Terms & Conditions

‍Version 1.01
Last revised 1 May 2024

Access to and use of the Website is free of charge and does not require any subscription or registration. However, the contracting of the Services by PINOTQR requires registration of the User and acceptance of the Subscription and Payments terms indicated below.

The identification data of the owner and responsible for the Website are those listed below:

PinotQR Limited
3 Waters Avenue
Blenheim 7272
New Zealand

Email: team@pinotqr.com

Website: pinotqr.com

The express acceptance of these Terms and Conditions when contracting PinotQR’s Services will occur by selecting the option "By registering, I accept the terms and conditions" found on the register page and implies full and unreserved adherence to these Terms and Conditions, in the version published at the time of initiating the process of contracting the Services.

Please read these Terms and Conditions carefully before using the services offered by PINOTQR from the Website. PINOTQR reserves the right to change or revise these Terms and Conditions at any time by posting any changes or a revised Terms and Conditions on the Website.

PINOTQR will alert you that changes or revisions have been made by indicating on the top of these Terms and Conditions the date it was last revised. The changed or revised Terms and Conditions will be effective immediately after the renew or upgrade of the Services contracted as it is established in the Subscription and Payments section below. The express acceptance of any modification of these Terms and Conditions will occur by continuing the use of the Services beyond the date of revision.

These Terms and Conditions do not alter in any way the terms or conditions of any other written agreement you may have with PINOTQR for other products or services. If you do not agree to these Terms and Conditions, please immediately terminate your use of the Website and contact team@pinotqr.com to process the cancellation of access to the Services.

Definitions

the Website
A specialised website and platform, which provides a service to business operators from wine, aromatised wine and spirits.

User
a company whose details are set out in the Registration Form and has agreed to these Terms and Conditions.

Visitors
Individuals, consumer or not, that access the Website and the E-labels generated by the Website without signing up.

Services
The global services provided through the Website that enables Users to share and publish trusted information about their products in an E-label which is accessible through a QR code.

E-label
A specific URL webpage where data concerning a specific product (Data Content) for a specific market is published in one or several languages.

QR code
Short for “Quick Response code”, a type of matrix barcode generated by the Website and pointing to an E-label.

Data Content
Product data expressed as data attributes (whether in the form of text, images or otherwise) provided by the User to PINOTQR and which is published through an E-label for Visitors consultation.

Creation of E-labels
‍The User capacity to access the Website to:

generate a specific URL (including all possible linguistic versions) for a specific market after uploading the relevant data content. For the EU market, the 24 different linguistic versions count as 1 single E-label, and;
generate a QR code that links to the URL.

Maintenance of E-labels
The storage by PINOTQR of data content and its publication in an E-label which is accessible to consumers through the scan of a QR code.

Edition of E-labels
The User capacity to access the Website and:

Edit the data content of their E-labels by modifying or deleting it;
Download the QR code for an existing E-label

Plans
Subscription plans that grant the User the ability for Creation of E-Labels up to the amount stated below:

Free plan: Up to 3 e-labels
10 e-label plan: Up to 10 e-labels
25 e-label plan: Up to 25 e-labels
Unlimited plan: Unlimited e-labels

Inactive E-label
An E-label that is no longer editable and exists in draft state, not accessible to public visitors.

1. Services

The Services provided by PINOTQR under the Website consist of:

Access to specific data models to introduce in a structured way data concerning wines, aromatised wine and spirit drinks products;
Facilitation of the translation of data concerning mandatory consumer information according to EU law introduced into other languages;
Publication of Data Content on E-labels publicly accessible to Visitors; and
Generation of specific QR codes that link to individual E-labels.

Additional Services may be added by the parties through an online service registration process on the Website, or through other written means approved by PINOTQR and the User.

PINOTQR’s obligations in terms of availability and continuity of the Service is based on an obligation of means, PINOTQR implementing its best efforts in order to provide the Service secure or free from error or interruption. Nevertheless, PINOTQR does not represent or warrant that the availability and continuity of the Service will be secure or free from error or interruption, for extreme circumstances of various kinds, including, but not limited to:

Unintentional failures or failures due to other than gross negligence in the data model of PINOTQR or any third party contracted for this purpose.
Maintenance, repair, update or improvement processes. (PINOTQR will make its best efforts to perform maintenance outside peak hours and to inform, by a mention on the website, in advance of any interruption of access to the server, on its own initiative or of which it may be aware)
Force majeure or any other causes beyond the control of PINOTQR, including, without limitation, interruptions or failures in communications or any other causes attributable to third parties.

