These Terms of Use (“Terms of Use”) apply to the use of the Service (as defined below). Please read these Terms of Use carefully so that you know what your rights and obligations are when you use the Service. By using the Service in any way whatsoever, and by clicking “Ik ga akkoord” (I agree) during the registration process of your account, you enter into the agreement with QR Panel Pro for the use of the Service and you thereby accept being bound to these Terms of Use, and become a User (as defined below). If you do not want to become a User, do not click “I agree” and do not access and/or use the Service. The Terms of Use are available for print or download.
Article 1 Definitions
The following terms shall have the following meaning:
Account means a personal section for use of the Service created on the Website by User when User signs in for the Service;
Confidential Information means any confidential, proprietary, or business secret information, technology or process owned by or in the possession of QR Panel Pro, relating to the business of QR Panel Pro, or to the organization, implementation or operation of its business, products, and Service (including Data but excluding Public Data), in any form, including written and electronic documents or otherwise reasonably to be understood as confidential (regardless of its form) including, without limitation, all statements, contracts or agreements, designs, specifications, drawings, reports, documentation, technology, software, knowledge, know-how disclosed by QR Panel Pro to User with the exception of information: (i) previously known to User free of any obligation to keep it confidential; (ii) which has been or is subsequently made public without any breach of these Terms of Use; or disclosed by any third party that is not subject to any confidentiality obligation to a Party to the these Terms of Use in respect of that information, or (iii) disclosed by any third party that is not subject to any confidentiality obligation to a party to these Terms of Use in respect of that information;
Data means the data provided by QR Panel Pro to the User through the Service, which results from QR Panel Pro’s proprietary and confidential analysis of QR Code scan history.
QR Panel Pro means the private limited liability company Yocter B.V., incorporated under the laws of The Netherlands and having its registered office at Hooghiemstraplein 132, (3514 AZ) Utrecht, The Netherlands, registered at the Chamber of Commerce with number 30270927;
Intellectual Property Rights means all the intellectual property rights including but not limited to rights such as copyrights, database rights, domainnames, trademark rights, patents, model rights, trade name rights and neighboring rights as well as the rights to know-how, as valid anywhere in the world;
Login Code means the login code(s), key(s), or any other type of password of the User for access and/or use of the Third Party API’s and/or the System(s);
Password means the password to access User’s Account;
Service means the online tool available at http://dashboard.statilizer.com, or any other URL QR Panel Pro may provide from time to time, by which QR Panel Pro provides Data to the User on its Account.
User means the developer of a Developer Application that entered into the agreement with QR Panel Pro for use of the Service;
Username means the name or alias chosen by User under which User signs in to the Service;
Website means the website of QR Panel Pro https://qrpanelpro.nl, or any other URL QR Panel Pro may provide from time to time;
Article 2 Applicability
2.1 These Terms of Use are applicable to any use of the Service by User.
2.2 The User must comply with these Terms of Use and all laws that are applicable to the use of the Service.
2.3 QR Panel Pro hereby explicitly waives the applicability of any general terms and conditions on the part of the User.
2.4 Any deviations from these Terms of Use shall only be valid if these have been expressly agreed upon by QR Panel Pro in writing.
Article 3 – User’s Account
3.1 In order to be able to use the Service, the User has to create an Account as described on the Website. The User guarantees that the information provided when creating the Account is complete, true and accurate. It is not allowed to create an Account in name of a third party. The User has to submit a Username and Password by which the User can access the Account through the log-in procedure as described on the Website.
3.2 The User is responsible for keeping the Password confidential. The User is liable for all use made of the Service through the Account. As soon as the User knows, or has reasons to assume, that a Username and/or Password has come into the hands of (an) unauthorized third party, the User should inform QR Panel Pro accordingly, notwithstanding the User’s own obligation to take immediate effective measures itself such as for instance changing the Password. The User must inform QR Panel Pro about this in writing.
3.3 QR Panel Pro reserves the right to (partly) amend the Service at any time, including but not limited to amending the Username and/or Password and/or login procedure for the Service, at its own discretion.
Article 4 – Use of the Service
4.1 The use of the Service is entirely for User’s own risk and account.
4.2 At the request of the User and subject to these Terms of Use and any other specific terms that may apply, the Services may include the provision of Data to the User on its account by monitoring QR Code scans.
4.3 The User accepts and agrees that the Service is rendered on an “as is” basis. In particular, the User acknowledges, accepts and agrees that the Service only contains the functionality or specifications at the moment of use of the Service.
4.4 The User is responsible for any activities performed by the User in using the Service, including providing its Login Codes. Notwithstanding the other provisions of these Terms of Use, the activities performed by the User in using the Service, including the provision of Login Codes, shall not:
a. be misleading;
b. be of a commercial nature;
c. contravene any applicable legislation or regulations;
d. contravene these Terms of Use;
e. be otherwise unlawful in any way whatsoever;
f. harm the interests or reputation of QR Panel Pro.
4.5 Any technical facilities required in order to be able to use the Service including, but not limited to, hardware and the availability of an internet connection as well as the costs of their use, will be at the User’s own expense.
