Terms of Service

Summary

You subscribe to our services for a specific term (annual, half-yearly, quarterly, or monthly), and your subscription expires at the end of term and will be automatically renewed, if recurring purchase option has been kept enabled.

If you have canceled a recurring purchase, your subscription will not be automatically renewed.

You can upgrade or downgrade the level of our services at any time of your usage. In both cases, the previous remaining advance payment (if any and calculated on a pro-rata basis) will be adjusted by increasing the period of the new subscription accordingly.

If you wish for a refund, a decision will be made on a case-to-case basis.

If you stop using our services in between the term, we will refund the fees paid by you for the remaining term.

If your plan expires, we will retain your data for a maximum period of one (1) year. Upon failure to renew your subscription within this period, it is possible that we remove all data from your account.

You can also request to suspend your account and payments for the future for a period of maximum one year. In such a case, we will suspend your account and retain your data for a maximum period of one year.

If you wish to cancel or delete your account, notify us at least 15 days before end of your term (via an email to help@qrcode-koala.com or through product dashboard). Upon cancellation, your data is deleted from our servers.

We may modify the terms at any point of time.

Terms of service

This agreement is entered between LA FÁBRICA LTD. a company registered in United Kingdom, and the payer or/and the recipient of services hereunder as identified as part of the subscription process for LA FÁBRICA LTD. Services hereinafter called as “Customer”,

Whereas Customer and LA FÁBRICA LTD. both hereby agree to the terms & conditions hereinafter mentioned;

Therefore by clicking “I agree”, ordering and/or using LA FÁBRICA LTD.’ services, Customer agrees to be bound by all of the terms and conditions of this agreement (hereinafter referred to as the agreement):

Scope of Service

Product’s application interface (the “Generator”, “Saved QR Codes”, “Leads”, “Analytics”, “Advanced Settings”, “QR Code Generation API”, “QR Code Management API”). The service is hosted at a domain managed by LA FÁBRICA LTD.

Product’s data collection and content delivery network.

Support offered by LA FÁBRICA LTD. primarily via email address help@qrcode-koala.com and other customer support channels.

Free Trial Account

If you register for a free trial account of the Service, we will make the Service (on a limited basis) available to you free of charge until the start date of your subscription or expiry of the free trial. If we include additional terms and conditions on the free trial account registration web page, those will apply as well.

In the free trial account (i) the Service is provided “as is” and without warranty of any kind, (ii) we may suspend, limit, or terminate the Service for any reason at any time without notice, and (iii) we will not be liable to you for damages of any kind related to your use of the Service.

Lawful use of the services

Customer hereby agrees to use the services of LA FÁBRICA LTD. only in authorized manner as per terms of services/ package selected. In case it is found that use of services violates the terms of this agreement or any other law, rule or regulation enacted by the concerned authorities from time to time, LA FÁBRICA LTD. reserves its right to terminate the agreement with immediate effect.

LA FÁBRICA LTD.’s responsibilities, representations, and warranties

Agreements

In the performance of Services, LA FÁBRICA LTD. agrees to:

Perform the Services to the best of its ability and with the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances;

Liaise with Customer through Customer’s coordinator on matters related to the Services;

Notify Customer, whenever practicable, if expenses beyond the agreed charges may be incurred;

Invoice Customer according to the terms of this Agreement and the applicable Service Schedule for the Services performed; and

Proceed according to Customer’s reasonable instructions for the disposition of Customer’s Data and supplies on the termination of any Service Schedule.

Reasonable Attempts to Correct Errors on Notice

LA FÁBRICA LTD. warrants that it will at its expense make commercially reasonable attempts to correct any errors for which LA FÁBRICA LTD. is directly and solely responsible by rerunning the Service, provided that the Data necessary to correct such errors is available to LA FÁBRICA LTD.; or at LA FÁBRICA LTD.’ option provide a credit to Customer equivalent to the charge that would have been applicable for correcting that portion of the Service that is in error, such credit will be only for errors due solely to malfunction of a system or Software provided by LA FÁBRICA LTD. or any error made by LA FÁBRICA LTD.’ personnel in the performance of the Service.

To obtain the rerun Service or the credit, Customer must notify LA FÁBRICA LTD. in writing of such errors within fifteen (15) days of receipt of the Services believed to contain the errors.