PINOTQR may temporarily interrupt access to or availability of the Services and/or the Website by the User and/or Visitor, for security reasons or actions aimed at improving its provision or configuration thereof, making modifications to the Services and/or to the Website, including, but not limited to its design, functionalities, and appearance.

2. Subscription & Payments

In consideration for the provision of the Services, Users shall pay PINOTQR the subscription fees in accordance with the Subscriptions section outlined below.

Subscriptions

By using the Service provided by PINOTQR, the User agrees to the subscription terms outlined below.

PINOTQR Services are charged for upfront and on an annual recurring basis. A subscription entitles the User to the Creation of E-labels for the duration of an active subscription.
The User shall pay to PINOTQR, on the day of subscription, the fee corresponding to the selected subscription package. The fee will be paid in accordance with the payment system detailed in Payment processing.
The User must select a Plan that includes a sufficient number of E-labels for the total number of wines they wish to sell into Europe and produced from the 8th of December 2023 onwards.
In this case, a single E-label, whether in draft or published state, counts as one e-label toward the total of the plan allowance.
At any time, the User may choose to upgrade, downgrade or cancel an active subscription as outlined in the Upgrades & downgrades section below.

Upgrades & downgrades

At any time during an active subscription cycle, a User can upgrade their active Plan to a new Plan with a greater allowance of E-labels. The new Plan will come into effect the instant payment for the new subscription has been processed. A new billing cycle will start from the date of upgrade.

The User may also choose to downgrade their current plan if the number of existing E-labels in the User’s account is less than a Plan’s total E-label allowance. PINOTQR does not refund Users for any subscription fees already paid as part of an active plan. The new Plan will renew at the new Plan price one year from the date the User completes the downgrade.

Renewals

The User authorises PINOTQR to automatically charge the payment method on file on the subscription's annual renewal date, the fee corresponding to the selected subscription package.

Failed card payments

The payment method on file may decline due to insufficient customer funds, incorrect card data, fraudulent activity or other reasons.

In the case of a failed card payment, PINOTQR grants the User 14 days to update the payment method on file and complete the renewal payment before the User's account is locked. A locked User account prevents the Creation and Editing of E-labels until the failed card payment has been processed successfully. Upon successful payment, the account will be unlocked and returned to active state.

PINOTQR will treat unpaid accounts beyond the 14 day grace period on a case by case basis and will contact the User to discuss options.

Invoices

PDF Invoices are downloadable from https://app.pinotqr.com/account. Users may also request invoices by contacting team@pinotqr.com.

Payment processing

Payments will be made by Visa or MasterCard or any other payment method that PINOTQR may put in place. Payment processing is provided by third-party service Stripe Inc who securely process subscription payments and store User payment details.

If the User is paying via Credit Card, and agreeing to purchase any Services, the User hereby authorises PINOTQR to automatically charge the User’s stored Credit Card on the same date of each calendar year for the total cost of the Plan at the time of renewal.

Cancellation of Plans

User's can cancel their active subscription to PINOTQR's Services at any time in their Account area. The plan at the time of cancellation will remain active until the last day of the annual billing cycle, at which point any active E-labels and corresponding QR codes will be made inactive and no new plan will be renewed.

At the end of the active plan's cycle:

If more than 3 E-labels still exist, the newest of the total will be made inactive first, with the oldest 3 E-labels remaining active.
Unless the User account is deleted, the account will remain on the Free Plan.
Should the User wish to redirect labels prior to the end of the billing cycle they must contact team@pinotqr.com to arrange redirections according to the section Right to redirection below.

Right to Withdraw

The Client exercises their right of withdrawal by informing PINOTQR of the decision to withdraw by sending an email to team@pinotqr.com expressing the wish to withdraw. PINOTQR will respond within 10 working days to discuss the closure of the account.

PINOTQR does not charge a fee to close an account, and;
PINOTQR will refund the portion of the price of the Services paid for and not used by the User.
Refunds will be made to the payment method held on file within 30 days of cancelling an account.

Redirection of QR code URLs

The User can request existing QR codes to be redirected to new URLs (for example, another E-label service provider) as outlined in the Right to redirection section below.

Redirections for cancelled accounts are free of charge.

Price changes

PinotQR may change the fees charged to the User for the Services at any time, provided that, for Services billed on a subscription basis, the change will become effective only at the end of the then-current billing cycle of your Subscription. PinotQR will provide you with advance notice of any change in fees.

