Условия за ползване

This document is provided in English. The English version is the legally binding version of the Terms of Service of Verteco digital services, s. r. o.; translations, where provided, are for information only.

Effective date: 3 October 2026 Version 3.0 (replaces the Terms of Service dated 20 August 2024)

These Terms of Service (the “Terms”) govern the use of the verteco.shop Comparison Shopping Service and the related websites, portals, tools and support (together the “Service”) provided by Verteco digital services, s. r. o. By ordering, activating or using the Service you enter into a binding contract with us on these Terms. In short: we place your Shopping ads through our Google-certified CSS, you keep full control of your Google accounts, you can try the Service free for 30 days and cancel at any time, and professional services such as campaign management are provided and charged by independent partners in your market (Article 10 and Schedule 1). This summary is for convenience only and does not form part of the Terms; the Articles below prevail.

1. Definitions and interpretation

1.1 In these Terms:

• “Operator”, “we”, “us” or “our” means Verteco digital services, s. r. o. (Article 2).
• “Customer”, “you” or “your” means the legal entity, or the natural person acting in the course of a trade, business or profession, that orders or uses the Service. “Merchant” means a Customer whose Merchant Center is, or is to be, associated with the verteco.shop CSS.
• “Google” means Google Ireland Limited, Google LLC and their affiliates. “Google Terms” means Google’s terms and policies applicable to you (including the Merchant Center, Shopping ads, Google Ads and CSS Programme terms and policies).
• “CSS” means a Comparison Shopping Service participating in the “CSS Programme”, Google’s Comparison Shopping Services programme for Shopping ads in the European Economic Area (including Norway), the United Kingdom and Switzerland, as operated and amended by Google.
• “Merchant Center” means a Google Merchant Center account (including a sub-account of a multi-client account) identified by its Merchant Center ID.
• “CSS Switch” or “Association” means the association of your Merchant Center with the verteco.shop CSS, requested by us through Google’s CSS tools and confirmed by you in Merchant Center. “Association Date” means the day Google confirms the Association.
• “Website” means verteco.shop and its subdomains. “Order” means your request for the Service placed through the Website, the Stripe checkout, the invoiced switch form, the partner portal or in writing.
• “Plan” means a pricing option published on the Website (currently monthly, yearly and custom agency); “Subscription” means the paid, recurring right to use the Service under a Plan; “Fees” means the amounts payable for the Service under the Plan (to us or, under Article 10.4, to the Partner).
• “Trial Period” means the free trial under Article 7.
• “Effective date” means the date stated at the top of these Terms.
• “Partner” means an independent agency, consultancy or professional admitted to the “Partner Programme” described at /partners/ and at partner.verteco.shop, including those listed in Schedule 1. “Partner Services” means services a Partner provides to a Merchant (Article 10).
• “Optional Tools” means additional features, including those at app.verteco.shop, that require your explicit Google authorisation (Article 12).
• “Privacy Policy” means our privacy policy at /privacy-policy/. “Contract” means these Terms, the Order, and the published Plan and price list together.
• “Working day” means a day other than a Saturday, Sunday or public holiday in the Slovak Republic.
• “In writing” includes e-mail.

2. Operator identification and contact

2.1 The Service is provided by:

Verteco digital services, s. r. o. Registered office: Daniela Dlabača 21, 010 01 Žilina, Slovak Republic Company ID (IČO): 53412834 Tax ID (DIČ): 2121358349 VAT ID (IČ DPH): SK2121358349 Registered in the Commercial Register of the District Court Žilina (Okresný súd Žilina), Section Sro, Insert No. 75936/L

2.2 Contact: [email protected] (support), [email protected] (general enquiries), telephone +421 948 355 017. We communicate primarily by e-mail and provide support on Working days.

3. Acceptance and scope of these Terms

3.1 You accept these Terms by placing an Order, confirming a CSS Switch in your Merchant Center, paying Fees, registering in any of our portals or otherwise using the Service. If you do not agree, you must not use the Service. If you accept on behalf of a legal entity, you confirm that you are authorised to bind it.

3.2 These Terms apply to every Customer, including agencies ordering the Service for their clients. A separate written agreement signed by us prevails over these Terms in case of conflict; subject to that, these Terms prevail over the Order and the Plan. Your own general terms do not apply.

