GENERAL BUSINESS TERMS AND CONDITIONS FOR USE OF HEUREKA PORTAL FOR RETAILERS
1. Introductory Provisions
1.1. The General Business Terms and Conditions for Use of Heureka Portal for Retailers (hereinafter the “Business Terms and Conditions”) are issued by Heureka Shopping s.r.o., registered office: Karolinská 650/1, 186 00 Prague 8, company ID number: 023 87 727, tax ID number: CZ02387727, as the operator of the Heureka.cz and Heureka.sk portal, for the purpose of setting out rights and duties resulting from the contractual relationship between the Operator and Retailers using the Portal to offer Goods.
1.2. These Business Terms and Conditions are part of the Special Terms and Conditions for Use of Portal in accordance with Article 1.2.2 of the Terms and Conditions of Use of Heureka Portal, available at https://www.heurekashopping.com/for-business-partners/terms-and-conditions (hereinafter the “Terms and Conditions”), which apply to the relationship between the Retailer and the Operator to the extent to which the Business Terms and Conditions do not provide otherwise. The interpretation of terms in accordance with Article 1.3. of the Terms and Conditions applies to these Business Terms and Conditions, unless these Business Terms and Conditions designate a different term and define its interpretation.
2. Registration of Retailer
2.1. Retailers that meet the following conditions are entitled to register to use the Portal:
2.1.1. They operate at least one E-shop;
2.1.2. The E-shop is not yet registered on the Portal;
2.1.3. The E-shop has an active website that offers Goods for purchase; on the E-shop’s website the Retailer is stated as its operator, including its address, telephone number, company ID number or precise name, in accordance with which it is possible to find the operator’s company ID number in the Commercial Register, as well as the other requisites stipulated by legal regulations;
2.1.4. The Retailer is willing and able to provide regularly updated information about the Goods in the requested format using a regularly updated XML file in the requested format (hereinafter the “XML FEED”), which will be constantly available for on-line automatic processing by the Operator (see also Article 3 - Basic Terms and Conditions of XML FEED);
2.1.5. In the event the Retailer operates multiple E-shops, it can register multiple E-shops on the Portal, provided that they have independent second and third order domains and do not offer the same goods under the same conditions to a greater extent (product price, additional services, special offers, etc.); if the Retailer’s range is divided between the main E-shop and other specialized E-shops, only E-shops whose offers of Goods do not create duplicities can be registered on the Portal; the Operator is entitled to remove any E-shops that create duplicities or E-shops that it regards as such.
3. Basic Terms and Conditions of XML FEED
3.1. Goods contained in the XML FEED must be available on the E-shop’s website, individual Goods must be stated only once in independent links with a unique URL address, where it is possible to find information about the price of the Goods and send an Order for the individual Goods. As a part of the XML FEED, individual Goods must be an independent item able to be the independent subject of an Order, without the necessity of ordering other Goods or services, the use of other special offers, the use of vouchers, the production of identity documents or other documents, where the sale of the Goods is not tied to statutory restrictions and proving identity, etc., with the exception of the service of transport and packaging Goods.
3.2. Information about Goods exported as a part of the XML FEED must be truthful and up-to-date and must concern solely the Goods themselves, not promotion of the E-shop.
3.3. The price of Goods in the XML FEED must be stated in Czech koruna and be final for Users, i.e. including all author’s, recycling and other charges, with correctly stated VAT. The final price of the Goods does not have to include postage, transport costs and packaging costs, if the Retailer charges them to Users. The Retailer is obligated to keep the price of postage, transport costs and packaging costs constantly up-to-date. In the event of a breach of this duty, the Operator is entitled to temporarily block an E-shop until a remedy is effected.
3.4. Goods contained in an XML FEED must be in accordance with the legal order of the Czech Republic, in particular they cannot be:
3.4.1. Goods the Retailer is not entitled to hold, or that have other legal defects;
3.4.2. Child pornography or otherwise outrageous pornographic materials;
3.4.3. Goods through which there is a breach of intellectual property rights (a breach of rights to trademarks, a designation of origin, illegal reproduction of copyrighted works, Goods for circumventing effective technical means of protecting copyrights);
3.4.4. Goods for promoting and disseminating the opinions of the extreme left or the extreme right or movements leading to the suppression of human rights and freedoms in the sense of criminal law regulations valid in the Czech Republic.