4.6 The Service will be in conformity with these Terms of Use if the Service will perform in accordance with Article 4.2, when correctly used. The aforementioned sentence is, however, without prejudice to Article 7 (limitation of liability).
4.7 User’s exclusive remedy and QR Panel Pro’s entire liability for breach of the conformity statement in Article 4.6 is that QR Panel Pro will use its commercially reasonable efforts to correct or provide a workaround for reproducible errors that cause a breach of the conformity statement. If QR Panel Pro is not able to make the Service in conformity with said conformity statement within a reasonable period (taking into account the severity of the error and its impact on the User), User may terminate the granted user rights with regard to the Service, on the basis of Article 8.2.
Article 5 – Payment terms
5.1 To any Services for which a payment is required, the conditions in this article 5 apply.
5.2 All prices are exclusive of VAT and other government levies that have been or are later imposed. Except where agreed otherwise, all applicable prices are in Euro.
5.3 In the event of a periodic payment obligation, QR Panel Pro shall be entitled to adjust the applicable prices and rates in writing subject to advance notice of at least three months. If the User does not wish to agree to this change, the User shall be entitled to terminate the agreement in writing with effect from the date on which the change is due.
5.4 The User shall pay the amounts due in accordance with the payment terms that have been agreed or that are stated on the invoice. If no specific arrangements have been made, the User shall make payment within 15 days after the date of invoice. The User shall not be entitled to suspend any payments or to offset any amounts due.
5.5 If the User fails to pay the amounts due (in a timely manner), statutory commercial interest shall be payable by the User on the outstanding amount without a notification of default being required. If the User still fails to pay the amount owed after receiving a notification of default, QR Panel Pro may refer the debt for collection, in which case the User shall also be obliged to pay all in-court and out-of-court expenses in addition to the total amount due, including all costs charged by external advisors.
Article 6 – Intellectual Property Rights
6.1 The Intellectual Property Rights with regard to the Website, including the texts, images, designs, photographs, software, audiovisual material and other materials on the Website, the Service (including Data), and other materials are vested in QR Panel Pro and/or its licensors. Nothing in these Terms of Use is intended to transfer any Intellectual Property Rights to the User.
6.2 Under the conditions as set out in these Terms of Use, QR Panel Pro grants the User a restricted, personal, revocable, non-exclusive, non-sub-licensable, non-transferable right to use the Service for internal business purposes only.
6.3 The right to use the Service is restricted to what has been described in these Terms of Use. The User shall not perform any acts, which may infringe upon QR Panel Pro’s Intellectual Property Rights. The User acknowledges and accepts that any improper use of files, data and materials protected by QR Panel Pro’s Intellectual Property Rights, infringes on these Terms of Use and on applicable laws.
6.4 It is expressly not allowed to download, copy, change, or make public (parts of ) the Service, or to use the Service for direct or indirect commercial purposes other than internal business purposes or to use the Service for any other purpose than the purposes mentioned in these Terms of Use, unless QR Panel Pro has given its explicit, written, consent thereto.
6.5 It is not allowed to remove, make illegible, hide or change notifications with regard to Intellectual Property Rights.
6.6 In as far as any (intellectual property or other ownership) rights vest in the use of QR Codesthe User grants QR Panel Pro a perpetual, irrevocable, transferrable, royalty free right to use and exploit (including but not limited to the rights to process and/or adapt and/or grant sublicenses) the Data in the broadest way.
Article 7 – Confidentiality
7.1 User hereby acknowledges that the Service provided by QR Panel Pro may contain Confidential Information.
7.2 User will keep in confidence any Confidential Information.
7.3 User shall take the appropriate precautions to ensure that such Confidential Information is only communicated to those persons who are directly involved with regard to the Service on a need to know basis and who are bound by confidentiality obligations similar to those set forth in these Terms of Use. User will impose this obligation of confidentiality also on its employees and third parties it hired for the performance of User’s obligations hereunder.
7.4 It is not allowed to remove, make illegible, hide or change notifications with regard to the confidential nature of the information.
Article 8 – Liability
8.1 The liability of QR Panel Pro, whether based upon breach or tort, is limited to compensating direct damages, up to at most the amount of EUR 50.- per event (a series of connected events considered one event). In no event shall QR Panel Pro’s total and aggregate liability for direct damages exceed EUR 150.-.
8.2 “Direct damage” shall solely mean:
a. reasonable expenses which the User would have to incur to make QR Panel Pro’s performance conform to the Agreement. This alternative damage shall not be compensated, however, if the Agreement is rescinded, as described in Article 9.2;
b. reasonable expenses incurred to determine the cause and scope of the damage, insofar as the determination relates to direct damage within the meaning of these Terms of Use;
c. reasonable expenses incurred to prevent or mitigate damage, insofar as the User demonstrates that these expenses resulted in mitigation of direct damage within the meaning of these Terms of Use.
8.3 QR Panel Pro’s liability for injury or damage through death or bodily injury or because of material damage to objects (in Dutch: “letselschade”) shall never exceed EUR 1,250,000.- (one million two hundred and fifty thousand euros).