3.3 Existing Customers. Contracts for the Service concluded under the previous version of these Terms were transferred to the Operator, as the current provider of the Service, before the Effective date. From the Effective date these Terms govern those Contracts; existing Subscriptions, Trial Periods and prices continue unchanged. We notify existing Customers of these Terms by e-mail at least 30 days before the Effective date in accordance with Article 23.1.

4. Nature and scope of the Service

4.1 What the Service is. verteco.shop is a Comparison Shopping Service certified by Google under the CSS Programme. When your Merchant Center is associated with the verteco.shop CSS, your Shopping ads are placed through verteco.shop rather than through Google Shopping Europe, Google’s own CSS. Under the CSS Programme rules, ads placed through a third-party CSS do not carry the margin that Google Shopping retains on its own placements; this effect is commonly described, including on our Website, as “up to 20 %” more effective cost per click.

4.2 What we need from you. We need only your Merchant Center ID and the business and contact details requested in the Order. We do not request and, unless you expressly enable Optional Tools under Article 12, do not receive access to your Google Ads or Merchant Center accounts. Your campaigns, budgets, bids, feeds and account settings remain under your sole control.

4.3 Dependence on Google. The Service exists within, and depends on, the CSS Programme and Google’s systems. Google alone decides the rules, eligibility, availability, timing, technical interfaces and continued existence of the CSS Programme and may change or discontinue any of them at any time. Google is not a party to the Contract and we are not Google’s agent. Your use of Google’s products is governed exclusively by the Google Terms.

4.4 No guarantee of results. The “up to 20 %” figure is an illustrative maximum derived from Google’s published framework. The actual effect on your cost per click and performance depends on factors outside our control, including Google’s auction, competition and your own bids, product data and campaign settings. We do not guarantee any specific cost saving, cost per click, impressions, clicks, conversions, revenue, ranking, return on advertising spend or other result.

4.5 Your accounts remain your responsibility. You are solely responsible for your Google Ads and Merchant Center accounts, the products you advertise, your product data and feeds, and your compliance with the Google Terms and applicable law. Suspensions, disapprovals or other policy actions taken by Google are not the responsibility of the Operator.

4.6 What is not included. The Service does not include campaign management, bidding, feed optimisation, consulting, onboarding beyond our standard support or any other professional marketing service; these may be available from independent Partners under Article 10, or from us only if agreed separately in writing.

5. Eligibility

5.1 Business customers only. The Service is intended exclusively for persons acting in the course of a trade, business or profession and is not offered to consumers. A natural person must be at least 18 years old and act as an entrepreneur or professional.

5.2 Geographic eligibility. The Service is available for Merchant Centers targeting one or more countries in which the CSS Programme operates (the European Economic Area (including Norway), the United Kingdom and Switzerland). You are responsible for confirming that your Merchant Center is eligible under the Google Terms.

5.3 Accurate information. You must provide true, complete and current information in your Order and keep it up to date.

5.4 Right to refuse. We may refuse or cancel an Order at our reasonable discretion, for example for ineligibility, suspected fraud or abuse, a previous breach of these Terms or sanctions. If we refuse an Order, we refund any Fees paid for it.

6. Account, Order and conclusion of the Contract

6.1 Ordering. You order the Service through the Stripe checkout on pay.verteco.shop, the invoiced switch form on the Website, the partner portal (including referral by a Partner) or in writing.

6.2 Activation. After receiving your Order, we request the CSS Switch through Google’s CSS tools. You then confirm the CSS Switch in your Merchant Center, for which you need direct administrator rights to the Merchant Center concerned. The Association becomes effective when Google confirms it; the timing of the confirmation depends on Google.

6.3 Conclusion of the Contract. The Contract is concluded when we confirm your Order by e-mail or on the Association Date, whichever is earlier.

6.4 Authority over the Merchant Center. You confirm that you own the Merchant Center identified in your Order or are duly authorised by its owner to request the CSS Switch.

6.5 Portal accounts and contact details. You are responsible for your portal credentials and all activity under your account and must notify us without undue delay of any suspected unauthorised use. Notices to you are sent to the e-mail address given in your Order, which you must keep current and monitor.

6.6 One Subscription per Merchant Center. Each Merchant Center requires its own Subscription unless a custom agency Plan covering several accounts has been agreed.

7. Free Trial

7.1 Duration and scope. We offer a free Trial Period of 30 days for each Merchant Center, starting on the Association Date. No payment details are required to start the Trial Period. If you order through the Stripe checkout, your payment method is charged only after the Trial Period ends. During the Trial Period you receive the full Service and these Terms apply in full, except that no Fees are due.

