Terms & Conditions

01 Definitions

In these terms, the following definitions apply:

1. Client: the legal or natural person who has instructed the Contractor to produce goods or to perform work.
2. Contractor: Starline Development, established in Amsterdam-Duivendrecht.

02 Identity of the Contractor

Starline Development holds several trade names in the trade register:

Starline Design | Starline Apps | Starline Hosting | Starline Promotie | Starline Marketing

Starline Media | Live Kit | Starline Websites | Phone Kit | Food Kit

03 Applicability & Governing Law

1. These general terms apply to all offers, quotations, or agreements between Starline Development and its Client.
2. Starline Development expressly rejects the applicability of any general terms used by its Client.
3. The invalidity or voidability of one or more provisions in these general terms does not affect the validity of the remaining provisions.
4. In case of conflict between Parts A and B, A and C, or A and D, the provision in B, C, or D prevails.
5. Dutch law applies to the agreement.
6. All disputes, including those considered as such by only one of the parties, shall be settled by the Dutch court in the district of Starline Development's place of business.

04 Fees & Payment

1. Starline Development may pass on to the Client increases in, among other things, wages, insurance premiums, and government levies arising after the quotation or offer was issued, for work, deliveries, or services that still need to be performed or delivered by Starline Development at the time such increases take effect.
2. For work provided by the Client, 50% of the amount due must be paid in advance before work begins, with the remaining 50% due afterwards, unless otherwise agreed between the Client and Starline Development.
3. For work provided by the Client, 50% must likewise be paid in advance and the remaining 50% afterwards. Should the Client fail to respond to Starline Development's requests regarding delivery within 21 days, resulting in a work backlog, the Contractor may collect the final payment instalment early, unless otherwise agreed between the Client and Starline Development.
4. Following delivery of the website/shop, the Client must settle the final payment instalment within 14 days, regardless of whether the website/shop has been populated with the Client's content.
5. Once the 14-day payment term has expired, the Client is immediately in default.
6. The Client is not entitled to set-off and/or suspension of payment.
7. Should Starline Development take extrajudicial (collection) measures against a Client in default, the resulting costs shall be borne by the Client. Extrajudicial costs amount to at least 15% of the invoice amount, with a minimum of €150. For Clients who are consumers, the amounts set out in the Extrajudicial Collection Costs (BIK) Decree apply.
8. Starline Development is entitled at any time to demand security for payment or advance payment for the work. Starline Development may suspend performance of the agreement until the Client has provided sufficient security, or until the Client has fulfilled all its obligations.
9. Starline Development is likewise entitled to wholly or partly, or temporarily, take the agreed service out of operation, including for maintenance, non-payment, or other default by the Client, without becoming liable to the Client. Starline Development will make efforts to keep this to a minimum.

05 Responsibilities

1. The Client is aware that the outcome of the work depends on adequate and effective cooperation with Starline Development, and is therefore required to provide all information and documents desirable or necessary for the performance of the agreement.
2. The Client bears the risk of the selection, use, application, and management within its organisation of all equipment, software, websites/shops, and databases, as well as of the goods delivered or work performed by Starline Development.
3. Any policy choice or decision made by the Client based on goods delivered, services rendered, information provided, or advice given by Starline Development rests solely with the Client, who is solely responsible and liable for it.
4. Starline Development accepts no responsibility or liability for documents, images, logos, video or audio material, designs, sketches, capacity statements, and any product specifications, plans, schedules, and the like (hereinafter: "the Materials") made by or on behalf of the Client, nor for Materials expressly prescribed by or on behalf of the Client. The Client shall, upon first request, indemnify Starline Development against third-party claims arising in this connection (including claims based on intellectual property rights).

06 Delivery & Transfer of Risk

1. Starline Development makes efforts to observe the agreed delivery periods. These periods are not strict deadlines.
2. From the moment of delivery, the delivered website/shop, program, or item is at the Client's expense and risk.

07 Warranty

1. Starline Development does not warrant that its delivered websites/shops or programs will function properly, without interruption, errors, or other defects in combination with web and internet browsers other than those it recommends, other software, or any type of equipment. Nor does Starline Development warrant the proper technical functioning of FTP access or expanded CMS rights provided at the Client's request.
2. Starline Development will make every effort to remedy, free of charge, any defects caused by an act or omission of Starline Development, provided these become apparent within 14 days of delivery and are reported to Starline Development in writing, in good time and with reasons stated.
3. The warranty obligation described in this article lapses if the Client makes or has changes or modifications made to the delivered website/shop or program without Starline Development's prior consent.
4. Starline Development is never obliged to restore corrupted or lost data.

08 Liability

1. Starline Development is only liable for (in)direct damage suffered by the Client that is a direct and exclusive result of intent or gross negligence, subject to the below.
2. Starline Development's liability is at all times limited to a maximum of the invoice value of the agreement.
3. The Client indemnifies Starline Development, as well as any third parties it engages, against third-party claims for damages resulting from the use or application of goods delivered, or other services or performance, by Starline Development.

