TERMS AND CONDITIONS FOR ADVERTISING ON INTERNET SERVERS
1. GENERAL PROVISIONS
1.1. Definition of Terms
1.1.1. “Agency” means the Client that concludes a Framework Co-operation Agreement as an advertising agency that repeatedly orders Advertising for third parties (usually for its customers).
1.1.2. “Banner” is a type of Advertising in the form of a graphical area with the relevant dimensions that is displayed on various parts of servers. After clicking on a Banner, a user is re-directed to pages in accordance with the Client’s input.
1.1.3. “Pricelist” means the Operator’s pricelist that specifies the prices of Advertising on the Heureka Shopping s.r.o. Servers stated depending on the formats of the Advertising, size, location and other criteria; an updated Pricelist is available at the address: https://www.heurekashopping.cz/resources/attachments/p0/5/cenik-od-132016.pdf.
1.1.4. “Campaign” is the aggregate of Advertisements that is defined as a list of all Advertisements based on their location on the Operator’s Servers, the period during which they are to be displayed or launched, the unit quantity and the space that is reserved for them.
1.1.5. “Non-standard Format” means the format of Advertising described in the Technical Specifications, which usually requires longer preparation and special conditions for its implementation (e.g. earlier delivery of source documents by the Client).
1.1.6. “Client” means a natural person or legal entity that places prepaid Advertising on the Operator’s Servers. A Client places Advertising under the conditions stated in the Pricelist and in the manner stipulated in the Manual for Placing Advertising.
1.1.7. “Terms and Conditions” means these Business Terms and Conditions for Advertising on Internet Servers.
1.1.8. “ProductADS” is a system of the Operator through which the Client can input its own pre-paid Advertising or create its own campaigns on the Operator’s Servers to the extent and in the form they choose. As a part of ProductADS, the Client can choose the product they intend to support as a part of the advertising campaign. The Client will charge its ProductADS Account through the PayU payment system. Using its user interface, the Client can monitor the relevant performance statistics for its advertising campaigns, it can monitor the amount of funds, etc. Before placing Advertising on the Operator’s portal, the Advertising has to be approved by the Operator. The price for the Advertising on the Operator’s Servers or for the realization of advertising campaigns is created based on bidding, i.e. bids for the purchase of Advertising Space by individual Clients. More detailed conditions for the use of the ProductADS service are set by the “Business Terms and Conditions for Use of ProductADS Service”.
1.1.9. “Operator” means Heureka Shopping s.r.o., registered office: Prague, Karolinská 650/1, Prague 8, post code: 186 00, company ID number: 02387727.
1.1.10. “Advertising” primarily means advertising space and other forms of advertising such as banners, priority listing for key words and sending of e-mails.
1.1.11. “Heureka Shopping s.r.o. Servers” means servers operated by Heureka Shopping s.r.o., registered office: Prague, Karolinská 650/1, Prague 8, post code: 186 00, company ID number: 02387727, e.g. www.heureka.cz, www.heureka.sk, www.seznamzbozi.cz, www.nejlepsiceny.cz, www.srovnanicen.cz, www.zoznamtovaru.sk, www.kauf.sk.
1.1.12. “Third Party Servers” means servers operated by third parties.
1.1.13. “Operator’s Servers” means the Heureka Shopping s.r.o. Servers and Third Party Servers.
1.1.14. “Contract” means a contract for advertising on websites that is concluded by the Operator and the Client and that is governed by these Terms and Conditions.
1.1.15. “Contracting Parties” means both the Operator and the Client.
1.1.16. “Standard Format” is the advertising format described in the Technical Specifications.
1.1.17. “Statistics” means numerical output drafted by the Operator that contains details about a Campaign. It includes information about the number of impressions of the relevant Campaign or information about the time period of a Campaign and data about the number of clicks by users on the Client’s Advertising.
1.1.18. “Technical Specifications” means a technical description of the source documents for the individual formats of Advertising offered by the Operator, including dates and deadlines for the provision of such source documents from the Client; the Technical Specifications can be found at the address https://www.heurekashopping.com/for-business-partners/banner-ads.
1.1.19. “Client’s Account” means the balance of cash sent by the Client with the Operator for the purpose of paying the price of advertising services provided by the Client in accordance with the Contract, where the Operator informs the Client of this balance in the agreed manner.
