Terms and conditions

Created on 2 June, 2024Information • 10 minutes read

This is the license agreement (version 01 June 2024) between the user of the software provided by ShopQRcode.com | Prompt media. Before using the software, the customer should read these provisions. By using and/or installing the software or update, the customer agrees 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:

  1. ShopQRcode:
    Visiting address (By appointment only): ShopQRcode | Prompt media, Papaverweg 34, 1032 KJ  Amsterdam, Netherlands  
    Postal address: ShopQRcode | Prompt media, Postbus 56907, 1040 AX Amsterdam, Netherlands    
    ShopQRcode.com is a company registered with the Chamber of Commerce under KvK number 01086975 (the Netherlands). 
  2. Customer: is any individual or entity that uses the software provided by ShopQRcode;
  3. Software: the software provided by ShopQRcode to the customer to create static, dynamic QR codes and barcodes;
  4. Website: https://ShopQRcode.com

Article 2 - Intellectual Property Rights

2.1 All intellectual property rights with respect to the software, including but not limited to the patents, copyrights, trademarks, masked works, rights with respect to the design, and trade secrets directly relating to the software or related thereto, belong exclusively to ShopQRcode. The customer shall not engage in any activities with respect to the software that affect such intellectual property rights. The customer will not acquire any rights with respect to the software other than the limited use rights specified in this license 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 bound to immediately notify ShopQRcode of such claim in order to enable ShopQRcode to oppose such claim at its expense. In the event that a third party claims that its intellectual property rights are infringed by the software, the customer agrees to cooperate with any opposition. ShopQRcode is also entitled to replace the software or part thereof in order to undo the claimed infringement.

Article 3 - License

3.1 In accordance with this license agreement, ShopQRcode grants the customer a non-transferable, non-exclusive right to use the software developed by ShopQRcode, as well as all related documentation and any updates, new versions, and so on. Translation, adaptation, modification, derivative or copy thereof, provided that Customer complies with his payment obligation towards ShopQRcode and under the conditions stated in this license agreement.

3.2 ShopQRcode is allowed to take and maintain technical measures to protect its intellectual property rights.

Article 4 - Backup

ShopQRcode will ensure that at regular intervals a complete system backup is made of the data entered in the software.

Article 5 - Warranty

ShopQRcode guarantees that the software, when used in accordance with the applicable instructions, will function in accordance with its documentation. However, ShopQRcode does not warrant that the software will function without defects and interruptions. Should any defects occur, they will be remedied in accordance with Article 7 of this license agreement. The license contains no further warranties, express or implied, by or on behalf of ShopQRcode or any other party granting rights to use the software.

Article 6 - Support and Maintenance Terms

6.1 ShopQRcode will provide online support to customers for the use of the software. ShopQRcode will endeavor to answer questions adequately and within a reasonable time. Should any errors or imperfections be identified in the software, please notify ShopQRcode so that a solution can be provided as soon as possible.

6.2 ShopQRcode will make every effort to limit the inconvenience caused by maintenance, updates and improvements to the software. If possible, we will inform the customer in a timely manner. In the event that the software is temporarily unavailable for an unacceptably long period, the customer shall not be entitled to damages or any other form of compensation.

Article 7 - License Fee

TFor the use of the software ShopQRcode, the customer may choose to subscribe or pay a one-time fee, with the QR code remaining valid for the duration of the subscription. The subscription is invoiced on a monthly or annual basis, with a one-month notice period. Please refer to the website of ShopQRcode (www.shopqrcode.com/plan) for the current price. 

Article 8 - Price changes

8.1 ShopQRcode reserves the right to change the prices of the subscription for the use of the software annually. ShopQRcode will inform the customer in writing or by email two months before the change takes effect.

8.2 ShopQRcode reserves the right to change the prices of 1 Dynamic QR code and bundles at any time. However, any price changes will not affect bundles that have already been purchased.

8.3 If the client does not accept the price change, the client may terminate the agreement prematurely by the day on which the change takes effect. To do so, the client must provide written or email notice to ShopQRcode within one month after ShopQRcode informed the customer of the price change. The customer is not authorized to dissolve the agreement if the price increase results from a legal provision or regulation.

Article 9 - Duration of the License Agreement, Termination and Administration Costs

9.1 The license agreement is entered into for the time corresponding to the billing period. The agreement will be extended by the same period each time until the time of termination.

9.2 Cancellation must be made via www.shopqrcode.com or in writing via email by the end of the license agreement, subject to a notice period of one month.

9.3 If the customer terminates the agreement and/or no longer pays the fee for the use of the software, the customer is no longer entitled to the use of the software.

Article 10 - Payment, Administration and Collection Costs

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

10.2 If the customer has not complied with the payment request included in the second reminder ShopQRcode sent to the customer, ShopQRcode will send the customer a reminder and € 25, - excl. VAT for administration costs will be charged to the customer.

