pay damages. In such circumstances, the Client shall be entitled to a refund for the remaining period of the Agreement.
Article 11. Liability
- Where Starred is deemed liable to pay direct damages to the Client owing to an attributable shortcoming in the fulfilment of its obligations, explicitly including any shortcoming in the fulfilment of warranty obligations towards the Client, or due to any unlawful act on the part of Starred, its employees or a third party hired by same, such liability will be limited per event or series of cohesive events to an amount that is equivalent to the subscription charges paid by the Client during the three (3) months prior to the event or occurrence giving rise to such liability, up to a maximum of € 10,000 (excluding VAT) per year.
- Liability on the part of Starred is hereby excluded with respect to indirect damages, including consequential loss, loss of profits, loss of savings, corruption or loss of (company) data and loss as a result of business interruption.
- Under no circumstances will liability in respect of direct damages exceed the cover provided under Starred’s liability insurance. Starred shall provide a copy of the insurance policy on request to the Client.
- The Client shall indemnify Starred against all third party claims arising for whatever reason in connection with damage, costs or interest related to the Agreement and/or the Service.
- The preceding paragraphs of the Article will not apply if and in so far as the said damage is the result of intent or willful recklessness on the part of Starred.
- Under no circumstances shall Starred be held liable for any damages incurred by the Client as a result of force majeure, as set out in Article 10.
- Any claim for damages filed by the Client against Starred which is not specified, explicit and reported in writing will become void 30 days after the initiation of the claim.
Article 12. Amendment of these Conditions
- Starred reserves the right to modify and/or amend these Conditions.
- Changes to Agreements already concluded come into effect after a period of thirty (30) days following publication of the changes on the Starred Website and via electronic communication. Changes of minor importance can be made at any time.
- Where an amendment to these Conditions which is not of minor importance is not acceptable to the Client, he or she shall be entitled to terminate the Agreement as from the effective date of these new Conditions.
Article 13. Final Provisions
- These Conditions shall be governed by the laws of The Netherlands.
- Starred shall be entitled to transfer the Agreement without the Client’s consent to a third party. The Client will be given prompt notification of same.
- The version of the communication received and saved by Starred serves as evidence thereof, unless the Client can provide counter evidence.
- Unless otherwise stipulated by the mandatory rules, all disputes arising from this Agreement shall be referred to the District Court of Amsterdam (Rechtbank Amsterdam).
- If one or more provisions in these Conditions happen to be invalid, this shall not affect in any respect whatsoever the validity or enforceability of the remaining provisions. The invalid provision will be replaced by a provision which comes as close as possible to the purpose of the invalid or ineffective provision.
Annex 1: Data processing agreement
This agreement (the “Data Processing Agreement”) is subject to the terms of the Agreement. It is annexed as a schedule to the Agreement between the Client and Starred, and sets out the arrangements governing the processing of personal data. All of the definitions described in the Starred terms (“Terms & Conditions”) have the same meaning in this Data Processing Agreement (singular and plural).
- The Client has various personal data;
- for the purposes of this agreement, personal data shall mean personal data as referred to in Article 1 (a) of the Dutch personal Data Protection Act (Wet bescherming persoonsgegevens, “Wbp”);
- the Client requires a certain form of processing by Starred in order to execute the Agreement;
- the Client shall allocate resources in this respect and subject to the conditions set out herein;
- Starred is in a position to do this and will comply with the conditions governing safety and other aspects of the Wbp in so far it is capable of doing so;
- The Client may be deemed responsible pursuant to Article 1 (d) of the Wbp;
- Starred can be considered as a processor in accordance with Article 1 (e) of the Wbp;
- having regard to the requirements provided in Article 14, section 5 of the Wbp, the Parties wish to agree in writing their rights and obligations as set out in this Data Processing Agreement.
NOW IT IS HEREBY AGREED
Article 1. Purposes of processing
- Starred undertakes to comply with the conditions laid down in this Data Processing Agreement to process personal data on behalf of the Client. Processing shall only be done in the context of the Agreement and in the execution of the Service.
- Starred shall not use these personal data for any purpose other than as specified by the Client and as outlined in section 3. The Client shall notify Starred of the purposes of the processing if not already stated in the Agreement.
- Starred may use personal data for its own statistical and/or quality purposes and also for purposes of researching the quality of its own services. Starred may also use data in an aggregated, non-traceable form for its own purposes.
- The personal data processed by Starred on behalf of the Client will remain the property of the Client and/or the persons concerned.
