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;
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
2.3 QR Panel Pro hereby explicitly waives the applicability of any general terms and conditions on the part of the User.
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.
4.3 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.
a. be misleading;
b. be of a commercial nature;
c. contravene any applicable legislation or regulations;
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.
4.7 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
6.5 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.
7.4 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;
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.
8.9 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.
9.5 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
10.5 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.
This document was last updated on January 23, 2013