Customer’s responsibilities, representations, and warranties

Agreements

Customer Agrees To

Provide all necessary Data and any special forms or other required materials or information to LA FÁBRICA LTD. on schedule or in a timely fashion to enable LA FÁBRICA LTD. to provide the Services;

Ensure the accuracy, legibility, and completeness of all Data supplied to LA FÁBRICA LTD. and be solely responsible for the results obtained from Customer’s use of any of the Services;

Liaise with LA FÁBRICA LTD. through a coordinator. Customer will identify, on matters related to the Services and authorize that coordinator to make decisions on behalf of Customer in relation to the implementation of this Agreement and the Services and any changes thereto;

Comply with LA FÁBRICA LTD.’ security and operating procedures (as may be revised or amended by LA FÁBRICA LTD. from time to time) when Customer’s employees or agents are interfacing with LA FÁBRICA LTD. installed systems;

Control, and be responsible for the use of, account information, user ids and passwords related to the Services and, when interfacing with LA FÁBRICA LTD. installed systems;

Customer Representations and Warranties

Customer represents and warrants to LA FÁBRICA LTD. that: (a) the information Customer has provided for the purpose of establishing an account with LA FÁBRICA LTD. is accurate, and (b) Customer has complied with and will continue to comply with all applicable privacy laws and has obtained and will continue to obtain the requisite privacy consents in the collection and use of all information that may be collected on any website or maintained on any server hosted by LA FÁBRICA LTD.

Customer represents and warrants that the Customer is legally capable to enter into contract and in case Customer is acting on behalf of some business entity, Customer is duly authorized to enter into agreement on behalf of the entity Customer is representing. Customer also represents and warrants that the Customer is not a competitor of LA FÁBRICA LTD.,

Term, termination, and suspension of service

Initial Term

The initial subscription term shall begin on the effective date of your Subscription and expire at the end of the period selected during the subscription process.

Termination by Customer

Customer may terminate this Agreement before the end of the Term without liability (except for amounts due for Services provided up to the effective date of the termination) if “LA FÁBRICA LTD.” (a) fails to provide the Services in accordance with the terms of this Agreement, such failure causes material harm to Customer and “LA FÁBRICA LTD.” does not cure the failure within ten (10) business days of receipt of notice in writing from Customer describing the failure in reasonable detail; or (b) materially violates any other provision of this Agreement and fails to cure the violation within thirty (30) days of receipt of notice in writing from the Customer describing the violation in reasonable detail.

Termination by “LA FÁBRICA LTD.”

“LA FÁBRICA LTD.” may terminate this Agreement before the end of the Term without liability (a) on seven (7) business days’ notice to Customer if Customer is overdue on the payment of any amount due under this Agreement; (b) if Customer materially violates any other provision of this Agreement and fails to cure the violation within ten (10) days’ notice in writing from “LA FÁBRICA LTD.” describing the violation in reasonable detail; or (c) immediately on written notice upon Customer becoming insolvent or bankrupt within the meaning of the Bankruptcy and Insolvency Laws.

Following termination

It is agreed that in case of termination, the fees owed to LA FÁBRICA LTD. as per this agreement will not be canceled or waived. Customer’s data and account settings shall be irrevocably deleted within thirty (30) days from the date of termination. It shall be Customer’s exclusive responsibility to secure all necessary data from Customer’s account prior to termination.

Suspension of Service

LA FÁBRICA LTD. will be entitled to suspend the Service without liability if (a) LA FÁBRICA LTD., acting reasonably, believes that the Service is being used in violation of this Agreement or any applicable law; (b) Customer is in breach of any material term of this Agreement including, without limitation, failing to pay invoiced amounts in full within the Due Date.

The Customer will not be able to access any files on LA FÁBRICA LTD.’ servers during a suspension of Service. LA FÁBRICA LTD. will use commercially reasonable efforts to give the Customer advance notice in writing of a suspension of Service unless a law enforcement or governmental agency directs otherwise or suspension without notice is necessary to protect LA FÁBRICA LTD. or its other customers. A suspension of Service under this subsection will not be considered a breach by LA FÁBRICA LTD. of the terms of this Agreement.

Term of suspension and retention of data

LA FÁBRICA LTD. shall keep the account of the customer suspended for the reasons stated above for a maximum period of one (1) Year, thereafter the account stands deleted and customers data/information shall be deleted from the database of LA FÁBRICA LTD. But on special request and on being assured by the customer about resumption of services, LA FÁBRICA LTD. may extend the period of suspension and retain the data/information for further specified period of time as agreed.

Renewal of Term

The paid subscription and this Agreement will automatically renew, if the recurring purchase option has been kept enabled. If you have canceled a recurring purchase, your subscription will not be automatically renewed.

LA FÁBRICA LTD. stores your payment information via its payments provider to Checkout.

Fees, Billing, Taxes, Charges

Fees

The fees set forth in the order form created at the outset of “Customer’s” account shall be effective for the Initial Term, provided that LA FÁBRICA LTD. shall have the right to revise these fees at any time upon thirty (30) days written notice to the Customer. In the event that Customer does not agree with such fee revision, Customer shall have the right to terminate this Agreement upon thirty (30) days written notice, provided that such notice of termination must be received within thirty (30) days of date of notice of the fee increase.

