BUSINESS TERMS AND CONDITIONS FOR USE OF PRODUCTADS SERVICE
These Business Terms and Conditions for Use of ProductADS Service for Retailers (hereinafter the “Business Terms and Conditions” or “TaC”) are issued by Heureka Shopping s.r.o., registered office: Karolinská 650/1, 186 00 Prague 8 – Karlín, Czech Republic, registered with the Municipal Court in Prague, entry C 218977, company ID number: 023 87 727, tax ID number: CZ 02387727, which is the Operator of the Heureka.cz and Heureka.sk portals, for the purpose of setting out the rights and duties resulting from the contractual relationship between the Operator and Retailers using the portal to offer and promote goods.
1. Definition of Terms
1.1. Advertisement shall be understood to mean an individual advertising notification in the form of a text advertisement or graphic advertisement input into the ProductADS service.
1.2. Campaign shall be understood to mean the displaying of one or more Advertisements on the Server for the period and in the manner input by the User.
1.3. Retailer shall be understood to mean a registered user of the ProductADS service and also the client of advertising targeted on key words and positions in the list of categories on the Operator’s Internet Servers that, for the purpose of the use of the ProductADS service, opens a user account with the Operator on the website www.productads.cz or www.productads.sk (hereinafter the “ProductADS Account”).
1.4. Wallet shall be understood to mean an application forming part of the ProductADS service enabling the pre-payment of the price for the use of the ProductADS service by the Retailer available as a part of the Interface under the “Wallet” tab.
1.5. Click shall be understood to mean access by the User to content to which an Advertisement links, as a consequence of clicking on the Advertisement.
1.6. The Operator of the ProductADS service is Heureka Shopping s.r.o., registered office: Karolinská 650/1, 186 00 Prague 8 – Karlín, Czech Republic, registered with the Municipal Court in Prague, entry C 218977, company ID number: 02387727, tax ID number: CZ02387727.
1.7. Registration shall be understood to be the process by which a party interested in advertising (ProductADS) on the Operator’s Servers contacts the Operator of the ProductADS service by e-mail sent to email@example.com. The Operator will perform a check on the request of the party interested in the service for registration and then send the party interested in the service an activation link. After clicking on this link, the interested party will complete its registration data and also approve the business terms and conditions.
1.8. Interface shall be understood to mean the interface accessible at the Internet address (URL) www.productads.cz and www.productads.sk, which enables the use of the ProductADS service, through a ProductADS account.
1.10. User shall mean a person accessing the Servers’ websites through devices able to browse websites.
1.11. Impression shall mean the displaying of the relevant website of a Server on which the Advertisement is to a User.
1.12. Benchmark shall mean an additional service provided to selected Retailers that are manufacturers or official distributors of goods of a certain brand in the Czech Republic or Slovak Republic enabling Retailers to compare information about the displaying of offers of goods of the relevant brand to Users of Servers and clicking of Users on such offers with the relevant information concerning goods of other brands.
2. Rules for Use of ProductADS Service
2.1. The Operator undertakes, under conditions in accordance with these Business Terms and Conditions, to display on the Servers text Advertisements and graphical advertising in accordance with the Retailer’s assignment sent to the Operator over the Interface. The Retailer is, through the Interface, entitled to input and edit Advertisements and key words, set up the amount of daily budgets for individual Campaigns and Advertisements and participate in auctions to determine prices per Click or Impression in the requested position. The Price for Advertisements is set based on an auction between Retailers that Retailers can participate in through the Interface. An Advertisement that a Retailer inputs through the Interface enters an auction from the moment it is approved by the Operator. The Operator reserves 48 hours after the sending of an Advertisement by the Retailer for its approval or rejection.
2.2. The Operator is obligated to arrange the targeting of Advertisements on key words input by Users in searches or in positions in lists in categories.
2.3. The Retailer undertakes to pay the Operator a price for the use of the ProductADS service in one of the following forms:
2.3.1. Price per Click;
2.3.2. Price per Impression, if the Operator offers such an option.
2.4. The Retailer is entitled to choose one of the forms of the price in accordance with the previous paragraph as a part of the Interface. The price is set based on an auction among Retailers always for an individual Click or Impression, where the Retailer is entitled to set the maximum value of Clicks or Impressions for an individual day of a Campaign (daily budget). After reaching the amount of the daily budget, the Operator will stop displaying an Advertisement and enable its displaying from the start of the next day (from 00:00). In the event of doubts by the Retailer about whether an Advertisement was actually clicked on or displayed, the Operator is entitled to decide on such doubts based on data from the ProductADS service system. Unless the contracting parties decide otherwise, reaching the value of Clicks or Impressions corresponding to the amount of funds in the Wallet ends the displaying of an Advertisement by the Operator.