1.1.20. “PayU System” means the payment system operated by PayU S.A., tax ID number: 779-23-08-495.
1.2. General Provisions
1.2.1. The Operator operates the Websites stated in these Terms and Conditions. The Operator provides the option of placing Advertising on these Websites. The Operator is also entitled to provide selected types of Advertising on Third Party Servers, based on contracts concluded with such third parties.
1.2.2. Information about traffic on the servers on which the Advertising can be placed is audited by an independent auditor, NetMonitor (www.netmonitor.cz).
1.3. Conclusion of Contract
1.3.1. The Contracting Parties can conclude a Contract as a framework contract based on which the Client will order Advertising in an ongoing fashion based on Orders or as a one-off Contract concluded usually in the form of a written Order (Article 3 of the Terms and Conditions) that the Operator confirmed - accepted - in writing.
1.3.2. A Contract to the extent of one-off Advertising or a Campaign is concluded between the Operator and the Client in a manner in accordance with Article 3.1. Based on the acceptance of a Media Plan signed by the Operator, a Contract is concluded, but a condition for the publication of Advertising or the start of a Campaign is the successful deduction of funds from the Client’s Account. The Contract is governed by these Terms and Conditions and familiarization with these Terms and Conditions is a condition for the conclusion of the Contract.
1.3.3. A Contract will contain, in particular, specifications of the Advertising and other conditions not set out by these Terms and Conditions.
1.3.4. The Operator is authorized to conclude Contracts for the operators of Third Party Servers. In such cases the Operator is authorized to accept orders (proposals for the conclusion of a Contract) and for their acceptance, as well as other acts related to the Contract, such as an amendment or the termination of the Contract.
1.4. Business Terms and Conditions
1.4.1. These Terms and Conditions are an integral part of a Contract concluded between the Operator and the Client and govern the mutual rights and duties of the Contracting Parties. For the purposes of these Terms and Conditions, an Order confirmed (accepted) by the Operator is regarded as a Contract.
1.4.2. Unless the Contract or its annexes expressly provides otherwise, or the validity of the provisions of these Terms and Conditions is excluded or otherwise modified by the Contract, in other regards these Terms and Conditions apply to relations between the Contracting Parties. Any provisions of a Contract deviating from the text of these Terms and Conditions shall take precedence over the Terms and Conditions.
2. SUBJECT OF CONTRACT
2.1. Operator’s Obligations
2.1.1. The subject of the Contract is the Operator’s obligation
a) To enable the Client to reserve Advertising Space on the Operator’s Servers and place Advertising, based on payment for this Advertising from the Client’s Account, to the extent and by the deadline stated in the Order, if the Order has been accepted by the Operator and if the Client has paid the price of the Advertising through the Client’s Account.
2.2. Client’s Obligations
2.2.1. The subject of the Contract is the Client’s obligation
a) To choose the type, dates and extent of the Advertising ordered in accordance with the data stated in the Pricelist and Technical Specifications, so that Orders are not cancelled due to the inappropriate form of Advertising or because funds on the Client’s Account are overdrawn;
b) To pay the agreed price in full and on time through the Client’s Account;
c) To maintain on the Client’s Account sufficient funds with regard to the chosen extent of Advertising.
3. ORDER FOR ADVERTISING, SOURCE DOCUMENTS OF CLIENT
3.1.1. The Client will select the type, extent and dates of the Advertising with regard to the balance of the Client’s Account. It will send the selection of these requirements electronically to the Provider at the address firstname.lastname@example.org. In the event an Order is sent in writing, it must also contain the stamp and signature of the authorized person. In the event it is agreed between the Contracting Parties, an Order must also specify the number of “page views” or “number of unique visitors”.
3.1.2. An Order must be delivered to the Operator no later than seven business days before the ordered start date for the Advertising or Campaign, if the subject of the Order is the Standard Format of the Advertising. If the subject of an Order is Advertising in the form of Non-standard Formats, the Order must be delivered to the Operator no later than 14 business days before the ordered date for the start of the Advertising or the Campaign, unless the Contracting Parties agree otherwise.
