1. Agreement: the agreement between Shop2Mobi and User, on which these General Terms and Conditions are applicable.
2. Availability: the availability of the Service in terms of whether the Service can be actually be accessed by User and End-User (eg. the consumer).
3. Credit: a prepaid credit that can be redeemed by creating campaigns within the Service.
4. End-User: person using the service by scanning the QR Code and being redirected by Shop2Mobi to a URL that User has specified.
5. Emergency Maintenance: maintenance and/or upgrades that cannot wait due to reasons of security, malfunctioning or unavailable parts of the system.
6. General Terms and Conditions: these general terms and conditions.
7. Maintenance Window: the time which is used to perform maintenance to the Service, maintenance will be notified by Shop2Mobi to User four (4) Working Days in advance.
8. User: the company using the Service, also the other party in the Agreement.
9. Shop2Mobi: the company offering the Service to User , registered at the Dutch chamber of commerce under number 56001428, and any successor thereof.
10. Service: the online service “Shop2Mobi” which can be reached under the URL http://app.shop2mobi.com.
11. Service Window: the period of time in which the Service should be Available defined as the maximum amount of time within a calendar month, subtracted thereof the Maintenance window and subtracted thereof the amount of time used for Emergency Maintenance.
12. Working Day: Monday till Friday, except for Dutch national holidays.
13. Data: all data gathered by Shop2Mobi regarding the use of the platform by User and End-User, such as amount of scans, geographical locations, hyperlink destinations, product URL’s, dates & times of scans and positions & locations of QR Codes.
2. Payment and duration
1. User can make use of the Service by acquiring Credits and/or by acquiring a subscription. If User acquired a subscription, the User will have unlimited access, in a way that the User can create an unlimited amount of campaigns and an unlimited number of Instant QR Codes. This all unless otherwise agreed upon.
2. Credits are valid for one (1) year after purchase. A subscription can be terminated with a notice period of at least ten (10) Working Days before the end of a calendar month.
3. Termination of the subscription is fulfilled by User adjusting their account in the Shop2Mobi platform or by an e-mail to email@example.com.
4. If the Service is acquired together with a shop (“prepaid + shop”), User acknowledges that the for the shop an agreement is entered into with a partner of Shop2Mobi, and that the general terms and conditions of the partner are applicable to that agreement. Shop2Mobi makes sure, that during ordering those terms and conditions are also made available for User.
5. If a payment for a subscription bounces or is reversed, Shop2Mobi is entitled to suspend the account of User, and therefore suspend the access to the Service, without being liable for any damages.
6. Shop2Mobi is entitled to terminate the Service any given moment. In that case Shop2Mobi ensures that the QR Codes created are accessible for at least the period as set out in paragraph 2 of this article.
1. Shop2Mobi postulated some terms to make sure that the experience for all Users is as pleasant as possible. Shop2Mobi is entitled to suspend or remove an account of a User, in case the User does not adhere to these terms. These terms are set out in the following paragraphs of this article. If noncompliance results in an offence, Shop2Mobi is entitled to report that offence to the authorities.
2. User is not allowed to use Shop2Mobi and its infrastructure in a way that results in damage for third parties, or results in a complete or partial unavailability or otherwise malfunctioning of the service.
3. User is not allowed to access the Service by using the account credentials of third parties, by using forged credentials nor by circumvent any technical security measures, regardless whether these measures are adequate or not.
4. User is not entitled to distribute viruses nor other software within the Service with unwanted results like trojans, worms and backdoors.
5. User is not entitled to use the Service to send unsolicited messages (spamming).
6. User is not entitled to use the Service to create hyperlinks to illegal content or misguide End-User to a URL different to the proposed or presented URL.
7. User will administer the credentials to use the Service given by Shop2Mobi as a good administrator. If User has the suspicion that the credentials are in the possession of a third party, User notifies Shop2Mobi immediately.
8. It is not allowed to act in noncompliance with any law or regulation.
9. Shop2Mobi is entitled at any time to discontinue the Service without being liable to compensate nor to indemnify for damages.
10. Shop2Mobi is entitled to anonymously use and aggregate the Data gathered from User and End-User. Shop2Mobi is also entitled to publish or sell this Data or results derived from the Data to third parties and use the Data.
4. Intellectual property rights
1. The intellectual property rights regarding the Service are vested in Shop2Mobi or its licensors.
2. All mentioned trade names or registered trademarks are vested in Shop2Mobi or the respective owners.
5. Service level and penalties
1. Shop2Mobi warrants that the Service has an Availability of at least 99% (ninety nine percent) a calendar month during the Service Window. If this service level is not met, User is entitled to a 50 Credits in the next month after the month in which the service level was not met.
2. If User acquired a subscription, User is entitled to 10% of the monthly fee agreed upon (amount V.A.T. excluded), in case the service level is not met. This discount will be set off against the amounts due for next calendar month.
3. User is only entitled to Credits or the discount as mentioned above, if User claims its Credits or discount within five (5) calendar days after the calendar month in which the service level was not met.
4. The penalty as set out in paragraph 1 and paragraph 2 is a contractual penalty in accordance with article 6:91 of the Dutch Civil Code.
6. Notice and take down
If User acts in noncompliance regarding the rights of third parties, these third parties have the right to request Shop2Mobi to modify or delete infringing links or material and to provide them with the personal data of the User. User hereby gives Shop2Mobi permission to do so in such a case.
7. Liability and indemnification
1. Shop2Mobi is, without prejudice to other remedies as set out in these General Terms and Conditions, not liable for any attributable shortcoming, nor for any other shortcoming (based on tort for example), unless the shortcoming is due to willful misconduct or conscious recklessness of the top level management of Shop2Mobi.
2. User accepts the functionality of the Service “as is”. Furthermore User accepts that the functionality of the Service can be subject of unilateral change.
3. User warrants that the entered data is valid and true. User indemnifies Shop2Mobi for possible claims regarding non valid or untrue data, specifically for claims of tax authorities claiming sales tax and/or V.A.T.
8. Transfer of rights and obligations
1. Shop2Mobi is entitled to transfer its rights and obligations out of this Agreement to a third party. This is especially allowed in case of a transfer due to a change of legal entity, transfer of Shop2Mobi as a company or merger of Shop2Mobi. User hereby grants its permission therefor. A possible transfer is without prejudice to any right of User under the Agreement.
2. Without prior permission of Shop2Mobi, User is not allowed to transfer the rights and obligations under the Agreement to a third Party. The permission can by subject to additional stipulations.
9. Governing law and disputes
1. The Agreement is governed by the laws of the Netherlands.
2. Disputes should be settled between User and Shop2Mobi as much as possible. If such is not possible the dispute can be subjected to the court of Rotterdam. Unless the dispute can be subjected to a subdistrict court (“Rechtbank Sector Kanton”), in that case one of the parties is allowed to subject the dispute to by law assigned subdisctrict court. In that case, the subdistrict court is exclusively allowed to take notice of the dispute.