7.2 End of the Trial Period. If you ordered through the Stripe checkout, the first charge is made on the day after the Trial Period ends and your Subscription continues automatically. If you chose invoice-based payment, your first billing period begins at the end of the Trial Period. If, for Orders placed through a Partner or in writing, no Plan has been selected and no payment agreed by then, we may send a reminder and, after a grace period of 14 days, end the Association (Article 9.5 applies).

7.3 One trial per Merchant Center. We may refuse a further Trial Period for the same Merchant Center, domain or business, and may end a Trial Period early if we reasonably suspect abuse.

8. Fees and payment

8.1 Published prices. Fees are set out in the price list published on the Website at the time of your Order and are charged per e-shop, meaning one Merchant Center with one domain targeting supported markets. At the date of these Terms the published Plans are EUR 19 per month (monthly plan), EUR 199 per year (yearly plan) and custom pricing for agencies, freelancers and multi-account arrangements (agency plan).

8.2 Taxes. Fees are exclusive of VAT. For Customers established in Slovakia we add Slovak VAT. For taxable persons established in another EU Member State the reverse-charge mechanism applies and for taxable persons established outside the EU no Slovak VAT is charged, in each case provided you give us a valid VAT identification number or other evidence of your business status. You bear all taxes connected with your purchase other than taxes on our income.

8.3 Payment through Stripe. Payments through the checkout on pay.verteco.shop are processed by Stripe; accepted methods are those shown in the checkout. By subscribing through Stripe you authorise recurring charges of the Fees at the beginning of each billing period until you cancel. We do not receive or store your full card details.

8.4 Payment by invoice. If you choose invoice-based payment through the invoiced switch form or under an agency Plan, we issue invoices electronically, in advance for the billing period, payable within 14 days of the invoice date.

8.5 Billing period. Fees accrue from the end of the Trial Period and continue for each billing period until the Subscription ends under Article 9. Merely stopping use of the Service does not end billing.

8.6 Failed or late payment. If a recurring payment fails, we or Stripe may retry it and will notify you. If a payment remains outstanding 14 days after its due date, we may suspend the Service under Article 18 and, if it is not made within a further 14 days, terminate the Contract. We may charge statutory default interest under section 369 of the Commercial Code and the flat recovery-cost compensation of EUR 40 under Government Regulation No. 21/2013 Coll.

8.7 Price changes. We may change the Fees for a Plan by giving at least 30 days’ notice by e-mail. New Fees apply from the first billing period starting after the notice period. If you do not agree, you may cancel before they take effect; otherwise continued use is taken as acceptance.

8.8 Disputes and set-off. If you believe a charge is incorrect, notify us at [email protected] within 14 days; we will review it in good faith and correct any error, and undisputed amounts remain payable. You may set off only counterclaims that are undisputed or finally adjudicated.

9. Term, renewal, cancellation and termination

9.1 Term and renewal. The Contract begins on its conclusion; the Subscription begins at the end of the Trial Period. A monthly Plan renews automatically for successive one-month periods and a yearly Plan for successive one-year periods, unless cancelled under this Article. We send a reminder e-mail at least 14 days before a yearly Plan renews.

9.2 Cancellation by you. You may cancel your Subscription at any time through the subscription management link in your Stripe payment confirmation or by e-mail to [email protected]. Cancellation takes effect at the end of the billing period that has already begun or been paid for; you keep the Service until then and no further Fees are charged.

9.3 Termination by us without cause. We may terminate the Contract without cause on at least 30 days’ notice and will refund prepaid Fees for the period after termination.

9.4 Termination for cause. Either party may terminate with immediate effect by written notice if the other party materially breaches the Contract and, where the breach can be remedied, fails to do so within 14 days of a written request. We may in particular terminate immediately if Fees remain unpaid after the periods in Article 8.6, if you breach the Google Terms in a way that affects or could affect our status in the CSS Programme, or if you provide false information or misuse the Service.

9.5 Effect of termination. On the effective date we initiate the release of your Merchant Center from the verteco.shop CSS through Google’s procedures without undue delay; the timing of the release depends on Google. Your Merchant Center then returns to Google’s own CSS or to another CSS you have selected. Fees due for the period up to the effective date remain payable.

