Terms and Conditions

Created on 29 December, 2024 • Information • 10 minutes read

This is the license agreement (version dated 23 May 2024) between the user of the software provided by ShopQRcode.com and Prompt Media. Customers should read these terms before using the software. By using and/or installing the software or update, customers agree to be bound by the terms of this license agreement.

Article 1 - Definitions

In this license agreement, the following terms are used in the following meanings unless otherwise indicated or the context indicates otherwise:

ShopQRcode.com:
Visiting address (by appointment only): ShopQRcode.com | Prompt media, Papaverweg 34, 1032 KJ, Amsterdam, Netherlands;
Postal address: ShopQRcode.com | Prompt media, PO Box 56907, 1040AX, Amsterdam, Netherlands;
Registered with the Chamber of Commerce in the Netherlands: number 01086975;
Customer: the customer who uses the software provided by ShopQRcode.com;
Software: the software provided by ShopQRcode.com to the customer to create static, dynamic QR codes and barcodes.
Website: https://shopqrcode.com

Article 2 - Intellectual Property Rights

2.1 ShopQRcode.com retains exclusive ownership of all intellectual property rights relating to the Software, including but not limited to patents, copyrights, trademarks, masked works, design rights and trade secrets directly related to or associated with the Software. The Customer shall not engage in any activity that may infringe such intellectual property rights. The Customer does not acquire any rights in the Software other than the limited rights of use set out in this Licence Agreement.

2.2 In the event that a third party claims that its intellectual property rights are infringed by the Software or otherwise, the Customer is obliged to notify ShopQRcode.com immediately of such claim, in order to enable ShopQRcode.com to defend against such claim at the Customer's expense.ShopQRcode.com reserves the right to replace the Software or any part thereof in order to remedy the alleged infringement.

Article 3 - Licence

3.1 In accordance with the terms of this Licence Agreement, ShopQRcode.com grants the Customer a non-transferable, non-exclusive right to utilise the Software developed by ShopQRcode.com, in addition to all associated documentation and any updates, new versions, translations, adaptations, modifications, derivatives or copies thereof, provided that the Customer fulfils its payment obligations to ShopQRcode.com and subject to the conditions stipulated in this Licence Agreement.

3.2 ShopQRcode.com reserves the right to adopt and maintain technical measures to protect its intellectual property rights.

Article 4 - Backup

ShopQRcode.com will ensure that a complete system backup of the data entered into the software is made periodically.

Article 5 - Warranty

ShopQRcode.com guarantees that the Software, when used in accordance with the applicable instructions, will function in accordance with the accompanying documentation. However, ShopQRcode.com does not guarantee that the Software will operate without errors or interruptions, and any defects in the Software will be remedied in accordance with Article 7 of this Licence Agreement. Please note that the licence contains no other warranties, either express or implied, by or on behalf of ShopQRcode.com or any other party granting rights to use the software.

Article 6 - Support and maintenance conditions

6.1 ShopQRcode.com will provide online support to customers regarding the use of the Software. ShopQRcode.com will endeavour to respond to requests in a timely manner. In the event that errors or defects are discovered in the Software, customers are requested to notify ShopQRcode.com as soon as possible so that a solution can be provided with minimal delay.

6.2 ShopQrcode endeavours to keep any inconvenience caused by maintenance, updates and improvements to the software to a minimum. We will endeavour to notify the customer in a timely manner where possible. Please note that customers are not entitled to damages or other forms of compensation in the event of the software being unavailable.

Article 7 - Licence fee

The ShopQRcode.com software is available for use on a complimentary basis, offering a limited range of features. Alternatively, customers have the option of purchasing a subscription, which is billed on an annual basis. The subscription period extends for a period of one year, after which it will automatically terminate unless it is renewed prior to the end of the subscription period. The current pricing structure can be found on the ShopQRcode.com website (www.shopqrcode.com/plan).

Article 8 - Price changes

8.1 ShopQRcode.com reserves the right to alter subscription prices at any time, with such changes taking effect immediately for new subscriptions and for existing subscriptions after the subscription period. ShopQRcode.com will notify the customer in writing or by email at least two months prior to the implementation of any such changes.

8.2 In the event that the customer does not accept the price change, they have the right to terminate the agreement before the day on which the change takes effect. This termination must be made in writing or by e-mail within one month of ShopQRcode.com informing the customer of the price change. The customer is not permitted to dissolve the agreement if the price increase is due to a legal provision or regulation.

Article 9 - Duration of the license agreement, termination and administration costs

9.1 The licence agreement is entered into for the time corresponding to the billing period. After the billing period, the subscription is automatically terminated To avoid this, the subscription must be renewed before termination. Otherwise, the subscription will be converted to a free subscription and all subscription-related options will be lost. Available data will also be deleted. The customer will be informed 21 days before termination by e-mail.

9.2 In the event that a customer cancels the agreement and/or ceases to pay the fee for the use of the software, they will no longer be entitled to use the software.

Article 10 - Payment, administration and collection costs

10.1 Payment is to be made within 14 days of the invoice date.

10.2 In the event that the customer has not complied with the payment request included in the second reminder that ShopQRcode.com has sent to the customer, ShopQRcode.com will send the customer a reminder and $25 (excl. VAT) will be charged to the customer for administration costs.