2.5. Payment for use of ProductADS is realized in the form of a deduction of the relevant amount from the credit in the Wallet. Funds are deducted from the Wallet at the moment of a click on the Advertisement. The Retailer charges credit to the Wallet through an online payment using a credit card or an online bank transfer. An invoice for such a payment is automatically issued in the ProductADS Interface in the “Invoices” tab after the successful completion of a payment. Following an agreement between the parties, the Operator is entitled to enable the Retailer to make a cashless payment based on an invoice issued by the Operator. The credit is then added by the Operator for the Retailer in the ProductADS Interface after receiving the payment. The credit charged must be exhausted within two years of charging. Free credit that is provided by the Operator within three months of charging. If the Retailer does not draw credit in the aforementioned period, the Operator is entitled to remove the unused credit.
2.6. In the event the ProductADS system, for technical or operational reasons on the Operator’s part or due to technical limitations on the ProductADS service system, does not stop the displaying of an Advertisement at the moment the total budget selected by the Retailer is reached, the amount exceeding the limit for the total budget for the Campaign will not be billed to the Retailer.
2.7. The Operator will suspend the option of placing Advertisements and displaying input Advertisements for the Retailer if it does not have sufficient credit in its Wallet to pay for the chosen ProductADS service, in a manner in accordance with par. 4 of this article of the Business Terms and Conditions. The Operator does not bear any liability for cases where the Retailer’s Advertisements are not displayed due to the exhaustion of the Retailer’s credit in the ProductADS service.
2.8. The Retailer is fully liable for a) the content of the Advertisements placed, b) the text of the key words input. The Operator does not perform checks on the content of Advertisements or key words and does not bear liability a) for the detriment the Retailer causes through an Advertisement in the ProductADS system to third parties, or b) for Advertisements that are in conflict with the valid legal order. The Retailer is liable to the Operator for all damage it suffers based on the making of third party claims due to a breach of their rights as a consequence of the publication of an Advertisement using the ProductADS service.
2.9. Advertisements cannot contain the personal data of persons different to the Retailer 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).
2.10. The Operator reserves the right to block any Advertisement or key word input without giving a reason. The Operator reserves the right to block, for a Retailer that breaches these Business Terms and Conditions, a Campaign or its whole account without giving a reason. The blocking of a whole account can occur in the event of an excessive burden on the system. An excessive burden on the system means
a) the inputting of an excessive quantity of data into the system,
b) an excessive number of requirements regarding the system’s web Interface, where solely the Operator is entitled to decide on the excessive nature.
The Operator is entitled to make minor alterations to an Advertisement (accents, punctuation, typos), without notifying the Retailer. The Operator is not obligated to alter inappropriate Advertisements.
2.11. Use of the ProductADS service is a condition for using the Benchmark service. A Retailer that is interested in using the Benchmark service is obligated to prove to the Operator that it is the manufacturer or official distributor of goods of a certain brand. This fact can be proved also by a certificate of trademark ownership with the same text as is registered with effect for the Czech Republic. The Operator is entitled to request from the Retailer additional documents to prove rights to a trademark.
2.12. Based on the proving of this fact, the Operator is entitled to make the Benchmark service available to the Retailer, where there is no legal entitlement to having the service made available. If, during the course of the provision of the Benchmark service, it comes to light that the relevant Retailer does not meet one or more of the conditions in accordance with the previous paragraph, the Operator is entitled to promptly terminate the provision of the service.
2.13. The price for the provision of the Benchmark service is determined in a separate pricelist, where the forms of payment of the price in accordance with Article 2.3 and 2.4 of these Business Terms and Conditions do not apply to its payment. The Benchmark service is agreed for a set period, at least a period of 6 months. Information provided as a part of the Benchmark service contains general information about the behavior of Users on Servers in relation to offers of goods of the relevant brand and does not include any data about sales of specific Retailers offering their goods through the Servers. The information is solely for the analytical purposes of the Retailer.
2.14. Logging in to the ProductADS system is tied to the Retailer’s log-in name and password. In the event the Retailer loses the right to use its log-in name, the Operator no longer has a duty to the Retailer to make the Interface for the ProductADS system available to the Retailer. The Retailer is obligated to protect its log-in details and keep them secret. The Operator is not liable for the abuse of the system in the event of the disclosure of the log-in name and password to a third party as a consequence of a breach of this duty by the Retailer. If the Retailer provides access to its account to a third party, the Retailer is responsible for the third party agreeing to these Business Terms and Conditions and accepting them. The Retailer agrees that it will not sell Clicks or Impressions to a third party or offer them to a third party as its service. By logging in to the Interface for the ProductADS system, it expresses its consent to the current text of these Business Terms and Conditions.