10.3 In the event of late payment, the customer shall be liable for the outstanding amount, interest accrued thereon, and all costs associated with the collection process, including legal fees, bailiff fees, and collection agency fees.

10.4 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, or the customer goes into liquidation or is dissolved, the claim for payment shall be immediately due and payable.

10.5 In the event that the invoice amount is not paid within two months of the invoice date, ShopQRcode reserves the right to block access to the software, preventing the customer from using it. ShopQRcode will notify the customer in advance of the blocking. Once all outstanding payments by the customer have been made, the blocking will be lifted.

Article 11 - Termination of the Agreement

11.1 ShopQRcode reserves the right to terminate the license agreement at any time without judicial intervention in the event that the customer requests suspension of payment or is declared bankrupt.

11.2 Either party may terminate the license agreement in whole or in part without recourse to the courts by sending a registered letter to the other party if the other party fails to fulfill its obligations under the license agreement and the failing party, despite written notice of default from the aggrieved party, still fails to fulfill its obligations under the license agreement within a reasonable period. If it is beyond doubt that the breaching party can no longer fulfill its obligations under the license agreement, a notice of default may be omitted.

Article 12 - Consequences of Termination

Upon termination or dissolution of the license agreement, the customer is obliged to refrain, in any way whatsoever, from all that he is entitled to under this license agreement, including but not limited to the use of the software, with immediate effect as of the date of termination.

Article 13 - Obligations of the Customer

13.1 The customer shall ensure that the software is not misused at all times. In the event of unauthorized use of the software, the customer shall inform ShopQRcode immediately of all relevant facts and circumstances.

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

13.3 The customer shall ensure the proper functioning of their equipment used to access and use the software.

13.4 The customer is not allowed to use the software in such a way that it may cause damage to the software and/or third parties or cause a disruption in availability.

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

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

Article 14 - Liability and Statute of Limitations

14.1 ShopQRcode shall not be liable for any damages resulting from the use of incorrect and/or incomplete data provided by the customer. This exclusion shall not apply in the event that ShopQRcode was aware of the inaccuracy or incompleteness of the data.

14.2 ShopQRcode shall not be liable for any damages resulting from the customer's failure to fulfill their obligations under this license agreement or under applicable law..

14.3 With the exception of cases of intent or gross negligence on the part of ShopQRcode, the liability of ShopQRcode, in any capacity, towards the customer or towards third parties claiming through the customer, is limited to compensation for direct damage up to the amount of the last invoice paid by the customer in respect of the software.

14.4 ShopQRcode shall never be liable for indirect or consequential damages, including loss of or damage to data or loss of revenue, profit or turnover.

14.5 Any damage referred to in this article must be reported in writing to ShopQRcode within seven days after its occurrence. Failure to report damage within this period will result in the exclusion of any claim for compensation.

14.6 ShopQRcode is not liable for any damage caused by third parties when using the software.

14.7 ShopQRcode shall never be liable for damages resulting from events or circumstances beyond its control, which includes:- unavailability, delay in delivery of or failures and defects in information, products or services of third parties;- strikes or labor unrest;- by the government, judicial authority or any other competent body made a decision or issued rules, instructions or orders.

ShopQRcode shall never be liable for damages resulting from events or circumstances beyond its control. Such circumstances include, but are not limited to:

- unavailability, delay in delivery of, or failures and defects in information, products or services of third parties;

- strikes or labor unrest;

- any decision, instruction or order made by the government, judicial authority or any other competent body.

14.8 Regardless of the circumstances, the customer's rights and other powers to take action against ShopQRcode shall expire after one year from the date on which the customer can use these rights and powers against ShopQRcode.

Article 15 - Indemnification

The customer shall indemnify and hold harmless ShopQRcode from and against all damages and costs resulting from claims of third parties against ShopQRcode, which claims result from or are related to the use of the software by the customer or by third parties..

Article 16 - Secrecy

Each party guarantees that all data received from the other party of which one knows or should know that it is of a confidential nature, will remain secret, unless a legal obligation requires disclosure of such data. The party receiving confidential information shall use it only for the purpose for which it was provided.

Article 17 - Miscellaneous Subjects

17.1In the event that any provision of this License Agreement is declared void or non-binding, such declaration shall not affect the remaining provisions. In the event that any provision of this agreement is declared void or non-binding, such provision shall be replaced by a provision or regulation as similar as possible.

17.2 The parties shall endeavor to settle all disputes relating to the implementation of this license agreement in a mutually agreeable manner.

17.3 The Customer agrees to any amendments to provisions in this License Agreement if they become necessary as a result of changes in relevant laws and regulations in the broadest sense.

17.4 This license agreement is governed by Dutch law.

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

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

This processor agreement is attached as an Exhibit.