3.1.3. An Order is binding on the Operator. Based on an accepted Order, the Operator will draft a media plan with a description of the Advertising or Campaign in accordance with the Order (hereinafter the “Media Plan”), which it will e-mail to the Client. The sending of a Media Plan to the Client is a proposal for the conclusion of a Contract. In the event the Client agrees to the performance in accordance with the Media Plan, it will send the signed Media Plan back to the Operator by e-mail. The sending of a signed Media Plan is the acceptance of an offer to conclude a contract that is concluded upon the acceptance of the signed Media Plan by the Operator.
3.1.4. The Operator is entitled to reject an Order, without giving reasons. If the Operator has doubts regarding the content of an Order or some parts of it are unclear, within the aforementioned period it will call on the Client to supplement it, or itself propose relevant alterations in the Media Plan.
3.1.5. There is no legal entitlement to the sending of a Media Plan based on an Order received. The Operator, nevertheless, will notify the Client of the rejection of an Order a sufficient time in advance before the start of the Advertising or Campaign in accordance with the Order, electronically by e-mail sent to the Client’s e-mail address stated in the Order. The Operator is not obligated to state the reasons for rejection and is not liable for any damage suffered by the Client as a consequence of the rejection of the Order, if the rejection is not announced on time. The Operator will reject Orders, in particular:
a) If the Client requests conditions for Advertising (e.g. length of Campaign, extent) that are hard to realize, unrealistic or in direct conflict with the Technical Conditions;
b) In the event the contents of Advertising are unlawful in accordance with Article 4.2 of the Terms and Conditions;
c) If another Client is granted exclusivity for its Campaign.
3.2. Change and Cancellation of Order, Cancellation Charge
3.2.1. The Client can propose a change to its Order no later than 2 business days after the sending of the Media Plan to the Operator in accordance with Article 3.1.3. Article 3.1 of the Terms and Conditions applies to the agreement of changes, as amended. If the Operator rejects the changes proposed by the Client, it is obligated to inform it no later than two days before the start of the Campaign. The Contracting Parties will then agree whether the Operator will proceed in accordance with the original Order, or whether the whole Order will be cancelled.
3.2.2. In the event the Client unilaterally cancels an Order, it is obligated to pay the Operator a cancellation charge depending on the number of days remaining until the start of Advertising or the Campaign at the moment of delivery of the cancellation of the Order to the Operator, in the amount agreed in Article 5.2 of the Terms and Conditions.
3.2.3. Due to the cancellation of an Order, the Operator is not entitled to compensation for damage and lost profit, in addition to the cancellation charge it is, however, also entitled to:
a) The reimbursement of costs incurred in connection with the cancelled Order; and/or
b) Reimbursement for activities that were performed before this notification of the Client in connection with the cancelled Order.
3.2.4. In the event the Client changes the subject of an Order after its confirmation (acceptance) in such a manner that it reduces the extent of performance by the Operator, the basis for the calculation of the cancellation charge in accordance with Article 3.2.2 is the difference between the price of the original subject of the Order and the price agreed in the new Order.
3.3. Source Documents of Client
3.3.1. For the purpose of complying with the agreed date for the launch of a Campaign, the Client is obligated to send to the Operator’s address entered in the Commercial Register all advertising source documents by the deadlines stated in the Technical Specifications. Unless an Order or the Technical Specifications provides otherwise, the Client will send the Operator source documents no later than three business days before the planned launch of Advertising or a Campaign, in the case of Non-standard Formats at least ten days before the planned launch of Advertising or a Campaign.
3.3.2. The Client is obligated to provide all source documents for the Advertising in perfect quality, in the correct data size and in the correct dimensions in accordance with the Technical Specifications, or possibly comply with the other conditions and requirements stated therein.
3.3.3. Each Advertisement must define the target URL, i.e. the link to which the Advertising is directed. In the event it is a FLASH or HTML5-type banner, the link in the banner must be defined in accordance with the Operator’s Technical Conditions. The Client is also obligated to inform the Operator of the version of the FLASH plugin that is required for the correct implementation of Flash and to deliver, together with the Flash version, also an alternative image that will be displayed to users who do not have a Flash plugin in their browser.
4. OTHER RIGHTS AND OBLIGATIONS OF THE CONTRACTING PARTIES
4.1.1. Statistics are generated for all Advertising and they will be provided to the Client on request free of charge by the Operator. Based on a request, the Client will receive, in the form of an e-mail, the user name and password for access to the statistics in the course of the realization of the Advertising.
