This is the licence agreement (version dated 23 May 2024) between the user of the software supplied by QRcode-Generator.nl and Prompt Media. Customers should read these terms and conditions before using the software. By using and/or installing the software or update, customers agree to be bound by the terms and conditions of this licence agreement.
Article 1 - Definitions
In this licence agreement, the following terms are used with the following meanings, unless otherwise indicated or apparent from the context:
- QRcode-Generator.nl (hereafter referred to as QRcode-Generator):
Visiting address (by appointment only): QRcode-Generator.nl | Prompt media, Papaverweg 34, 1032 KJ, Amsterdam, The Netherlands;
Postal address: QRcode-Generator.nl | Prompt media, Postbus 56907, 1040AX, Amsterdam, The Netherlands;
Registered: Chamber of Commerce Netherlands number 01086975; - Customer: the customer who uses the software provided by QRcode-Generator
- Software: the software provided by QRcode-Generator to the customer to create static and dynamic QR codes and barcodes.
- Website: https://qrcode-generator.nl
Article 2 - Intellectual property rights
2.1 QRcode-Generator retains exclusive ownership of all intellectual property rights related 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 Client shall not engage in any activities that may infringe such intellectual property rights. The Client shall not acquire any rights to the Software other than the limited rights of use as set out in this Licence Agreement.
2.2 Should a third party claim that their intellectual property rights are being violated by the Software or otherwise, the Client is obliged to immediately inform QRcode-Generator of such a claim, so that QRcode-Generator is able to defend itself against such a claim at the Client's expense. QRcode-Generator reserves the right to replace the Software or part thereof to remedy the alleged infringement.
Article 3 - Licence
3.1 In accordance with the terms of this Licence Agreement, QRcode-Generator grants the Client a non-transferable, non-exclusive right to use the Software developed by QRcode-Generator, in addition to all associated documentation and all updates, new versions, translations, adaptations, changes, derivatives or copies thereof, provided that the Customer fulfils its payment obligations towards QRcode-Generator and under the conditions set out in this Licence Agreement.
3.2 QRcode-Generator reserves the right to take and maintain technical measures to protect its intellectual property rights.
Article 4 - Backup
QRcode-Generator will guarantee that a complete system backup of the data entered in the software is performed at regular intervals.
Article 5 - Warranty
QRcode-Generator guarantees that the Software, when used in accordance with the applicable instructions, will function in accordance with the accompanying documentation. However, QRcode-Generator 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 guarantees, either explicit or implicit, by or on behalf of QRcode-Generator or any other party that grants rights to use the software.
Article 6 - Conditions for support and maintenance
6.1 Support and maintenance for the Software is provided to customers by QRcode-Generator online. Requests for support will be responded to in a timely manner.In the event of errors or defects being discovered in the Software, customers are requested to inform QRcode-Generator as soon as possible so that a solution can be offered with a minimum delay.
6.2 QRcode-Generator will strive to minimise any inconvenience caused by maintenance, updates and improvements to the software, and will do so 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 QRcode-Generator software is available for use on a complimentary basis, offering a limited range of functions. Alternatively, customers have the option of purchasing a subscription, which is billed on an annual basis.The subscription is valid for a period of one year, after which it is automatically terminated unless it is renewed before the end of the subscription period. The current pricing structure can be found on the website; https://qrcode-generator.nl/en/plan
Article 8 - Price changes
8.1 QRcode-Generator reserves the right to change subscription prices at any time, with such changes taking effect immediately for new subscriptions and for existing subscriptions after the subscription period has ended. QRcode-Generator will notify the customer in writing or by email at least two months before implementing 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 carried out in writing or by email within one month after QRcode-Generator has informing the customer of the price change. The customer is not permitted to terminate the agreement if the price increase is due to a statutory provision or regulation.
Article 9 - Duration of the licence agreement, cancellation and administration costs
9.1 The licence agreement is entered into for the time corresponding to the billing period, and the subscription will be automatically terminated at the end of the billing period. To prevent this, the subscription must be extended before termination; otherwise, the subscription will be converted into a free subscription and all subscription-related options will be lost, and available data will also be deleted. The customer will be notified by email 21 days before termination.
9.2 In the event that a customer cancels the agreement and/or stops paying the fee for the use of the software, they will no longer be entitled to use the software.
Article 10 - Payment, administration costs and collection costs
10.1 Payment is to 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 that QRcode-Generator has sent to the customer, QRcode-Generator will send the customer a reminder and the customer will be charged €25 (excl. VAT) in administration costs.