2.15. The Retailer can terminate its participation in the ProductADS service by deleting or suspending all its Campaigns. In such case within one hour of the halting of the Campaigns (but usually immediately) the Retailer’s Advertisements will stop being displayed and no payments will be realized. The Retailer undertakes to pay the price per Click or Impression realized within one hour of the end of participation in accordance with this article.
2.16. The Operator reserves the right to temporarily or permanently stop displaying Advertisements. In accordance with the auction model of the ProductADS service, the Operator does not provide any guarantee of the placement of an Advertisement, its price, position and number of Impressions.
2.17. The Operator is entitled to send the Retailer e-mail notifications that concern the operation of the ProductADS service, to its e-mail address handed over as a part of registration for the service.
2.18. A customer cannot manipulate its own or other’s Advertisements using the ProductADS service. In particular, there is a ban on using systems for robotic clicking on Advertisements, robotic downloading of websites, the creation of artificial Impressions or Clicks, the analysis of transmission codes or the ordering of such activities from a third party. In the event such activities or attempts at them are ascertained, the Operator is entitled to block the Retailer’s account and ask it for compensation for detriment. The Operator will actively and passively prevent invalid clicking and therefore protect the Retailer from ineffective advertising. The Operator can increase the Retailer’s credit if some of its Impressions or Clicks are retrospectively recognized as being invalid. An assessment of which Impressions or Clicks are or are not invalid is solely up to the Operator.
2.19. The Operator is not liable for the retention of data that the Retailer inputs into its ProductADS account. The Operator will not provide data about Campaigns to a third party, except to its service partners, only for the purposes of backing up data and system development. The Operator will not use specific data from the Retailer’s Campaigns other than for the purposes of technical support and global analyses. The Operator is not liable for the constant availability of the Interface for the Retailer.
2.20. In the event the Retailer uses the designated BETA versions of the ProductADS service, it takes note that it is doing so on its own responsibility and the Operator does not bear any liability for the functionality of such BETA versions, for consequences of reduced functionality or non-functionality, consequences of the use of such BETA versions by the Retailer, or liability for any detriment caused to the Retailer or third parties by the use of BETA versions.
2.21. The Operator is entitled to perform maintenance of the ProductADS service and, for this purpose, is entitled to limit the operation, or for a set period completely remove it from operation (outage), even without prior notification to the Retailers.
3. Final Provisions
3.1. Matters not dealt with by these Business Terms and Conditions will also be governed by the relevant legal regulations, i.e. in particular Act No. 89/2012 Coll., the Civil Code, or the Business Terms and Conditions of the Heureka Portal (https://www.heurekashopping.com/for-business-partners/terms-and-conditions). In the event that any provision of these Terms and Conditions is, for any reason, invalid or ineffective, this will not cause the other parts of these Business Terms and Conditions to be invalid or ineffective.
3.2. The Operator does not bear liability for detriment the Retailer suffers, if the Retailer is not informed on time of any changes to any of the aforementioned services only because it does not use some of them.
3.3. The Operator is entitled to unilaterally amend these Business Terms and Conditions to a reasonable extent, in particular due to changes to legal regulations or technological changes. A new version of the Terms and Conditions will, however, in no way be applied to performance that was commenced while the previous (older) version of the Business Terms and Conditions was valid. Such performance is governed by the previous text of the Business Terms and Conditions.
3.4. If the Operator amends the Business Terms and Conditions, it will notify this to the Retailers at least 14 days before the effective date of the new version of the Business Terms and Conditions, in the form of an e-mail sent to their current e-mail addresses. A notification will also include the text of the Business Terms and Conditions in .pdf format or in another format enabling the displaying of the text form of the Business Terms and Conditions and their possible simple archiving. A User is entitled to reject amendments to the Business Terms and Conditions in writing in a letter sent to the Operator’s address or in the form of an e-mail sent to the Operator’s contact address within 14 days of the day of delivery of a notification of amendment to the Business Terms and Conditions. If the Retailer does not reject amendments to the Terms and Conditions, it will be regarded as having accepted the new text (new version) of the Business Terms and Conditions. This applies only if the new version of the Business Terms and Conditions is sent to the Retailer on time.
3.5. If the Retailer notifies the Operator in the manner in accordance with Article 3.4 that it does not accept the amendments to the Business Terms and Conditions, the original text of the Business Terms and Conditions shall apply to all legal relationships arising until this time between the Operator and the Retailer. In such case the Operator and the Retailer are entitled to terminate the use of the service based on written notice of termination with a 14-day notice term.
3.6. These Business Terms and Conditions come into force and effect on 1 November 2018.