4.2. Liability for Contents of Advertising
4.2.1. Liability for the contents of Advertising will be borne in full by the Client, who confirms by sending an Order that it is an entity authorized to exercise all the relevant rights to the advertising message.
4.2.2. The Operator hereby emphasizes that it in no way is involved in the creation of the content of Advertising or the target URLs to which the Advertising links. The Operator is not obligated to supervise the content of Advertising or target URLs to which the Advertising links and is not obligated to search for facts and circumstances indicating the unlawful content of such information.
4.2.3. The Client is obligated to ensure the non-defective nature of the content of Advertising, in particular that Advertising is not in conflict with legal regulations, accepted practices and/or the code of ethics for advertising issued by the Council for Advertising, and that the content of Advertising does not have the characteristics of unfair competition. The Advertising input by the Client in accordance with the Contract cannot contain:
a) Advertising for lotteries and other similar games that was not permitted or notified in accordance with Act No. 202/1990 Coll., on Lotteries and Other Similar Games;
b) Graphic elements copying or in any way evoking graphic elements used on the Operator’s Servers, or elements giving the impression that the client of the banner is the Operator or another entity operating the relevant server;
c) False control elements or other elements requiring a response from the user for the purpose of displaying Advertising or re-direction to another website of the Client or a third party (in particular search fields, drop-down elements, etc., this is without prejudice to the option of the standard re-direction of a user to a website advertised in Advertising based on clicking on a Banner);
d) The personal data of persons different to the Client and special categories of personal data in accordance with Article 9 of Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (the General Data Protection Regulation).
4.2.4. The Client is also obligated to ensure that the products or services advertised through the Advertising, as well as the websites to which the Advertising refers (target URL) and the products or services offered there are in compliance with legal regulations. For the purposes of these Terms and Conditions, unlawful content shall be understood to mean, in particular, content:
a) That disseminates pornography, in particular sexual practices that meet the definition of the criminal offence of disseminating pornography;
b) That meets the definition of a criminal offence or that breaches copyrights (e.g. the operation of download servers, warez, gamez, crack servers, making available or disseminating illegal MP3 files, making available or disseminating photographs and other works used without the author’s consent) or industrial rights (e.g. a breach of trademark rights) or that incites or assists such a breach;
c) That assists or incites the circumvention of technical means for protecting copyrights;
d) That commits incitement or approval of criminal activity, defamation of a nation, ethnic group or race and convincing or promoting a movement leading to the suppression of human rights and freedoms, in particular in the form of the dissemination of options of the extreme right or extreme left;
e) That unlawfully interferes with the personal rights of third persons or with the good reputation of a legal entity;
f) Through which the Client or a third party commits unfair competition;
g) That disseminates or promotes any other unlawful or criminal activities.
4.2.5. If the Operator learns of the unlawful nature of the content of Advertising in accordance with Article 4.2.3 or 4.2.4 of the Terms and Conditions it will promptly halt a Campaign or remove the unlawful Advertising, without the Client being entitled to claim the return of the price or its reduction. In the event of the suspending of a Campaign and the removal of Advertising, the Operator is obligated to promptly inform the Client of this fact.
4.2.6. The Operator is not liable for damage caused by any measures in accordance with Article 4.2.5. of the Terms and Conditions, even in the event the Client subsequently proves that the content of the Advertising, websites promoted, products or services promoted were not unlawful (e.g. by submitting a decision of a court or other state body or an agreement with the person that originally claimed that the content was wrong).
4.2.7. The Client is liable to the Operator for damage arising as a consequence of the unlawful nature of Advertising, in particular as a consequence of the duty to pay penalties imposed by administrative bodies or as a consequence of the making of claims due to unfair competition or a breach of copyright by third parties.
4.3. Licensing Provisions, Legal Defects
4.3.1. At the moment of delivery to the Operator of source documents for the Advertising, the Client gives the Operator free, non-exclusive authorization to disseminate an advertising communication in the agreed manner, otherwise in the manner usual for the relevant type and format of Advertising. The Operator is entitled, in particular, to communicate the Advertising to the public, disclose and disseminate it over the global Internet or using other agreed methods. The time extent of such authorization is usually agreed in thr Order as the time period for which the Campaign runs.
