General Terms and Conditions of Complain.biz

Date: 23 June 2017

Version: 1.1

Complain.biz is a platform that allows Complainants to make known a complaint that they have about an Organisation. Organisations can then respond to those complaints. In order to optimise the user-friendliness of Complain.biz insofar as possible, and to avoid and resolve disputes where necessary, Complain.biz relies on these General Terms and Conditions. Read them carefully so that you are aware of the rules that apply and can make maximum use of the service.

1. Definitions

The following definitions apply to these Terms and Conditions:

complain.biz: the website
User: Complainant or Organisation.
Complainant: a natural person or legal entity using the Service.
Organisation: a natural person or legal entity that has taken out a Subscription Service with Complain.biz and the business about which complaints have been submitted by one or more Users and published through the Website.
Service: the service “Complain.biz” with which it is possible for the User to post complaints about an Organisation and to publish them through the Website. In addition, the Organisation can also manage and respond to the complaints.
Subscription Service: the Connect or Interact subscription. The specific details of the Subscription Service are set out on the Website.
Connect: the free subscription that enables the Organisation to obtain access to the name and address details of the User and to respond to the complaints that have been submitted.
Interact: a paid subscription with extra options, supplementary to the Connect subscription, for instance automatic notification of new complaints.
Website: all web pages in the Complain.biz domain, including subdomain names.
General Terms and Conditions: these terms and conditions.

Article 2. General provisions on the content of the Service

Complain.biz is offered without any guarantee of – or entitlement to – accuracy. No rights whatsoever may be derived from the content of Complain.biz
Complain.biz is entitled to alter or remove content at any time without notice.
Complain.biz does not guarantee that the Service will function at all times without disruptions and/or interruptions. Complain.biz reserves the right to carry out maintenance and if necessary to take Complain.biz offline for that purpose, without being obliged to pay any form of compensation to the User.
It is forbidden to use automated processes or software to download Complain.biz or a substantial part thereof or to do anything that may harm the proper functioning of Complain.biz
In order to be able to use the Service, a User first needs to register through the Website. During registration, the User will agree to these General Terms and Conditions and be assigned an account. That account can be used to manage the Service. The specific functions of the account are described on the Website. Complain.biz is permitted to change the functionalities of the Service or Subscription Service without the Organisation then being permitted to terminate the agreement for the Subscription Service or to demand compensation.
Complain.biz is permitted to display advertisements on the Website. These may include advertisements that are geared towards the complaint and may compete with the services of Organisation(s).

Article 3. Complain.biz procedure

The User determines which information (complaints and responses to them) will be stored and/or exchanged using the Service. Complain.biz will have no knowledge of that information. The User will therefore be responsible for ensuring that the information in question is lawful and does not infringe the rights of third parties. Complain.biz accepts no liability whatsoever for information stored and/or exchanged using the Service or for the content of complaints. The User indemnifies Complain.biz against third party claims based on the allegation that the information stored and/or exchanged by the User using the Service is unlawful.
If Complain.biz is aware or realises that information stored and/or exchanged by the User using the Service is unlawful, Complain.biz will act immediately in order to delete that information or block access to it. In such a case Complain.biz also reserves the right to block the User’s information or to render it invisible to the public. This will be done at the discretion of Complain.biz. Complain.biz will never be liable for any loss/damage arising from such action.
In the event of suspected fraud or misuse of the Service, Complain.biz will be entitled to hand over the User’s personal data to the competent authorities.
The User will send Complain.biz immediate notification electronically of any changes in their name, e-mail addresses and other data that is relevant for the performance of the Service by Complain.biz. The aforementioned data may be processed through the Service.
The User shall refrain from unauthorised use of the Service and will conduct themself in accordance with what Complain.biz is entitled to expect from a User of the Service acting with due care.
The Organisation is not permitted to grant more users (the number of webcare accounts) access to the Service than was stated upon conclusion of the agreement.
If Complain.biz believes that a threat is posed to the functioning of the computer systems or network of Complain.biz or third parties and/or to the services provided through a network, Complain.biz will be entitled to take all action that it considers to be reasonably necessary to avoid that threat or prevent it from materialising.
Notwithstanding its other rights under the law or the agreement, Complain.biz reserves the right to suspend its obligations to the User if the User acts or is reasonably suspected to be acting in breach of the provisions of these General Terms and Conditions, without Complain.biz being obliged to pay any form of compensation or restitution for the Service.

Article 4. Term and termination

The agreement with the Organisation will be concluded for a period of twelve months. Thereafter the agreement will continue to be extended automatically for the same period unless notice of termination is given. Following registration, the agreement with the Complainant will be concluded for an indefinite period and may be terminated by Complain.biz at any time.
The agreement between Complain.biz and the Organisation may be terminated by either party in writing or by e-mail with due observance of a notice period of one (1) month, without reasons or justification for such termination being required. Termination by the Organisation will only be definitive once confirmed by Complain.biz by e-mail.
Following termination or dissolution of the agreement with the User, Complain.biz will not delete the data from the website. This will in any case include but not be limited to: the complaints lodged, the User’s personal data and responses to those complaints.
In the event of dissolution or termination within the meaning of the aforementioned articles, the following obligations will continue to exist after the agreement ends:
– outstanding claims/payments (article 5);
– liability (article 6);
– intellectual property rights (article 7).