3.5. The XML FEED can contain only Goods that the Retailer is able to deliver to the User and for which it knows at least the approximate delivery term. Products for which it does not have information about the receipt into stock and the date of delivery to the User cannot appear in the XML FEED.
3.6. Information about the availability of Goods must be truthful. The Retailer is obligated to state all information that could have an influence on the delivery of Goods to the User in the relevant section of the XML FEED. The Retailer is not entitled to state some information having an influence on the delivery the Goods only on the E-shop’s website, without stating it as a part of the XML FEED.
3.7. Detailed technical and content terms and conditions of the XML FEED can be found at the address http://sluzby.heureka.cz/napoveda/xml-feed/ (hereinafter the “XML Specifications”) and are binding on the Retailers. Non-compliance with the technical and content terms and conditions of the XML FEED can lead to the termination of the Contract or the blocking of an E-shop or the Retailer. These technical and content terms and conditions of the XML FEED are not part of these Business Terms and Conditions and the Operator is entitled to change them in accordance with the Portal’s technical requirements. Retailers are informed of changes to technical and content terms and conditions of the XML FEED though the user interface.
4. Rights and Duties of the Retailer
4.1. Communication with the Portal
4.1.1. Based on registration with the Portal in the sense of Article 2 of these Business Terms and Conditions and Article 2.2 of the Terms and Conditions, a Retailer that meets the aforementioned conditions will be provided with access to the Portal’s administrative interface, as a part of which it can administer its identification data in its user profile and other settings.
4.1.2. The Retailer is entitled to add the logo of its E-shop to its user profile in the form that it uses as standard with the public, in a format and resolution stipulated by the Operator’s technical terms and conditions accessible as a part of the user interface. The Retailer’s logo cannot contain any advertising message (e.g. slogan, reference to discount event, etc.) or a graphic designation identical or similar to the designation used by the Operator. The Retailer is responsible for the publication of the logo on the Portal being in compliance with legal regulations.
4.2. Retailer’s Liability for Content
4.2.1. The Retailer’s liability for content exported using the XML FEED to the Portal is governed by Article 6 of the Terms and Conditions.
4.2.2. The Retailer takes note that the majority of Users using the Portal to search for and purchase Goods are consumers and that regulations on consumer protection, in particular Act No. 89/2012 Coll., the Civil Code, and Act No. 634/1992 Coll., on Consumer Protection, apply to the legal relationship resulting from the purchase contract. This is without prejudice to the Retailer’s duty to comply with legal regulations concerning specific Goods (for example the provisions of Act No. 40/1995 Coll., on the Regulation of Advertising, Concerning Advertising for Food Supplements and Medicinal Preparations, and Act No. 378/2007 Coll., on Medicines, concerning the requirements for designation of other-the-counter medicaments).
4.2.3. Retailers that are, based on an agreement with the Operator, involved in the Shopping Basket program, are obligated to comply with Articles 3 to 6 of the Terms and Conditions concerning Offers in Shopping Basket mode and, in particular, the Special Business Terms and Conditions for Heureka Basket, available at https://www.heurekashopping.com/for-business-partners/terms-and-conditions/business-terms-and-conditions-for-heureka-shopping-basket (hereinafter the “Basket TaC”). Retailers take note that a Purchase Contract concluded through the Shopping Basket with Users includes the relevant provisions of the Terms and Conditions, where the relationship between the User and the Retailer will not be covered by the provisions of independent sales terms and conditions of the Retailer that are in conflict with the Terms and Conditions and other Special Terms and Conditions for Use of Portal. Retailers involved in the Shopping Basket program also take note that in accordance with Article 3.6.3 of the Terms and Conditions they authorize the Operator to, on their behalf, provide information through the Portal in accordance with Section 1811 and Section 1820 of the Civil Code whose provision is required by the law before the making of a binding offer.