4.3.2. The Client declares that it is entitled to use all graphic, literary, audio-visual and other works used to create the Advertising, to the extent that no third party rights prevent compliance with the purpose of the Contract, primarily the making available of the Advertising over the Internet to the agreed extent. The Client also declares that by disclosing the Advertising, or through the other agreed methods of dissemination of the Advertising, there will be no prejudice to any third party rights, in particular rights for the protection of personality and there will be no breaches of legal regulations.
4.3.3. The Client is liable to the Operator for damage caused by the untruthfulness of the declarations stated in the previous paragraph. The Client, in particular, undertakes that it will reimburse the Operator for any damage or detriment that the Operator could suffer in connection with the making available of the Advertising or other agreed methods of dissemination of the Advertising due to unauthorized interference with third party rights or a breach of valid legal regulations.
4.4.1. The Operator is entitled, after the end of a Campaign or after the end of a Contract, in connection with its presentation using communication means, to state information - a reference - saying that it provided the Client with advertising services, in its promotional materials, on its Website, in the form of a press release sent to the media, etc. Such information can contain brief characteristics of the Client, the creative elements and logo used or the Client’s trademark, including a link to the Client’s current Internet presentation. The communication of this information, as well as its content, cannot in any way damage the Client’s good name or its commercial interests.
4.5. Confidential Information, Duty of Non-disclosure
4.5.1. The Contracting Parties regard all data provided to each other in connection with a Contract (Order) as confidential, unless it is generally known data and information. Confidential information will not be made available to a third party without the prior consent of the other Contracting Party. The following are not breaches of this duty of confidentiality:
a) The provision of confidential information to the necessary extent to bodies or persons having a right to such information under the law and to check the activities of the Contracting Parties;
b) The provision of confidential information to persons bound under the law by a duty of non-disclosure (e.g. notary, attorney, tax advisor);
c) The use of confidential information in accordance with a Contract in connection with the performance of obligations under the Contract; and
d) Other use of protected information with the prior consent of the other Contracting Party.
4.5.2. The Operator is entitled, without limitation, to provide confidential information to a third party that suffered damage in connection with the unlawful content of Advertising (Article 4.2 of the Terms and Conditions).
4.5.3. The Client declares that it is aware of the fact that the Operator is a member of the Association for Internet Advertising (AFIA) and agrees to the use of information about advertising campaigns for research into advertising on the Internet as a part of AFIA, including its handover to AFIA.
4.6. Special Provisions for Agencies
4.6.1. Unless an agreement or these Terms and Conditions expressly provides otherwise, these Terms and Conditions and the rights and duties specified herein will apply in full to a Contract concluded between the Operator and an Agency. In these cases the Agency is also fully liable for breaches of such duties and the Terms and Conditions that were caused by its customer - the Advertising client.
4.6.2. If a Contract or Order is concluded with an Agency that orders Advertising for its customers, the Agency is obligated to agree with the conditions of the Advertising at least to the same extent as is agreed in Article 4.2 and 4.3 of the Terms and Conditions and, at the Operator’s request, is obligated to prove this fact in relation to an individual customer.
4.7. Special Provisions for Third Party Servers
4.7.1. If the Client orders Advertising that is to be placed on Third Party Servers it takes note that the business, contractual or other terms and conditions related to the placement of the Advertising on the Third Party Servers can contain terms and conditions other than these Terms and Conditions (e.g. stricter cancellation charges, other deadlines for the delivery of source documents, contractual penalties, etc.). The Operator will draw the Client’s attention to this fact. In the event of a conflict between these Terms and Conditions and the terms and conditions for the placement of Advertising on Third Party Servers, the stricter provisions apply.
5. PRICE AND PAYMENT TERMS AND CONDITIONS
5.1.1. The price of Advertising is calculated based on the Operator’s valid pricelist published on the Operator’s website http://onas.heureka.cz/resources/attachments/p0/5/cenik-od-1-4-2014.pdf for the relevant period based on the conditions stated in a Contract (in the Media Plan), where it is set as a unit price in CPT (cost per thousand) form. The prices stated in the pricelist do not contain VAT, which will be billed by the Operator in the amount stated by valid legal regulations.
5.1.2. The Operator is entitled to unilaterally amend the pricelist. No amendments apply to Campaigns that are already ongoing based on Orders confirmed (accepted) by the Operator. The provisions of Section 7.2.8 of these TaC apply, as appropriate.