Billing and Payment Arrangements

LA FÁBRICA LTD. will bill Customers on an annual/quarterly/half yearly/monthly or any other mutually agreed period basis for all recurring fees (refer the link for payment/subscription plans). One‐time fees, including late payment fees, invoice processing fees, and returned check fees may occur at any time. All requests for refunds will be dealt with on a case-to-case basis. Invoices/payments are irrevocably deemed final and accepted by Customer unless disputed or sought clarification within thirty (30) days from the date of issue. Customer shall at all times provide and keep current and up‐to‐date Customer’s contact, credit card, if applicable, and billing information on the administrative control panel.

Payment by Credit Card/ Wire Transfer/Cheque/PayPal/Stripe

For payment LA FÁBRICA LTD. shall only provide an electronic invoice to the Customer. Customers may view and print an invoice for the Customer’s account. A request can be made for a PDF version of the invoice by sending an email to help@qrcode-koala.com . If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable at the beginning of the Initial Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party. LA FÁBRICA LTD. can allow any other mode of payment on special requests and circumstances of the Customer.

Taxes

Customer acknowledges that all applicable taxes, duties or government levies whatsoever are included in the fees and expenses charged under this Agreement.

Modification of terms and conditions

LA FÁBRICA LTD. may update, amend, modify or supplement the terms and conditions of this Agreement from time to time and will use reasonable efforts to notify Customer regarding the same. Customer is responsible for regularly reviewing the most current version of this Agreement at any time at QR KOALA code terms and conditions.

If at any time Customer does not agree with any amendment, modification or supplement to the terms and conditions of this Agreement, Customer may terminate this Agreement according to the terms of this Agreement. Customer’s continued use of Customer’s account and/or the services after the notice period will be conclusively deemed to be acceptance by Customer of any such modifications or amendment.

Limited warranty: Limitation of damages

LA FÁBRICA LTD. provides services “as is”. Customer expressly agrees to the use of LA FÁBRICA LTD. services are at Customer’s sole risk. LA FÁBRICA LTD. and its subsidiaries, affiliates, officers, employees, agents, partners, vendors and licensors expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Customers hereby agree that the terms of this agreement shall not be altered due to custom or usage or due to the parties’ course of dealing or course of performance under this agreement.

LA FÁBRICA LTD. and its subsidiaries, affiliates, officers, employees, agents, partners, vendors and licensors shall not be liable for any direct, indirect, incidental, special, punitive or consequential damages, including but not limited to damages for lost profits, business interruption, loss of programs or information, and the like, that result from the use or inability to use the services or from mistakes, omissions, interruptions, deletion of files or directories, errors, defects, delays in operation, or transmission, regardless of whether LA FÁBRICA LTD. has been advised of such damages or their possibility.

Customer agrees that Customer’s sole remedy for any claims regarding the Services is limited to the credits set forth and agreed as per tariff plan opted by the Customer.

Customer is fully responsible for the content of the information and data passing through LA FÁBRICA LTD. ‘s network or using the Services and for all activities that Customers conduct with the assistance of the Services.

Software and intellectual Property rights

Ownership of Intellectual Property Rights

All Intellectual Property Rights, including any Software, owned by a party, its licensors or subcontractors as at the effective date of this Agreement shall continue to be owned by such party, its licensors or subcontractors and, except as expressly provided in this Agreement, the other party shall not acquire any right, title or interest in or to such Intellectual Property Rights.

LA FÁBRICA LTD. shall own all right, title and interest in and to any materials created or developed by LA FÁBRICA LTD. or its subcontractors for its internal use or for assisting Customer in the provision of the Services and Customer shall own all right, title and interest in and to any Intellectual Property Rights resulting or based on any work product created or developed exclusively for Customer under this Agreement if fully paid for by Customer.

Trademarks

The Company name, the terms QR KOALA, LA FÁBRICA LTD., and all logos and artwork associated with the foregoing terms, and all other product and service names, designs, and slogans appearing on our Sites are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on the Sites are the trademarks of their respective owners.

Right to use logo

The customer agrees to let LA FÁBRICA LTD. use their organization’s logo in LA FÁBRICA LTD.’s customer list and at other places on its website (including but not limited to QR KOALA, promotional materials, social media pages, and other marketing platforms).

In case a customer wants to withhold its consent on the right of QR KOALA to use its logo, you can contact our customer support at help@qrcode-koala.com

License of Customer Software and Intellectual Property

Customer agrees to grant to LA FÁBRICA LTD., solely for LA FÁBRICA LTD.’s provision of the Services, a license during the Term to use any Intellectual Property Rights, including any Software, owned by or licensed to Customer by third parties and that is necessary for providing the Services to Customer and otherwise performing its obligations under this Agreement.