4.3.1. The Retailer is obligated to refrain from rating E-shops, including its competitors’, its own and related ones. A rating means a star rating and written reviews or contributions to the discussion on the Portal and any assessment in the Verified by Customers system. The Retailer is also obligated to refrain from steps leading to artificial influencing of the overall assessment of E-shops. Artificial influencing means, for example, encouraging Users to alter written reviews or encouraging Users to add ratings that are a condition for participation in competitions or other offers of the E-shop.
4.3.2. The Retailer is entitled to react to written ratings coming from the Verified by Customers system and such reactions will be displayed with the rating to which it relates. The Retailer, however, is not entitled to punish a User in any way for sending a negative assessment as a part of the Verified by Customers program, for example by offering less advantageous prices in comparison with other customers of the Retailer, withdrawing from a concluded Purchase Contract, refusing the further sale of Goods or provision of services offered by the Retailer, etc. The Retailer is also obligated to refrain from stating information giving the appearance that such information is stated by the Operator or a person authorized thereby. In addition, the Retailer is obligated to refrain from stating personal data of a User and third parties over the framework of the personal data that the User stated in a rating.
4.3.3. The Retailer is not entitled to publish user reviews outside the Heureka Portal with the exception of its own website. The use of reviews for the purpose of promoting the Retailer on the websites of other price comparison tools or the operators of such services potentially competing with the Operator or the Portal can be regarded as unfair competition.
4.4. Other Rights and Duties of the Retailer
4.4.1. The Retailer is not entitled to use any means not provided by the Operator itself to influence the results of searches for Offers on the Portal or other functions for the purpose of its own benefit or the benefit of a third party, in particular to install source code on the Portal’s website, software robots or modify the XML FEED. The Retailer is not entitled to offer such means or provide them to other Retailers, Users or third parties. In the event of a breach of this prohibition, the Operator is entitled to block the Retailer and other Retailers who use the relevant means to influence the Portal’s functions.
4.4.2. Concerning an individual item of Goods, the Retailer is obligated to inform a User of the current amount of total costs for its delivery to the User, including packaging, handling charges, etc.
4.4.3. The Retailer is entitled, at any time, to terminate the handover of information using the XML FEED without notifying the Operator in advance. Terminating the sending of the XML FEED, however, does not terminate the contractual relationship between the Retailer and a User and does not affect the Retailer’s duties under Purchase Contracts concluded with a User through the Portal before the termination of the sending of the XML FEED.
4.4.4. The Retailer is obligated to offer new and unused Goods through the Portal. In the event of the offering of used or opened Goods, the Retailer is obligated to properly designate this fact, or include it in the relevant category for used Goods, if the Operator offers such category on the Portal. In the event of a breach of duties in accordance with this paragraph, the Operator is entitled to block the Retailer in accordance with Article 5.2 of these Business Terms and Conditions.
4.4.5. The Retailer is obligated to keep its identification and contact details input as a part of the user interface on the Portal up-to-date. In the event of a breach of this duty, Users could be misled or confused, based on which the Operator is entitled to temporarily block the Retailer or its E-shop.
4.4.6. The Retailer is obligated to promptly inform the Operator of any change to its details, such as a change to the name of the E-shop, a change to the registered office or other invoicing data, etc. The subject of registration is the provision of a Service in connection with specific E-shops of the Retailer, so in the event of the inclusion of a new E-shop, the Retailer is obligated to register it independently. In the event that a registered e-shop starts to be operated by another Retailer, this is a change to the contracting party and the new operator of the E-shop is obligated to register for the Service as a new entity, with the exception of cases where the assignment of rights and duties to the new operator of the E-shop is automatic (in particular the sale of a plant in accordance with Section 2175 et seq. of Act No. 89/2012 Coll., the Civil Code, or the transformation of a commercial company in accordance with Act No. 125/2008 Coll., on Transformations of Commercial Companies and Co-operatives). Retailers take note that in the event of a change to the operator of an E-shop with the new registration of a new operator, the current details from the administration of the E-shop are disclosed to this new operator in order to ensure the continuity of the rights and duties resulting from the E-shop’s registration on the Portal. The Operator is not liable for damage suffered by the Retailer as a consequence of non-compliance with a reporting duty or the non-conclusion of a Contract in accordance with this article.