- The Client confirms that the processing of personal data is covered by one of the exemptions of the Wbp and, if that is not the case, the Client will have duly notified the Data Protection Authority (“College Bescherming Persoonsgegevens”). If applicable, the Client shall make sure to be compliant with the local (privacy) regulator. The Client shall indemnify Starred in the event of any claims arising in connection with a failure or part-failure to comply with demands or notifications.
Article 2. Obligations of the processor
- In regard to the processing referred to in Article 1, Starred shall be responsible for complying with the applicable laws and regulations, including the laws and regulations governing the protection of personal data, such as the Data Protection Act (“Wet bescherming persoonsgegevens”).
- Starred shall notify the Client on request in regard to the measures taken in compliance with its obligations under this Data Processing Agreement.
- The obligations of Starred arising from this Data Processing Agreement also apply to anyone processing personal data under the authority of Starred, including but not limited to employees, in the broadest sense.
Article 3. Transfer of personal data
- Starred may process the personal data in countries within the European Union. Transfer to countries outside of the European Union is prohibited, unless appropriate measures are taken.
Article 4. Division of responsibility
- The approved processing shall be executed under the control of Starred by fully automated means.
- Starred shall only be responsible for the processing of personal data under this Data Processing Agreement in accordance with the instructions received from the Client and under the explicit (ultimate) responsibility of the Client. No liability whatsoever will attach to Starred in the case of all other personal data processing, including but not limited to the collection of personal data by the Client and processing for purposes of which Starred was not informed by the Client, processing by third parties and/or for other purposes.
- The Client warrants that the content, usage and instructions for the processing of the personal data as intended in this Data Processing Agreement are not unlawful and do not in any way infringe any third party rights.
Article 5. Subprocessors
- Some of Starred’s obligations under the Agreement may be performed by third parties in the absence of the Client’s prior consent.
- Starred shall ensure that these third parties comply unconditionally with the same duties agreed between the Client and Starred. Starred shall be responsible for demanding proper compliance with these obligations from these third parties. The Client has the right to inspect agreements entered into in this regard.
- Starred will keep the Client informed on an ongoing basis, if requested specifically, in relation to third parties involved in the execution of this Agreement.
Article 6. Security
- Starred shall make sure that adequate technical and organizational measures are in place for the processing of personal data, in order to prevent the loss thereof and to prevent any form of unlawful processing (such as unauthorized access, impairment, modification, or transfer of personal data).
- Starred does not warrant that security will be effective under all circumstances. If an explicitly described security in this Data Processing Agreement is absent, Starred shall make every effort to ensure that the protection will be at a level that is reasonably acceptable, having regard to the state of technology, the sensitivity of the personal data and the costs involved in making the security arrangements.
- The Client shall only make personal data available to Starred for processing, provided always that the Client has ensured that the necessary security measures have been taken, in so far as this is within the power of the Client.
Article 7. Reporting obligations
- In the event of a security and/or data breach, Starred shall notify the Client hereof. The Client shall determine whether or not to inform the person(s) concerned, and will be responsible for that choice.
- A notification should only be given in the case of exceptional occurrences that have a serious impact, and only when such an occurrence has actually taken place.
Article 8. Dealing with requests from an interested party
- If an interested party files an inspection request, as stated in Article 35 of the Data Protection Act (“Wbp”), or requests an improvement to the Processor or an addition, modification or blocking, as stated in Article 36 of the Data Protection Act (“Wbp”), Starred shall forward the request to the Client, whereupon the Client shall deal with the request. Starred may notify the interested party hereof.
Article 9. Confidentiality
- The personal data which Starred receives and/or collects from the Client in regard to this Data Processing Agreement must not be disclosed to third parties.
- This duty of nondisclosure will not apply if the Client gives explicit permission to pass on the information to third parties, where such disclosure of information to third parties is in fact necessary owing to the nature of the work commissioned and the execution of this Data Processing Agreement, or in case of a legal prerequisite to disclose the information to a third party.
Article 10. Duration and Termination
- This Data Processing Agreement Data Processing Agreement will be concluded upon signature by the Parties, and on the date of the last signature.
- This Data Processing Agreement is hereby concluded for an indefinite period of time. No notice period applies. Termination of the Agreement simultaneously terminates this Data Processing Agreement.
- As soon as the Data Processing Agreement is terminated, for whatsoever reason and in whatever manner, Starred shall destroy and/or delete all personal data in its possession plus any potential copies thereof. Starred has the right to charge costs for destroying/deleting the personal data.
- This Data Processing Agreement may be modified in the same way as the Agreement.
- Logs and measurements executed by Starred count as compelling evidence, unless evidence to the contrary can be offered by the Client.