8.4 QR Panel Pro’s liability for any other damages than mentioned in Article 8.2 and 8.3, including but not limited to consequential damage, consequential loss, lost profits, lost savings, loss of goodwill, damage through business interruptions, damage ensuing from claims by the User’s customers, mutilation or loss of data, damage relating to the use of objects, materials or software of third parties prescribed by the User for QR Panel Pro, and damage relating to engagement of suppliers prescribed by the User for QR Panel Pro is fully excluded.
8.5 The limitations mentioned in the preceding paragraphs of this Article 8 shall not apply if and insofar as the damage or injury is the result of wilful intent or gross negligence by QR Panel Pro or its board of directors.
8.6 QR Panel Pro’s liability because of an imputable failure to perform the Agreement shall in all cases only arise if the User immediately and properly provides a written notice of default to QR Panel Pro, with a reasonable time period for remedying the failure being given and QR Panel Pro still imputably failing to perform its obligations after that period as well. The notice of default must contain a description of the breach which is as complete and specific as possible, so that QR Panel Pro can respond adequately.
8.7 For any right to damages to exist, the User must always report the damage or injury to QR Panel Pro in writing as soon as possible after it occurs. Any claim to damages against QR Panel Pro shall be extinguished by the mere lapse of 24 months after the claim arises.
8.8 The User indemnifies QR Panel Pro against any and all third party claims on any ground whatsoever in connection with or resulting from User’s use of the Service and/or Data, and/or User’s violation of these Terms of Use or any infringement upon other rights of third parties. More specifically, the User indemnifies QR Panel Pro against any and all third party claims in connection to providing QR Panel Pro with User’s Login Codes for accessing API’s and/or System(s).
8.9 The provisions in this Article shall also apply for the benefit of all legal and natural persons utilised by QR Panel Pro in executing the Agreement.
Article 9 – Term and Termination
9.1 The User is at any time entitled to immediately terminate (in Dutch: “opzeggen”) the use of the Service by written notice to QR Panel Pro.
9.2 Either party is entitled to terminate the use of the Service for cause on the basis of Article 6:265 of the Dutch Civil Code (in Dutch: “Burgerlijk Wetboek”). QR Panel Pro may, however, immediately terminate for cause without a notice of default being required (in Dutch: “ingebrekestelling”) if User fails to meet its obligation under these Terms of Use, more specifically Article 6 and/or Article 7 of these Terms of Use (in Dutch: “niet nakomen”).
9.3 QR Panel Pro may (temporarily) suspend (in Dutch: “opschorten”) the use of the Service, if User acts contrary to the Terms of Use, without prior written notice and without becoming liable towards the User.
9.4 In the event of termination for whatever reason, the Service shall not be undone. However, any and all of the granted rights by QR Panel Pro under these Terms of Use, in particular the right to use the Service (including the Data), shall cease immediately. Confidential Information shall be returned to the owner of such Confidential Information, or shall be destroyed.
9.5 This Article does not exclude other or additional rights and remedies for QR Panel Pro under applicable laws.
9.6 The Parties’ rights and obligations under Articles that by their nature are destined to survive termination or recission of the agreement, shall survive termination or recission of the agreement for the Service.
Article 10 – Miscellaneous
10.1 These Terms of Use and the agreement are governed by and construed in accordance with the laws of The Netherlands.
10.2 All disputes resulting from or arising out of these Terms of Use or the agreement shall exclusively be submitted to the competent court in Amsterdam, The Netherlands.
10.3 These Terms of Use include all the arrangements which the User and QR Panel Pro have made in this respect. These Terms of Use replace all previous arrangements and agreements which User has made or concluded with QR Panel Pro in this respect. Verbal communications, undertakings or arrangements have no legal force unless they have been confirmed in writing.
10.4 QR Panel Pro is allowed to assign any rights and obligations resulting from these Terms of Use to third parties and will inform the User of this. If the User does not accept the assignments of obligations to a third party, the User may discontinue the use of the Service and terminate User’s Account, in accordance with Article 9.1.
10.5 Notwithstanding any legal obligations applicable to QR Panel Pro to retain an agreement for the use of the Website, API User Data and/or Public Data and the Service between the User and QR Panel Pro, QR Panel Pro will not be obliged to keep any archived agreement accessible to User.
10.6 If these Terms of Use are or become party invalid, the User as well as QR Panel Pro continues to be bound to the remaining part. QR Panel Pro will replace the invalid part by clauses which will indeed be valid and of which the legal consequences – considering the contents and purpose of these Terms of Use – correspond as much as possible with those of the invalid part.
10.7 QR Panel Pro may amend, update or supplement these Terms of Use. If any modification to these Terms of Use significantly alters the User’s rights or obligations, QR Panel Pro will notify the User by means of a message on the Service and/or via an e-mail message. Any continued use of the Service by User will subsequently constitute acceptance of the Terms of Use (as amended). If the User does not agree with any amendments, updates or supplements, its only option is to terminate the Account, in accordance with Article 9.1. QR Panel Pro therefore recommends that the User regularly consults the Terms of Use.
This document was last updated on January 23, 2013