3. Intellectual Property & License

Intellectual property and licence to Users

All the contents of the Website (including, but not limited to, databases, images, drawings, graphics, text files, audio, video, and software) as well as the compilation (understood as the collection, arrangement, and assembly) of all the content are either the property of PINOTQR or are licensed to PINOTQR and are protected by national and international intellectual property laws.

Product, service, and company names appearing in these Terms and Conditions or on the Website are protected as trademarks, brands, or commercial names of PINOTQR or their respective owners. By using the Website, the User is granted a limited, non-exclusive, non-transferable right to use the content and materials on the Website in connection with a normal use of the Website. The User may not copy, reproduce, transmit, distribute, or create derivative works of such content or information without express written authorisation from PINOTQR.

Licence to third parties

Users authorise PINOTQR to grant third parties non-exclusive, non-transferable, non-sublicensable right to directly access the Data Content that has been already published on E-labels on the condition that third party does not:

present, publish or use the Data Content in a manner that is false or misleading.
uses the Data Content in any way which infringes rights of third parties (including Users’ or Designee’s rights) or violates any applicable laws and regulations.
modifies the content of the Data Content in publishing or disseminating such Data Content (unless it has express written authorisation of the User to do so).
publishes or use the Data Content in a manner that implies any endorsement by the User or PinotQR (unless it has expressed written authorisation of the User or PINOTQR to do so).
claims any copyright or other ownership rights to Data Content.
use, sell, sublicense, distribute or otherwise make available the Data Content to third parties, otherwise than as part of a Value-Added Product;

However, PINOTQR is not authorised to disclose to third parties, any information especially with regard to the protection of business secrecy and any relevant business information that PINOTQR have access to, including number and type of wines, volume of products, countries of destination, etc, with the exception of information disclosed to public authorities upon request for reasons of public interest, according to applicable laws and regulations.

Moreover, PINOTQR is not authorised to disclose to third parties any end-user statistical data on consumer behaviour regarding a specific user or category of users (by country, region etc) unless it is explicitly given permission in this sense.

4. Data content responsibility and liability

Users are fully responsible, in their capacities as business operators and/or editors, for all the Data Content rendered available through the E-labels, to Visitors.

PINOTQR will under no circumstances undertake any verification of the Data Content nor certify the accuracy or legality of it. PINOTQR will not be held responsible for:

actions or omissions of Users and Visitors,
the information posted on the Website by Users, their topics, their accuracy, their exhaustiveness and/or their compliance with the applicable regulations or
the compliance of the products presented with the description given. PINOTQR, to the extent permitted by applicable law, will under no circumstances be held responsible for damages or losses suffered by Users and/or third parties because of the content of E-labels.

PINOTQR does not endorse the contents on any third-party websites included by the User in the Data Content. These contents or links to such contents do not imply control or acceptance and/or approval by PINOTQR of the contents or services offered and made available therein. Therefore, the Visitor and/or Users should exercise extreme caution when evaluating and using such links, and PINOTQR shall not be held responsible for the information, data, files, products, services, and any kind of material on the pages accessed through such links and for any damage that may result from Visitors and/or Users access to or reliance on these third-party websites. The inclusion of any link or link of any kind to other websites does not imply that PINOTQR endorses, supports, guarantees, or recommends such sites.

Users must respect all applicable legislation and shall refrain from

violating the rights of third parties,
violating intellectual property rights or listing counterfeit items,
inciting offences or crimes, discrimination, hate, or violence based on race, ethnic origin or nationality,
communicating incorrect information or confidential information,
making defamatory comments,
committing actions that might place minors in danger,
publishing the personal data of other individuals or breaching privacy rights or
usurping the identity of someone else.

In the event that the Data Content does not comply with these Terms and Conditions, the User recognises and accepts that, in its capacity as hosting provider, PINOTQR will remove User’s Content. This does not authorise PINOTQR to proceed to any compliance control of the Data content with regard to applicable regulations on labelling, since the User remains fully responsible for any violation or omission of the relevant legal requirements.

PINOTQR may take action against the User, in particular regarding the usability of its account, without notice, if any User Data Content condoning crimes against humanity, inciting racial hatred and/or violence, concerning child pornography or any other unlawful content. PINOTQR can suspend the access to the relevant Data Content, and not necessarily to all products of the User in question while informing the competent public authorities on the matter, which may result in PINOTQR taking any of the actions stipulated in section Rights and Obligations. This possibility does not waive PINOTQR’s liability for any abusive, irrelevant, disproportionate, or obviously unfounded suspension of the access of end users to the Data Content.