09 Force Majeure

1. Starline Development is entitled to suspend its obligations for the period during which it is prevented from fulfilling them by force majeure, without becoming liable to the Client or any third party in any way.
2. Force majeure includes, but is not limited to: war, riot, civil unrest, fire, flooding, strikes, occupation of business premises, government measures, machinery defects, faults or defects in computers, software or hardware on the internet, intranet, or network, or at hosting companies, delays in transport or at suppliers, illness, incapacity, or unavailability of personnel — whether at Starline Development, the Client, or any third party from whom Starline Development must obtain the necessary goods, services, or materials, in whole or in part.
3. The Client may dissolve the agreement by registered letter if the suspension referred to in paragraph 1 continues for more than two consecutive months. The Client is then required to reimburse the costs incurred by Starline Development.

10 Termination

1. If the Client fails, or fails timely or properly, to fulfil its obligations, Starline Development is entitled to terminate the agreement in whole or in part, without notice of default and without judicial intervention being required, and to reclaim goods delivered insofar as not yet paid for. This is without prejudice to Starline Development's right to compensation for any loss, lost profit, and other damage arising or still to arise as a result of that shortcoming.
2. Paragraph 1 applies correspondingly in the event of: suspension of payments, an application for or grant of a payment moratorium, bankruptcy, application of the statutory debt-restructuring scheme, liquidation of the Client's business, the Client's death, or if the Client loses control over its assets due to attachment or otherwise. Should any of these circumstances arise, the Client is obliged to notify Starline Development of this in writing without delay.
3. In the cases referred to in paragraphs 1 and 2 of this article, any claim Starline Development has against the Client becomes immediately and fully due and payable.

11 Intellectual Property

1. All intellectual property rights in websites/shops, software, databases, equipment, or other materials developed under the agreement or made available to the Client — such as analyses, designs, logos, documentation, reports, house style, and landing pages, as well as preparatory material — rest exclusively and fully with Starline Development. The Client obtains only a non-exclusive, non-transferable, and non-sublicensable right of use.
2. The Client is not permitted to remove or alter any indication concerning copyrights, trademarks, trade names, or any other intellectual property right from the websites/shops, software, databases, equipment, or materials.
3. The Client indemnifies Starline Development against any third-party claim regarding an (alleged) infringement of that third party's intellectual property rights.

12 Transferability of Rights

Only Starline Development is authorised — without requiring prior consultation with or approval from the Client — to transfer its rights and obligations under the agreement, in whole or in part, to third parties.

13 Confidentiality

The Client is prohibited from disclosing to third parties any information about Starline Development's working methods or other confidential information which the Client knows, or ought to know, is confidential.

14 Website/Shop Design, Email Templates, Maintenance & Management

1. Should the Client, after approving the design, wish to have it adjusted again or further, and Starline Development agrees to this request, Starline Development is entitled to charge all associated work — both graphic design and build — to the Client as additional work, in accordance with its usual applicable rates.
2. The Client must, as soon as possible after delivery, check the website/shop and/or email templates for visible or not immediately visible defects. The Client must notify Starline Development of any defects in writing, no later than within three months.
3. The website/shop and/or email templates are not considered non-conforming (1) because of aspects that can only be assessed subjectively, (2) because of minor defects that do not reasonably stand in the way of operational or productive use of the website/shop and/or email templates, or (3) if the Client itself failed to supply the required content.
4. Unless otherwise agreed in writing, Starline Development is not obliged to maintain or manage the website/shop and/or email templates, or the tools required for this.
5. Should the Client enter into a maintenance, management, or service agreement, it is entered into for a minimum term of 12 months. The agreement is tacitly renewed for the same term and under the same conditions, unless terminated in writing at least 2 months before expiry.
6. Starline Development bears no responsibility or liability for the use or exploitation of the website/shop it builds. It is the Client's sole responsibility to ensure that the website/shop and/or email templates delivered by Starline Development comply, and continue to comply, with all applicable laws and regulations. Starline Development is not a party to any online or other payment contracts the Client concludes, and is therefore equally not liable for technical shortcomings arising from those.
7. The foregoing paragraphs apply correspondingly to assignments given to Starline Development to adapt or upgrade existing websites/shops and/or email templates.