5. Right and Duties of the Operator
5.1. The Operator’s liability for the contents of the XML FEED of individual Retailers is governed by Article 6 of the Terms and Conditions. The Operator, as the provider of information society services under Act No. 480/2004 Coll., on Some Information Society Services, is not liable for content imported by Retailers to the Portal, with the exception of cases where it is demonstrably informed of the unlawfulness of content by authorised parties and does not remove the content without undue delay. Such liability of the Operator does not have any influence on the Operator’s authorization to temporarily or permanently remove any information input by the Retailer on the Portal in the event that it independently suspects it of being of an unlawful character, or to refuse to publish such information. This authorization also applies to information that is not unlawful in its essence, but is able to damage to the good name and interests of the Operator, other companies in the group of which the Operator is part or the Portal.
5.2. The Operator is entitled to block the Retailer in the event of a breach of the duties stipulated by these Business Terms and Conditions, in particular:
5.2.1. A breach of the rules for the XML FEED in accordance with Article 3;
5.2.2. The application of terms and conditions in Purchase Contracts that are in conflict with Articles 3 to 6 of the Terms and Conditions;
5.2.3. The offering of Goods in conflict with legal regulations or the publication of Offers with content that is in any way unlawful;
5.2.4. The delivery of Goods to Users in conflict with the Purchase Contract (quality, quantity, date of delivery), or the non-delivery of Goods to a User for reasons on the Retailer’s part;
5.2.5. Interference with the XML FEED or part of the Portal for the purpose of influence the results of searches by Users or the use of impermissible means influencing results;
5.2.6. The non-performance of updates of identification and contact data;
5.2.7. The non-statement of the current amount of costs for the delivery of Goods to a User in accordance with Article 4.4.2;
5.2.8. The sending of unrequested business communications to Users or breaches of duties when dealing with personal data;
5.2.9. Interference with the content of reviews or influencing Users for the purpose of influencing the results of reviews;
5.2.10. The publication of reviews on other websites in conflict with Article 4.3.3.
5.3. The Operator is entitled to make the publication of details about the Retailer, E-shop or Goods conditional on their prior approval. In the event that the information about the Retailer or the E-shop or information as a part of the XML FEED is stated in a misleading way, incomprehensibly or is included in the wrong category, the Operator is entitled to alter the information in the relevant manner.
5.4. The Operator is not liable for the displaying of the Goods as a part of Offers on the Portal in the event that the Retailer’s XML FEED does not meet the terms and conditions for the XML FEED in accordance with Article 3 of these Business Terms and Conditions and in accordance with the XML Specifications document. The Operator also does not guarantee the displaying of all items from the XML FEED and is not liable for the correct displaying of individual items and for the loss or damage to data stored on the Portal. The Operator will make every effort to rapidly remove errors ascertained in displayed offers or the partial or complete unavailability of the Portal, if they are caused for reasons on its part.
5.5. The Operator is entitled to maintain a database of Retailers containing their identification and contact details and reviews by Users of the Retailer, and display them on the Portal even after the end of the export of the XML FEED by the Retailer or after the end of the contractual relationship with the Retailer for any reason or after a change to the operator of the E-shop in accordance with Article 4.4.56. This is without prejudice to the Operator’s duties concerning personal data protection in accordance with the special terms and conditions for Privacy Protection on the Heureka Portal.
5.6. The Operator is entitled to provide the information sent by the Retailer to the Portal over the XML FEED for display on other partner websites outside the Portal, where the fee for an individual outgoing click on an offer of Goods of the Retailer made on the partner websites is governed by the click pricelist in accordance with Article 6.2. All information sent by the Retailer to the Portal can be displayed by the Operator on the Portal and the partner websites without a time limit and used for the purposes of creating general analyses and statistics about on-line shopping, even after the termination of the sending of the XML FEED to the Portal, after the blocking of the E-shop and/or after the end of the contractual relationship with the Retailer. This is without prejudice to the Operator’s duty concerning personal data protection. The Operator will display to the Retailer statistics for outgoing clicks from partner websites in the Portal’s administrative interface, where detailed statistics about outgoing clicks from the Portal are available.