10.3 In the event of late payment, the customer is obliged to pay all 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 if the customer is declared bankrupt, applies for a suspension of payments or if a general attachment is levied against the customer's assets, if the customer dies and also if the customer goes into liquidation or is dissolved.
10.5 If the invoice amount remains unpaid for a period of more than two months from the invoice date, QRcode-Generator reserves the right to block access to the software, preventing the customer from using it. QRcode-Generator will inform the customer of this action in advance. The block will be lifted as soon as all outstanding claims have been settled.
Article 11 - Termination of the agreement
11.1 QRcode-Generator reserves the right to terminate the licence agreement at any time without judicial intervention, provided that the customer has applied for a suspension of payments or has been declared bankrupt.
11.2 Either party may terminate the licence agreement in whole or in part by giving written notice to the other party, provided that the other party has committed a material and culpable breach of the licence agreement and has not remedied this within a reasonable period of time despite written notice of default from the injured party. If it is clear that the violating party will not be able to fulfil its obligations under the licensing agreement, a notice of default may be omitted.
Article 12 - Consequences of termination
In the event of termination or dissolution of the licence agreement, the customer is obliged to refrain from exercising the rights granted to them under this agreement with immediate effect. This includes the use of the software.
Article 13 - Obligations of the customer
13.1 The customer must: ensure that the software is not misused; immediately inform QRcode-Generator of all relevant facts and circumstances as soon as he discovers any unauthorised use of the software.
13.2 Computer equipment is used in the execution of the licence agreement. The customer is responsible for ensuring the correct choice of computer equipment and its timely and adequate availability. QRcode-Generator is not liable for damage or costs resulting from malfunctions or non-availability of this computer equipment.
13.3 The customer is responsible for the proper functioning of his equipment used to access and use the software.
13.4 The customer is prohibited from using the software in a way that could damage the software and/or third parties or that could result in an interruption of availability.
13.5 The customer is responsible for the use and correct application of the software in their organisation and for following any instructions and/or advice from QRcode-Generator.
13.6 If the customer has not fulfilled their obligations as stated in this article, all resulting costs will be charged to the customer.
Article 14 - Liability and limitation
14.1 QRcode-Generator accepts no liability for damage of any kind if the Client provides incorrect and/or incomplete information, unless this inaccuracy or incompleteness would have been known to QRcode-Generator.
14.2 QRcode-Generator is not liable for damages of any kind caused by the Customer's failure to fulfil his obligations under this Licence Agreement or the law.
14.3 Except in cases of intent or gross negligence on the part of QRcode-Generator, its liability for any reason towards the customer or third parties making claims through the customer is limited to compensation for direct damages up to the amount of the last invoice paid by the customer for the software.
14.4 QRcode-Generator is not liable for indirect or consequential damages, including loss of or damage to data or loss of income, profit or sales.
14.5 Any damage as referred to in this article must be reported to my company in writing within 7 days of its occurrence.Damage that is not reported within this period is not eligible for compensation.
14.6 QRcode-Generator is not liable for damage resulting from the use of the software caused by third parties.
14.7 QRcode-Generator is not liable for damage resulting from events or circumstances beyond its control, including but not limited to: - unavailability, delays in the delivery of, or disruptions and defects in the data, products or services of third parties; - strikes or labour unrest; - decisions made by or rules, instructions or orders issued by the government, judicial authority or another competent authority.
14.8 Rights of action and other powers of the customer on whatever basis against QRcode-Generator shall in any case expire after the lapse of one year from the moment that an event occurs that the customer can use these rights and/or powers against QRcode-Generator.
Article 15 - Indemnification
The customer agrees to indemnify and hold harmless QRcode-Generator for any damages or costs incurred as a result of claims made by third parties against QRcode-Generator. These claims must be related to or result from the use of the software by the customer or third parties.
Article 16 - Confidentiality
Each party agrees to protect the confidentiality of all 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 exclusively for the purpose for which it was provided.
Article 17 - Miscellaneous
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 Licence Agreement is declared void or unenforceable, this provision shall be replaced by a provision or rule that resembles it as closely as possible.
17.2 The parties will attempt to settle all disputes regarding the implementation of this Licence Agreement amicably.
17.3 The Client agrees to all changes to the conditions of this Licence Agreement that may be necessary as a result of changes to relevant legislation and regulations in the broadest sense of the word.
17.4 This Licence Agreement is governed by Dutch law.
17.5 All disputes between the Client and QRcode-Generator will be submitted to the competent court in the district where QRcode-Generator has its registered office.
17.6 A data processing agreement with additional guarantees regarding the processing and security of personal data forms an integral part of the agreements between the Client and QRcode-Generator.nl | Prompt.
This data processing agreement is attached as an Appendix.