Article 5. Prices and Payment

All prices on the Website, brochures, quotes and other materials are subject to misprints and calculation errors. No liability is accepted for the consequences of misprints and calculation errors.
The Organisation will owe Complain.biz the fee stated in the offer (quote) from Complain.biz for use of the Service. All invoices shall be paid by the Organisation within thirty days after the invoice date by transferring the invoice amount into the Complain.biz bank account.
Complain.biz may require advance payment for the Service by means of direct debit. The Organisation shall grant Complain.biz the necessary authorisation. If the Organisation is unable to do so, Complain.biz will be entitled to charge an additional fee.
If the direct debit collection fails, the Organisation will be notified and Complain.biz will be entitled to charge the Organisation an administration fee of 25 euros.
The Organisation agrees to electronic invoicing by Complain.biz
If the Organisation does not make payment within 30 days after the invoice date, Complain.biz will be entitled to block the Organisation’s account and other services or agreements taken out with Complain.biz, either temporarily or otherwise.
Complain.biz is permitted to increase its prices by a maximum of 5% per year without the Organisation being entitled to terminate the agreement.
In the event of failure to pay on time, the Organisation will owe – in addition to the amount due and the interest that has accrued on it – full payment of both judicial and extrajudicial collection costs, including fees for lawyers, bailiffs and debt collection agencies.
The claim for payment will be due immediately if the Organisation is declared bankrupt, applies for a moratorium on payments or the Organisation’s entire assets are attached, the Organisation ceases to exist and if it enters liquidation or is dissolved.
In the aforementioned cases Complain.biz will also have the right to terminate or suspend performance of the agreement or any part of it that has not yet been performed without notice of default or judicial intervention being required and without the Organisation being entitled to any form of compensation for loss/damage arising as a result.

Article 6. Liability

Complain.biz shall never be liable for any indirect losses incurred by the User or by third parties, including consequential loss, loss of complaints and data, or losses resulting from publication thereof and non-pecuniary losses.
For each incident (whereby an interconnected series of incidents shall be treated as a single incident), the liability of Complain.biz to the User on any basis whatsoever shall never exceed the amount of the most recent invoice subject to a maximum of €100 (in words: 100 euros) per year excluding VAT.
The User indemnifies Complain.biz against all third party claims on any basis whatsoever relating to compensation for loss/damage, costs or interest in connection with this agreement and/or the Service.
The previous paragraphs of this article shall not apply if and insofar as the loss/damage in question was caused by deliberate intent or gross negligence on the part of Complain.biz.

Article 7. Intellectual property rights

Every User will respect the intellectual property rights of Complain.biz. The right to reproduce, distribute and/or publish protected content on Complain.biz is reserved to Complain.biz or its licensors. The User is only permitted to carry out acts reserved to Complain.biz or its licensors insofar as is strictly necessary for visiting and using Complain.biz lawfully and normally.
The User grants Complain.biz a non-exclusive and transferable licence to publish on the Website information/content posted by the User on the Website.
The User indemnifies Complain.biz against all claims arising from infringements of third party rights committed by the User using Complain.biz or from breaches of these General Terms and Conditions.
If Complain.biz has secured the software by means of technical protection, that security protection must not be removed or circumvented.

Article 8. Personal Data

Complain.biz processes the personal data of visitors and Users in accordance with the Privacy Statement published on Complain.biz
On Complain.biz there are also links to the web pages of third parties. Those third parties have their own way of treating personal data. Complain.biz is not liable for the privacy policy of those third parties.
The Complainant agrees that the Organisation shall have access to their name and address details and the Organisation may contact the Complainant in order to resolve the complaint.
The Organisation shall only use the Complainant’s name and address details to contact the Complainant in relation to the complaint(s). The Organisation is not permitted to process that data in its own systems for advertising and marketing purposes. In the event of a breach by the Organisation in this connection, Complain.biz will be entitled to charge an immediately payable penalty of 5000 euros without prejudice to the right of Complain.biz to claim compensation.

Article 9. Amendments to terms and conditions

Complain.biz reserves the right to amend or supplement these General Terms and Conditions.
Amendments shall also apply to agreements that have already been concluded. An amendment will only take effect 30 days after notification thereof in an electronic newsletter. Amendments that are of minor importance may be implemented at any time.
If the User does not want to accept an amendment to these General Terms and Conditions, they may terminate the agreement.

Article 10. Final Provisions

The Agreement is governed by Dutch law.
Complain.biz is permitted to assign the rights and obligations arising from the agreement with the User to a third party.
Insofar as not stipulated otherwise by legal rules from which no deviation is permitted, all disputes that may arise as a result of the Agreement shall be submitted to the competent Dutch court in Amsterdam.
Partial Nullity

If a provision of the agreement and/or these General Terms and Conditions proves to be null and void, that nullity will not affect the validity of the agreement/General Terms and Conditions as a whole. In that event the parties will agree on one or more replacement provisions that match the intention of the original agreement and/or General Terms and Conditions insofar as is legally possible.