15 Domain Name Registration & Hosting

1. Where Starline Development handles domain name registration, it is applied for by Starline Development in the Client's name. Starline Development does not warrant that an application for a domain name will actually be granted. Starline Development accepts no liability or responsibility for the content, composition, and/or use of the domain name. The Client indemnifies Starline Development against third-party claims in this regard.
2. Starline Development is not obliged to host on a dedicated server and is entirely free in the manner in which it provides hosting. Starline Development is not responsible for the Client's infrastructure.
3. Hosting by Starline Development does not mean that Starline Development accepts any responsibility or liability for the content and operation of the website/shop it hosts. The Client remains solely responsible and liable for this at all times, and indemnifies Starline Development against third-party claims, including claims relating to intellectual property rights or privacy legislation.
4. Only if agreed in writing and in advance does the hosting agreement also include the provision of back-up, failover, and recovery services. Starline Development accepts no liability for these not functioning, functioning incorrectly, or not functioning fully.
5. The Client is obliged to adequately secure its systems and infrastructure and to keep proper, up-to-date anti-virus software in operation at all times.
6. The hosting agreement is entered into for a minimum term of 12 months. It is tacitly renewed for the same term and under the same conditions, unless terminated in writing at least 2 months before expiry.
7. See Article 16 regarding optimisation.
8. When transferring domain names, all outstanding amounts must be paid in full.

Domain Name Transfers

A request to transfer a domain name will only be processed once all outstanding invoices and other financial obligations of the Client have been fully settled. Until full payment has been received, Starline Development reserves the right to withhold the transfer code (Auth-/EPP code) and to suspend cooperation with the domain transfer, to the extent permitted under the rules of the relevant registry or registrar.

16 Search Engine & Optimisation

1. Starline Development will make maximum effort, during the term of the agreement, to achieve and (continue to) maintain an optimal position on the Google search engine. However, Starline Development guarantees no result under any condition, nor is it liable for (damage resulting from) that result, nor for any direct or indirect damage that is or may be caused. To realise the position referred to above, the Client grants Starline Development a power of attorney as referred to in Article 3:62(2), last sentence, of the Dutch Civil Code, and shall provide Starline Development, upon first request, with free and unconditional access to the CMS system and FTP data.
2. To achieve a top position as referred to in paragraph 1, Starline Development is authorised, entirely at its own discretion and without requiring prior consultation with or express consent from the Client (this excluding Article 7:402 of the Dutch Civil Code), to take any measures or actions it deems necessary.
3. Should the Client terminate its optimisation subscription with Starline Development, Starline Development will immediately cease its work without being liable to the Client for any damage it may have suffered as a result.
4. Should the Client host the website/shop elsewhere than with Starline Development, and Starline Development requires access for this purpose, Starline Development cannot be held liable for shortcomings/defects in that website/shop arising from its work.
5. The optimisation agreement is entered into for a minimum term of 12 months. It is tacitly renewed for the same term and under the same conditions, unless terminated in writing at least 2 months before expiry.

01 General

1. Terms defined in the General Data Protection Regulation (hereinafter: "GDPR") have the meaning given to them in the GDPR.
2. When processing personal data, the Client may be designated as controller, or, if the Client processes personal data on behalf of a third party, as processor. Starline Development fulfils the role of processor or sub-processor, depending on the capacity in which the Client processes the personal data.

02 Purposes of Processing

1. Starline Development undertakes to process personal data on the Client's instructions, under the terms of the Agreement. Processing will take place solely in connection with performance of the Agreement, plus purposes reasonably related to it or determined by further agreement.
2. Given the nature of the Services, Starline Development will, under the Agreement, process personal data of all categories of data subjects stored through use of the Services, or otherwise provided to Starline Development for processing via the Services. Where special categories of personal data are processed through use of the Services, the Client must notify Starline Development of this in advance, and the Parties will assess in consultation whether additional measures need to be taken.
3. Starline Development has no control over the purpose and means of processing personal data. Starline Development does not make independent decisions about the receipt and use of personal data, disclosure to third parties, or the duration of storage.
4. The Client warrants that, where required under the GDPR, it will keep a register from 25 May 2018 onward regarding the data processing carried out under the Agreement. The Client indemnifies Starline Development against all claims relating to non-compliance, or improper compliance, with this obligation.

03 Allocation of Responsibility

1. The Parties will ensure compliance with applicable privacy laws and regulations. Permitted processing will be carried out by Starline Development within a (semi-)automated environment.
2. Starline Development is solely responsible for the processing of personal data under the Agreement in accordance with the Client's instructions and the Client's express (final) responsibility.
3. Starline Development is not responsible for any other processing of personal data, including but not limited to collection of personal data by the Client, processing for purposes not communicated by the Client to Starline Development, or processing by third parties or for other purposes. Responsibility for such processing rests with the Client.
4. The Client warrants that the content, use, and instruction to process personal data are not unlawful and do not infringe any third-party right. The Client indemnifies Starline Development against all third-party claims arising from failure to comply with this warranty.