5.1.3. A discount can be provided to the Client on the pricelist prices by agreement, or a surcharge can be added.
5.1.4. Unless the parties agree otherwise (in particular in a Media Plan), the Operator will send the Client an invoice issued as of the last day of the calendar month in which the Advertising or Campaign was launched. The invoice will be payable within 14 days of the day of publication of Advertising or launch of a Campaign.
5.1.5. If an ordered Campaign lasts two or more months, the Contracting Parties can agree on the distribution of the payment of the price of the Campaign into multiple payments over the agreed time period.
5.1.6. The Operator reserves the right to request an advance payment for a whole Campaign, in particular in cases where it is the first order by the Client or in the case of Clients with poor payment discipline.
5.2. Cancellation of Order
5.2.1. In the event the Client wants to cancel an Order that has already been confirmed, it is obligated to inform the Operator no later than 5 business days before the requested first date of realization of the Advertising, i.e. the date when the first part of the ordered Campaign was realized. The following cancellation charges will be billed to the Client on a later date:
a) In the event of the cancellation of an order up to 5 business days before the start of the realization of Advertising, the charge is 50% of the price of the Campaign ordered.
b) In the event of the cancellation of an order up to 2 business days before the start of the realization of Advertising, the charge is 80% of the price of the Campaign ordered.
c) If an order is cancelled less than two business days before the start of the realization of Advertising or during Advertising, the charge is 100% of the price for the unrealized part of the Campaign and the Client will be billed, in addition to the cancellation charge, an amount for the unrealized part of the Campaign.
5.3. Delay by Operator
5.3.1. If the Operator is late realizing the Advertising or a Campaign, the Client is, as a part of complaint proceedings, entitled to request compensation in the form of a discount on the price of the Advertising or Campaign ordered, or an increase in the number of impressions. Such a selection is possible only in the event the Client notifies the Operator, within seven business days of the expiry of the period for the realization of the Advertising or Campaign of its written complaint, which it is not then entitled to change without the Operator’s consent.
6. COMPLAINTS, LIABILITY FOR DEFECTS AND FOR DAMAGE
6.1. Liability for Defects, Complaints
6.1.1. In the case of defects in the Advertising, which shall be understood to mean, in particular, defectively or incompletely realized performance of the Operator compared to the conditions expressly agreed in an Order, the Client is entitled to substitute performance, i.e. to repeat free realization of the performance that was not provided without defects. Defects in Advertising include, in particular, graphics not corresponding to the Client’s input, the non-functionality of dynamic elements of Advertising or the non-functionality of clicking on the target website, all provided such defects are caused by a breach of one of the Operator’s duties in accordance with these Terms and Conditions or in accordance with the Contract.
6.1.2. In the event the Client proves that any substitute performance in accordance with Article 6.1.1 does not make economic sense for it, the Client is entitled to claim a reasonable discount on the price, which will be determined in accordance with the price of the unrealized or defective performance by the Operator.
6.1.3. The Client is obligated to complain about defects in Advertising in writing without undue delay after it could learn of them, but no later than 14 days after the start of a Campaign, otherwise its entitlements under defects terminate.
6.1.4. The following, in particular, are not regarded as defective performance by the Operator:
a) Fluctuations in traffic to the Operator’s websites of up to 20% compared to the guaranteed volume of ordered Advertising;
b) Outages and defects in Advertising that were caused by the Client, a third party or a technical or other barrier that occurred independently of the Operator’s will and that cannot be corrected by it, e.g. a technical defect on the part of the Client, provider or another third party providing the Client or Operator with services relevant for the functionality of the Advertising (a network outage of the hosting center in which technical equipment of the Operator or Third Party Servers are located);
c) Outages or defects in Advertising caused by circumstances excluding liability, which, for the purposes of these Terms and Conditions, shall be understood to mean, in particular, unfavorable weather conditions, flooding, lightning strike, a strike by employees of a provider of services relevant for the ordinary functionality of the Advertising, war, etc.
6.2. Operator’s Liability for Damage
6.2.1. The Operator is liable to the Client for damage caused by a willful breach of its contractual duties up to the amount in Article 6.2.3. of the TaC.
6.2.2. The Operator, however, is not liable for damage caused as a consequence of the circumstances stated in Article 6.1.4 of the Terms and Conditions.
6.2.3. At the moment of conclusion of a Contract (also agreed in the form of confirmation of an Order) the Client accepts that the Client’s right to compensation for damage is limited to no more than 50% of the value of the campaign ordered, though no more than CZK 100,000.