With respect to any Intellectual Property Rights and Software used by LA FÁBRICA LTD. to provide the Services, Customer represents and warrants that: (a) Customer is either the owner of such Intellectual Property Rights or Software or is authorized by its owner to include it under this Agreement; and (b) LA FÁBRICA LTD. has the right during the Term to use such Intellectual Property Rights and Software for the purpose of providing the Services to Customer as contemplated by this Agreement.

No Assurance of Compatibility

Customer acknowledges that LA FÁBRICA LTD. makes no representation, warranty or assurance that the Customer’s equipment and Software will be compatible with LA FÁBRICA LTD.’s equipment, Software and systems or the Services.

Confidentiality

LA FÁBRICA LTD. will not use any of Customer’s Confidential Information except in connection with the performance of the Services or the exercise of its rights under this Agreement and will take all reasonable precautions to maintain the confidentiality of Customers Confidential Information and to prevent the unauthorized disclosure to others of the Confidential Information. LA FÁBRICA LTD. shall implement industry standard security procedures, such as appropriate firewall, encryption and access security measures but shall not be liable for damages caused to Customer by inadvertent breaches of confidentiality.

LA FÁBRICA LTD. shall only disclose the Confidential Information to those of its employees and permitted agents and subcontractors who have a need to know and require access to the Confidential Information as may be reasonably necessary in the exercise of LA FÁBRICA LTD.’s rights and performance of the Services under this Agreement. Notwithstanding anything to the contrary in this Agreement, LA FÁBRICA LTD. will not be required to keep confidential, and may use or license without restriction, any ideas, concepts, know-how or techniques related to information processing which are developed by LA FÁBRICA LTD. in the performance of Services.

Notwithstanding the foregoing, LA FÁBRICA LTD. shall be permitted to: (i) monitor Customer’s use of the Services; (ii) report to the appropriate authorities any conduct by Customer (or Customer’s customers or end users) that LA FÁBRICA LTD. reasonably believes violates any applicable law, (iii) provide any information, including Confidential Information, required by law or regulation to be disclosed, or in response to a formal or informal request from a law enforcement or government agency; and (iv) disclose that LA FÁBRICA LTD. is providing the Services to Customer and may include Customer’s name in promotional materials including press releases and on LA FÁBRICA LTD.’s website.

Indemnification

Customers shall indemnify, defend and hold harmless LA FÁBRICA LTD. (and its subsidiaries, affiliates, officers, employees, agents, partners, mandatories, vendors and licensors) of any and all Claims (including third party Claims) arising as a result of or in relation to any breach of this Agreement or fault by Customer, or in relation to any activities conducted by Customer through the Services, or otherwise in relation to “Customer’s” products or services.

Governing Law

This Agreement shall be governed by, solely and exclusively, and construed in accordance with the laws of United Kingdom. Customers agree, in the event any claim or suit is brought in connection with this Agreement, it shall be brought to the exclusive jurisdiction and venue of the courts of United Kingdom. In any action to enforce this Agreement, including, without limitation, any action by LA FÁBRICA LTD. for the recovery of fees due hereunder, Customer shall pay reasonable attorney’s’ fees and costs in connection with such action.

Severability

In the event that any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any of the other provisions of this Agreement, and this Agreement shall be construed as if such provision(s) had never been contained herein, provided that such provision(s) shall be curtailed, limited, or eliminated only to the extent necessary to remove the invalidity, illegality, or unenforceability.

Waiver

No waiver by LA FÁBRICA LTD. of any breach by Customer of any of the provisions of this Agreement shall be deemed a waiver of any preceding or succeeding breach of this Agreement. No such waiver shall be effective unless it is in writing signed by the parties hereto, and then only to the extent expressly set forth in such writing.

Assignment

Customers may not assign or transfer this Agreement or any rights or obligations hereunder, in whole or in part, except with the prior written consent of LA FÁBRICA LTD. LA FÁBRICA LTD. may assign or transfer this Agreement, or any rights or obligations hereunder, in whole or in part: (i) to an affiliate of LA FÁBRICA LTD., (ii) in connection with a merger, amalgamation or sale of all or a substantial part of the business of LA FÁBRICA LTD., or (iii) for financing, securitization or other similar purposes, which assignments and/or transfers shall operate novation and discharge LA FÁBRICA LTD. hereunder. A change of control of Customer shall be deemed to be an assignment and transfer hereunder and shall be governed by the requirements of this provision.

The terms and conditions along with privacy policy with all references, constitutes the sole and entire agreement of the parties to this agreement with respect to the subject matter contained herein, and supersedes all prior terms and conditions which were agreed by the Customer.

Get in touch with us

If you have any questions about this Terms and Conditions including any requests to exercise your legal rights, please contact us via email at help@qrcode-koala.com