04 Obligations of the Parties

1. With respect to processing carried out under the Agreement, Starline Development will ensure compliance with the conditions imposed by the GDPR on the processing of personal data by Starline Development in its capacity as processor.
2. Starline Development will, upon the Client's first request and within a reasonable period, inform the Client of the measures it has taken regarding its obligations under the GDPR and any other applicable privacy laws and regulations.
3. Starline Development will, to the extent within its power, provide assistance to the Client for the purpose of carrying out a data protection impact assessment ("DPIA"). Reasonable costs incurred or to be incurred by Starline Development in connection with this assistance will be reimbursed by the Client.
4. Starline Development's obligations under this agreement also apply to those who process personal data under Starline Development's authority, including employees.

05 Transfer of Personal Data

1. Starline Development processes personal data in countries within the European Union. The Client additionally consents to processing of personal data in countries outside the European Union, subject to the applicable laws and regulations.
2. Starline Development will, upon request, inform the Client to which country or countries the personal data is transferred.

06 Engaging Sub-Processors

1. The Client hereby consents to Starline Development engaging third parties (sub-processors) in connection with the data processing referred to in the agreement. Starline Development will, upon request, inform the Client which sub-processors have been engaged.
2. Should Starline Development intend to engage new sub-processors for processing personal data, it will inform the Client in advance. The Client then has two weeks to object in writing to Starline Development's intention. If the Client does not object within that two-week period, the Client is deemed to have agreed.
3. Should the Client object within the aforementioned period to Starline Development's intention to engage a new third party, both Parties will make efforts to reach a reasonable solution through consultation. If the Parties cannot reach agreement on Starline Development's intention, Starline Development is entitled to engage the new third party, and the Client is entitled to terminate the Agreement as of the date the new third party is engaged.

07 Security

1. Starline Development will make efforts to take 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). Starline Development has taken the measures set out on its website.
2. The Client decides for itself which personal data is processed by Starline Development and only makes personal data available to Starline Development for processing once it has satisfied itself that the security measures it requires have been implemented.

08 Data Breaches

1. In the event of a breach involving personal data, Starline Development will make its best effort to inform the Client without delay, and no later than within 72 hours, so that the Client can assess whether to inform the supervisory authorities and/or data subjects. Starline Development will make its best effort to provide complete, correct, and accurate information.
2. A breach involving personal data means: a breach of security that accidentally or unlawfully leads to the destruction, loss, alteration, or unauthorised disclosure of, or unauthorised access to, transmitted, stored, or otherwise processed personal data.
3. The Client will ensure compliance with any (statutory) reporting obligations. Where required by law or regulation, Starline Development will cooperate in informing the relevant authorities and, where applicable, data subjects.
4. The reporting obligation in any case includes reporting the fact that a breach has occurred, as well as, to the extent this information is available:

1. the (suspected) cause;
2. the (currently known and/or expected) consequence;
3. the (proposed) solution;
4. contact details for follow-up on the report;
5. who has been informed (such as the data subject themselves and/or the supervisory authority); and
6. what measures have already been taken.

09 Requests from Data Subjects

1. Should a data subject direct a request concerning their personal data to Starline Development, Starline Development will forward the request to the Client. Starline Development may inform the data subject of this.
2. Starline Development will provide the Client with reasonably possible, necessary cooperation in handling the request. Should it appear that the Client needs Starline Development's help in fulfilling a data subject's request, Starline Development may charge costs for this.

10 Confidentiality

All personal data that Starline Development receives from the Client, or itself collects in performing the Agreement, is subject to a duty of confidentiality towards third parties. Starline Development will not use this information for any purpose other than that for which it was obtained, unless it has been rendered in a form that cannot be traced back to data subjects. This duty of confidentiality does not apply:

1. insofar as the Client has given express consent to provide the information to third parties;
2. where disclosure to third parties is logically necessary for performance of the Agreement;
3. where a statutory obligation exists to provide the information to a third party; or
4. where personal data is provided to third parties acting in their capacity as processor.

11 Audit

1. The Client has the right to have an audit performed by an independent expert third party bound by confidentiality, to verify compliance with everything directly connected to this.
2. The audit will only take place after the Client has requested and reviewed Starline Development's available comparable relevant audit reports, and provides reasonable grounds that nonetheless justify a Client-initiated audit. Such an audit is justified where Starline Development's available comparable audit reports provide no, or insufficient, assurance regarding compliance with this Agreement.
3. A Client-initiated audit will take place no sooner than four weeks after prior notice, and no more than once per calendar year.
4. Starline Development will cooperate with the audit and make available all information reasonably relevant to it, as well as its staff.
5. Findings resulting from the audit will be assessed by the Parties in consultation. Following this, changes will or will not be implemented by one of the Parties or jointly by both Parties.
6. All costs of the audit, including costs incurred by Starline Development, are for the Client's account.

12 End of the Agreement

Following termination of the Agreement, Starline Development will delete the personal data received from the Client as soon as possible, unless the Parties agree otherwise or any statutory obligation precludes this.