10.3 In the event of late payment, the customer is obliged to pay in full both extrajudicial and judicial collection costs, including the costs for lawyers, bailiffs and collection agencies.

10.4 The claim for payment is immediately due and payable in the event that the customer is declared bankrupt, applies for a moratorium or a general attachment is levied on the customer's assets, the customer dies and furthermore, if the customer goes into liquidation or is dissolved.

10.5 Should the invoice amount remain unpaid for a period exceeding two months from the invoice date, ShopQRcode.com reserves the right to block access to the software, preventing the customer from utilising the software. Prior to implementing this action, ShopQRcode.com will provide advance notification to the customer. The blocking will be lifted once all outstanding claims have been settled

Article 11 - Termination of the agreement

11.1 ShopQRcode.com reserves the right to terminate the license agreement at any time without the need for judicial intervention, provided that the customer has requested the suspension of payment or has been declared bankrupt.

11.2 Either party may terminate the License Agreement in whole or in part by providing written notice to the other party, provided that the other party has committed a material and imputable breach of the License Agreement and has not rectified this, despite receiving written notice of default from the aggrieved party, within a reasonable timeframe. If it is clear that the breaching party will be unable to fulfil its obligations under the license agreement, a notice of default may be omitted.

Article 12 - Consequences of termination

In the event of termination or dissolution of the license agreement, the customer is obliged to refrain from exercising any of the rights granted to them under this agreement with immediate effect. This includes the use of the software.

Article 13 - Customer Obligations

13.1 The customer must: ensure that the software is not misused; inform ShopQRcode.com immediately of all relevant facts and circumstances as soon as he discovers unauthorised use of the software.

13.2 Computer equipment will be used in the execution of the license agreement. The customer is responsible for the correct choice and the timely and adequate availability thereof. ShopQRcode.com shall not be held liable for damages or costs resulting from malfunctions or unavailability of this computer equipment.

13.3 The customer is responsible for the proper functioning of their equipment used to access and use the software.

13.4 The customer is prohibited from using the software in a manner that may cause damage to the software and/or third parties or result in a disruption in availability.

13.5 The customer is responsible for the use and proper application of the software in their organisation, and for observing any instructions and/or advice given by ShopQRcode.com.

13.6 If the customer has not fulfilled their obligations expressed in this article, then all costs resulting therefrom shall be borne by the customer.

Article 14 - Liability and prescription

14.1 ShopQRcode.com will not accept liability for damages of any kind, in the event that the customer provides incorrect and/or incomplete information, unless such inaccuracy or incompleteness would have been apparent to ShopQRcode.com.

14.2 ShopQRcode.com is not liable for damages of any kind caused by the Customer's failure to fulfil its obligations under this License Agreement or under the law.

14.3 Except in cases of willful misconduct or gross negligence on the part of ShopQRcode.com, the liability of ShopQRcode.com, on any ground whatsoever, towards the customer or towards third parties who make claims through the customer, is limited to the compensation of direct damage up to a maximum of the amount of the last invoice paid by the customer in respect of the software.

14.4 ShopQRcode.com will not be held responsible for indirect or consequential damages, including loss of or damage to data or loss of income, profit or turnover.

14.5 Any damage as referred to in this article must be reported in writing to ShopQRcode.com within 7 days of its occurrence.Damage not reported within this period will not be eligible for compensation.

14.6 ShopQRcode.com is not liable for damages arising from the use of the software caused by third parties.

14.7 ShopQRcode.com shall not be held liable for damages resulting from events or circumstances beyond its control, including but not limited to:- unavailability, delays in the delivery of, or failures and defects in information, products or services of third parties;- strikes or labour unrest;- decisions taken or rules, instructions or orders issued by the government, judicial authority or any other competent body.

14.8 Rights of action and other powers of the customer for whatever reason towards ShopQRcode.com expire in any case after the expiration of 1 year from the moment a fact occurs that the customer can use these rights and/or powers towards ShopQRcode.com.

Article 15 - Indemnification

The customer agrees to indemnify and hold ShopQRcode.com harmless for any damages or costs resulting from claims by third parties against ShopQRcode.com. These claims must be related to or arise from the customer's or third parties' use of the software.

Article 16 - Confidentiality

Each party agrees to protect the confidentiality of any data received from the other party that is or should be considered confidential, unless disclosure is required by law. The party receiving confidential information shall use it solely for the purpose for which it was provided.

Article 17 - Miscellaneous subjects

17.1 In the event that any provision of this Licence Agreement is declared void or unenforceable, this shall not affect the validity of the remaining provisions. If any provision of this Agreement is declared void or unenforceable, such provision shall be replaced by a provision or rule as similar as possible

17.2 The parties shall endeavour to settle amicably all disputes relating to the performance of this Licence Agreement.

17.3 The Customer consents to any amendments to the terms of this Licence Agreement which may be required by changes in relevant laws and regulations in the broadest sense.

17.4 This Licence Agreement is governed by Dutch law.

17.5 All disputes between Customer and ShopQRcode.com shall be submitted to the competent court in the district where ShopQRcode.com is located.

17.6 A processing agreement containing additional safeguards regarding the processing and security of personal data is an integral part of the agreements between the Customer and ShopQRcode.com | Prompt.