5.7. For the purpose of verifying prices, availability and the testing of the functioning of the system, the Operator is entitled to send Retailers trial orders for their Goods (hereinafter a “Trial Order”). Such Trial Orders cannot contain details based on which a Retailer could believe that it is a genuine order sent by a Customer and, based on it, send Goods and issue a tax document for it. For this purpose a Trial Order must contain at least an incomprehensible name and address. A Trial Order can contain a real e-mail address and telephone number. The Retailer takes note of the Operator’s right in accordance with this article and undertakes not to make claims under a breach of liability for the unjustified non-conclusion of a contract in accordance with Section 1729 of the Civil Code. In the event the Operator breaches the provisions hereof and a Trial Order contains details that are comprehensible enough so that the Retailer suffers damage, as a consequence of sending the Goods in accordance with the Order or the settlement of its price, then the Operator is liable for this damage.
5.8. The Operator is entitled to terminate the Contract with the Retailer even without giving a reason, based on written notice with a notice term of one month, which will start to run on the day of delivery of notice to the Retailer.
6. Financial Terms and Conditions for Use of Portal by Retailers
6.1. The registration of the Retailer and the publication of its user profile is provided free of charge.
6.2. The Operator is entitled to a fee for individual outgoing clicks on links to the E-shop’s pages displayed on the Portal. The price for a click is set by the pricelist valid at the time of the click, published at http://sluzby.heureka.cz/napoveda/cenik-prokliku/. The Retailer is entitled to complain about the amount of the remuneration, but no later than within 6 months of the billing of the relevant amount by the Operator.
6.3. Retailers included in the Shopping Basket program undertake to pay the Operator a commission for the various Purchase Contracts concluded in Shopping Basket mode, the amount of which is derived from the amount of the purchase price. More detailed rules for the payment of commissions in the Shopping Basket program are set by the Basket TaC.
6.4. The Operator is entitled to charge for the use of other above-standard functions of the Portal, where the price is always stated by the relevant functions, in the Portal section for bringing it into operation.
6.5. In order to pay for the individual paid functions on the Portal in accordance with Article 6.1 to 6.4 (hereinafter the “Charges for Use of Portal”), the Retailer shall send a sufficient volume of funds to a special account maintained by the Operator for this purpose, where the Operator is obligated to register the total amount of the funds of each Retailer in this account (hereinafter the “Credit”). The Operator is entitled to deduct from the value of the Credit the value of payments of individual Charges for Use of Portal, immediately after an entitlement arises for the Operator to an individual charge. The Charges for Use of Portal paid will always be set out in a statement of account issued by the Operator for the Retailer for the previous calendar month, and it will send the Retailer an invoice in electronic form to the Retailer’s contact e-mail address.
6.6. In the event the Retailer’s credit balance falls to zero, this fact will not have an influence on the Retailer’s ability to send the XML FEED, but in such case the Operator will automatically cancel the connection of its Offers to the catalogue of Goods on the Portal. When its Credit balance is at zero, the Retailer’s offers will be available on the Portal only using full text searches, assuming the input of the precise name of the Goods by a User in the form the Retailer states it. After the supplementation of the value of the Credit, the Operator will automatically renew the connection of the Retailer’s Offers to the catalogue of Goods on the Portal, where, based on this, the Retailer’s Offers will be available in the catalogue of Goods within a few days for technical reasons.
6.7. In the event the Retailer stops sending the XML FEED to the Portal, it is entitled to request from the Operator the return of the unused Credit, but no later than three months after the last payment to the Operator’s account. After the expiry of this period, the Retailer is obligated to use the Credit to settle the Charges for Use of Portal.
7. Final Provisions
7.1. The rights and duties not set out by these Business Terms and Conditions shall be governed by the Terms and Conditions and the Special Terms and Conditions to the extent to which they are not in conflict with these Business Terms and Conditions, as well as by generally binding legal regulations, in particular Act No. 89/2012 Coll., the Civil Code, and Act No. 480/2004 Coll. on Some Information Society Services.
7.2. The rules for making unilateral amendments to these Business Terms and Conditions by the Operator are stipulated in Article 9.1 of the Terms and Conditions.
7.3. These Business Terms and Conditions come into effect on 25 May 2018.