5. Responsibilities of the user

The User undertakes:

When registering on the Website, to provide truthful information about it, its username and email address.
When using the Website, to provide objective, correct, exhaustive and detailed information.
Not to use the Website and/or the Services with the aim of undertaking unlawful actions or transactions or fraudulent actions, contrary to what is established in these Terms and Conditions, morality, generally accepted good customs and public order. or in a way that is harmful to the rights and interests of PINOTQR or third parties, or in any other way that may damage, render useless, overload, or deteriorate the Website, preventing its normal use by the Users.
Not to use (share and/or publish) misleading or incorrect information and/or data.

When using the Website, the User represents:

that has full capacity and all the rights to carry out the transactions on the Website relating to the services listed in Subscriptions and Payments. or use the Website, as applicable.
that accepts and complies with the Terms and Conditions and all the other contractual documents, such as the Privacy Policy, as well as the other rules of the Website.
that understands that he/she is fully responsible for the Transactions carried out or the use of the Website, as applicable.

The Users undertake to comply with the following rules when using the Website:

Not to encourage the acquisition of goods, the sale of which is forbidden or restricted.
Not to use (share and/or publish) photographs (i) for which the respective User does not hold the intellectual property rights (i.e., photos found on the Internet or other sources); or (ii) which are or may be considered contrary to good moral standards and/or public order. - Not to publish any content praising, promoting, encouraging, or inciting terrorism, racism, revisionism, xenophobia, homophobia, sexism, hate speech, discrimination, human trafficking, organised crime, illegal organisations, self-injury, suicide, torture, cruelty to animals, apology of war crimes, sexual exploitation of children and/or adults, cults
Not to violate applicable laws and/or regulations.

The User undertakes to keep its login details and password confidential with regard to third parties, apart from the people who have been authorised by the User to use its login details.

The User undertakes to immediately update information on its account that is no longer valid including payment and contact details.

Users are responsible for the adequate printing of the QR codes on the labels of the products, with special regards to the quality of the printing and the size of the QR code, to ensure an appropriate readability by Visitors.

Users are responsible for including required information on physical bottle labels as outlined in the regulation including energy, allergen and other country specific information.

6. Rights and responsibilities of PinotQR

PINOTQR will remove and/or block all unlawful Data Content immediately:

after having been duly notified by the competent Authorities;
in case an E-Label deliberately and intentionally disclose incorrect information, insult other people or act in an inappropriate manner;
use the identity of another User on the Website or otherwise act in an unlawful manner.

Furthermore, PINOTQR may forbid Users, in full (“Total blocking”), the use of the, by removing the Data Content uploaded to the Website, by cancelling the User’s account and by preventing the User from re-registering on the Website or by preventing the User from accessing the Website under the following conditions:

by stating the reasons for the ban or limitation. In order to be valid, these reasons should also entail a risk of liability for PINOTQR according to applicable law;
these reasons must be serious enough to justify total blocking as last resort;
in case of doubt, partial blocking (i.e., blocking of the relevant Data Content) should apply;
total blocking must be subject to prior notice;
in case the User complies, the total blocking will be immediately waived. “Total blocking” means that the User’s account will be blocked and/or cancelled and the option of using the Website from the User’s computer will be blocked. The User must be aware that after "total blocking", it will no longer have the right to use or re-register on the Website, unless the User complies. This exception does not apply in case of recurrence. In case of cancellation of the User’s account PINOTQR may store some information, in compliance with PINOTQR Privacy Policy, as it may be necessary for reconstructing the circumstances surrounding PINOTQR’s decision to cancel the User’s account and to transfer these data to the institutions and authorities responsible for applying and enforcing the law.

PINOTQR, in accordance with section above or after having been duly notified by the competent Authorities, will remove and/or block all unlawful Data Content immediately.

PINOTQR may investigate any violation of the Terms and Conditions and inform the competent institutions and authorities.

Provided that it has taken the usual and reasonably expected safety precautions within its control, PINOTQR cannot be held liable for unpredictable events such as cyberattacks or any security breaches regarding the transmission of data or for performance guarantees regarding the volume and speed of data transmissions. In these conditions, it is up to the Users to take all appropriate measures to protect their own data and/or software, particularly from contamination by any viruses circulating on the Internet.

PINOTQR cannot be held liable for the interruption of the services due to a Force Majeure Event. "Force Majeure Event" means any cause affecting the performance by either PINOTQR or the User of its obligations under this Terms and Conditions arising from acts, events, omissions or non-events beyond its reasonable control, including (but not limited to) riots, war, cyberattacks, acts of terrorism, fire, epidemic, severe weather conditions, flood, storm or earthquake and any disaster, compliance with law, order, rule, regulation of any government or other authority, acts of government or any other authority or shortages of labour or inability to obtain supplies;

PINOTQR entire liability, and User’s exclusive remedy, in law, in equity, or otherwise, with respect to the Website content and services and/or for any breach of this Terms and Conditions is solely limited to the amount the User has been charged for by PINOTQR during the last contractual relationship between the parties.