7. TERM OF CONTRACT, TERMINATION OF CONTRACT
7.1. Term of Contract
7.1.1. A Contract concluded in the form of a framework contract based on which the Client repeatedly orders Advertising is concluded for an unfixed term, unless agreed otherwise in a specific case.
7.1.2. A Contract concluded in the form of a one-off contract concluded in the form of a written Order (Article 3 of the Terms and Conditions) governing one Campaign is concluded for a fixed term. A Contract is terminated at the moment the Campaign period ends or at the time of the last Campaign, if multiple Campaigns are agreed in an Order.
7.2. Termination of Contract
7.2.1. A Contract is terminated:
a) By written agreement of the Contracting Parties;
b) Upon expiry of the period for a Contract agreed for a fixed term (Article 7.1.2 of the Terms and Conditions);
c) Based on a written notice delivered to the other Contracting Party;
d) By withdrawal from the Contract.
7.2.2. Each of the Contracting Parties can terminate a Contract if it was concluded for an unfixed term (Article 7.1.1 of the Terms and Conditions). The notice term is two months from the date of delivery of the written notice to the other Contracting Party and starts to run on the first day of the month following the date notice was received.
7.2.3. Each of the parties can withdraw from a Contract due to a material breach of a duty by the other Contracting Party, in particular:
a) Due to a delay by the Operator in realizing the Advertising longer than 14 days;
b) Due to a delay by the Client paying the price or part thereof longer than 10 days;
c) In the event of the unlawful content of the Client’s Advertising under Article 4.2.3 or Article 4.2.4 of the Terms and Conditions;
d) Due to the non-provision of necessary co-operation by the Client, if this hampers or makes impossible compliance with the Operator’s duty in accordance with the Contract (e.g. a delay delivering source documents).
7.2.4. A notification of withdrawal must be in writing, delivered to the other Contracting Party and is effective on the date of delivery, or on a later date stated in the written notification of withdrawal.
7.2.5. The termination hereof does not prejudice claims for compensation, a contractual penalty and/or other provisions that should, according to the expressed will of the Contracting Parties or with regard to their nature, continue after the end of the Contract.
7.2.6. Article 7.2 only applies if a Contract or Order does not provide otherwise.
7.2.7. The Operator is entitled to unilaterally amend the Business Terms and Conditions or an annex thereto to a reasonable extent, in particular due to amendments to legal regulations and technological changes. The Operator is also entitled to change the Terms and Conditions or an annex thereto if the conditions on the market or partners’ business or licensing terms and conditions change. The new version of the Terms and Conditions, however, does not apply to Advertising and Campaigns that were commenced while the previous (older) versions of the Terms and Conditions were in effect.
7.2.8. If the Operator makes amendments to the Terms and Conditions, it is obligated to notify this to the Client at least 14 days before the effective date of the new version of the Terms and Conditions (through a notification on the website https://sluzby.heureka.cz/napoveda/podminky-a-dulezite-dokumenty/. The notification will also include a link to the text of the Terms and Conditions in .pdf format or in another format enabling the displaying of the text form of the Terms and Conditions and their possible simple archiving. The Client is entitled to reject amendments to the Terms and Conditions, in the form of a notice delivered electronically to the address: Heureka Shopping s.r.o., Karolinská 650/1, 186 00 Prague 8 – Karlín, Czech Republic. In such case the notice term is one month. During the notice term, a Contract will be governed by the previous text of the Terms and Conditions. If the Client does not reject amendments to the Terms and Conditions, it will be deemed to have accepted the new version (new text) of the Terms and Conditions.
8. FINAL PROVISIONS
8.1. The Contracting Parties undertake not to disclose data and information obtained as part of co-operation with any third party. The Terms and Conditions are prepared in Czech and English. In the event of any doubts or interpretation problems, the Czech version is decisive.
8.2. All relationships not set out by these Terms and Conditions will be governed by the applicable laws of the Czech Republic, in particular Act No. 89/2012 Coll., the Civil Code.
8.3. If any of the provisions of these Terms and Conditions are invalid or ineffective for any reason, this fact shall not cause the invalidity or ineffectiveness of the other parts of these Terms and Conditions.
8.4. These Terms and Conditions are valid and effective from 25 May 2018.