7. Termination of services

PINOTQR may at any time, for duly justified reasons or force majeure and upon two months notice, cease operation of the Website and distribution of the Services. In such an event PINOTQR will refund the portion of the price of the Services paid for and not used.

However, PINOTQR will ensure that information and E-labels created before the cessation date will have a back-up solution to allow the accessibility to the information regarding the contract during the two months’ notice period. The back-up solution should be operational and available to the User at any time, allowing upon prior notice or in case of emergency to change service provider. The recourse to this back-up solution is without prejudice to the rights of PINOTQR in case of unjustified termination of the contract at the initiative of the User.

All the information, including translations of the Data Content, regarding a User, created before the cessation date will be the exclusive property of the User.

Right to redirection

The User can request redirection of existing QR code(s) to external URLs of their choice at any time before the cancellation date of the User's active subscription.

8. Indemnification

The User will release, indemnify, defend and hold harmless PINOTQR and any of its contractors, agents, employees, officers, directors, shareholders, affiliates and assigns from all liabilities, claims, damages, costs and expenses, including reasonable attorneys' fees and expenses, of third parties relating to or arising out of the breach of User warranties, representations and obligations under this Terms and Conditions; the Data Content or the use by the User of the Data Content; any intellectual property or other proprietary right of any person or entity; violation by the User of any provision of this Terms and Conditions; or any information or data you supplied to PINOTQR.

When PINOTQR is threatened with suit or sued by a third party, PINOTQR may seek written assurances from the User concerning User’s promise to indemnify PINOTQR, provided that the User is liable for this situation; the User’s failure to provide such assurances may be considered by PINOTQR to be a material breach of these Terms and Conditions.

PINOTQR will have the right to participate in any defense by the User of a third-party claim related to use by the User of any of the Website Data Content, with counsel of PINOTQR choice. PINOTQR will reasonably cooperate in any defense by the User of a third-party claim at the User’s request and expense. User will have sole responsibility to defend PINOTQR against any claim but must receive PINOTQR prior written consent regarding any related settlement. The terms of this provision will survive any termination or cancellation of these Terms and Conditions or the use by the Users of the Website or Services under the Subscription and Payments section of these Terms and Conditions.

9. Privacy policy

PINOTQR will handle any personal data regarding Users in accordance with PINOTQR's Privacy Policy and in accordance with the GDPR provisions, when applicable. PINOTQR's Privacy Policy sets out how and why User’s personal data are collected, stored, and processed when the User uses the Website and Services - as well as User’s rights with respect to its personal data. The Privacy Policy and any parts of it are not meant as contractual clauses and do not become part of these Terms and Conditions, unless otherwise provided in these Terms and Conditions.

10. Miscellaneous

Effect of Waiver

The failure of PINOTQR to exercise or enforce any right or provision of these Terms and Conditions will not constitute a waiver of such right or provision. If any provision of these Terms and Conditions is found by a court of competent jurisdiction to be invalid, PINOTQR and the User nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in this provision, and the other provisions of this Terms and Conditions remain in full force and effect.

Governing Law; Jurisdiction.

This Website originates from Blenheim, New Zealand. These Terms and Conditions will be governed by the Laws of New Zealand without regard to its conflict of law principles to the contrary. Neither the User nor PINOTQR will commence or prosecute any suit, proceeding or claim to enforce the provisions of these Terms and Conditions, to recover damages for breach of or default of these Terms and Conditions, or otherwise arising under or by reason of these Terms and Conditions, at other than in courts located in Wellington (New Zealand). By using this Website or contracting PINOTQR’s Services, the User consent to the jurisdiction and venue of such courts in connection with any action, suit, proceeding, or claim arising under or by reason of these Terms and Conditions. You hereby waive any right to trial by jury arising out of these Terms and Conditions and any related documents.

Statute of Limitation.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website or Services, or these Terms and Conditions must be filed within two years after such claim or cause of action arose or was discovered or could reasonably have been discovered or be forever barred.

Contact

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us on team@pinotqr.com, or:

PinotQR Limited
3 Waters Avenue
Burleigh 7201
New Zealand

Terms and Conditions

‍Version 1.01Last revised 1 May 2024