9.6 Switching to another CSS. You are free at any time to move your Merchant Center to Google’s own CSS or to any other CSS. We do not restrict such a switch, charge no exit fees and will cooperate. If your Merchant Center ceases to be associated with the verteco.shop CSS and you have not cancelled, we treat the end of the Association as a cancellation under Article 9.2 effective at the end of the current billing period. Fees for the current billing period are not refunded; any Fees already charged for a subsequent billing period are refunded.

9.7 Refunds. Monthly Fees are not refundable for the current billing period. For a yearly Plan, you may request a full refund of the first yearly payment within 14 days of the date it was charged; after that, yearly Fees are not refundable except under Articles 5.4, 8.7, 9.3, 9.6, 17.2, 17.3, 22.2, 23.2 and 24.1 or where required by law. Refunds go to the original payment method within 14 days of the refund decision.

10. Partner services and partner fees

10.1 Partner network. We cooperate with independent marketing agencies, consultancies and professionals in various markets (the Partners). The Partners currently participating in the Partner Programme, and the country in which each is established, are listed in Schedule 1 and on the Website at /partners/.

10.2 Services provided through Partners. Certain services that Merchants may wish to use together with the Service, in particular campaign management, consulting, onboarding and other professional marketing services, are not provided by the Operator. They are provided by Partners in their own markets, under their own professional responsibility and in accordance with the laws and professional rules of the jurisdiction in which the Partner operates.

10.3 Separate contract and separate fees. Partner Services are the subject of a separate contract concluded directly between the Merchant and the Partner. The fees for Partner Services are determined, invoiced and collected by the Partner under the Partner’s own terms, prices, payment conditions and tax rules, which depend on the Partner’s jurisdiction. Such fees are in addition to, and independent of, the Fees payable to us for the Service. The Operator is not a party to the contract between the Merchant and the Partner and does not receive or set the Partner’s fees, unless we have expressly agreed in writing to provide a specific service ourselves.

10.4 Partner billing under agency Plans. Where a Partner has an agency Plan with us, the Partner may include the Service in its own offer and invoice the Merchant for the Service together with the Partner Services. In that case (a) the Merchant’s payment obligation for the Service is owed to the Partner under the Partner’s terms, and we invoice the Partner; (b) these Terms continue to govern the Service itself as between the Operator and the Merchant; (c) the Partner may not vary these Terms or make representations about the Service beyond our published statements; and (d) Articles 8.3 to 8.8 do not apply between the Operator and the Merchant; if the Partner fails to pay us for the Merchant’s Subscription, we will notify the Merchant and offer the Merchant the option to continue under a direct Subscription before suspending the Association.

10.5 Jurisdiction of Partner Services. Partner Services are governed by the law applicable to the contract between the Merchant and the Partner, usually the law of the Partner’s market. Taxes, invoicing and dispute resolution for Partner Services follow that jurisdiction; Article 26 does not apply to disputes between a Merchant and a Partner.

10.6 Our responsibility in respect of Partners. We select Partners with reasonable care and require them to follow the conduct rules in Article 11. Partners are, however, independent businesses and not our employees, agents or representatives. We do not supervise, control or guarantee the Partner Services or a Partner’s advice, prices, invoices, availability or compliance, and we are not liable for a Partner’s acts or omissions, except where a Partner acts as our subcontractor for a service we have expressly agreed to provide or where mandatory law provides otherwise.

10.7 Freedom of choice. You may use the Service without any Partner, with a Partner of your choice or with several Partners. Ending your relationship with a Partner does not end your Subscription, and ending your Subscription does not end your contract with a Partner.

10.8 Schedule 1 and complaints. Schedule 1 is updated from time to time without this being an amendment under Article 23; the current list on the Website prevails in case of difference. Complaints about Partner Services should be addressed to the Partner; we may remove a Partner from the Partner Programme for substantiated complaints or a breach of Article 11.

11. Partner Programme: referral commissions and Partner conduct

11.0 Scope. This Article applies between the Operator and each Partner by the Partner’s acceptance on admission to the Partner Programme. In case of conflict, the Partner Programme terms published at partner.verteco.shop prevail over this Article. Nothing in this Article gives a Merchant any right against the Operator or a Partner.

11.1 Admission. Agencies and professionals may apply to join the Partner Programme through the partner portal at partner.verteco.shop. Admission is at our discretion.

11.2 Referral commission. For each Merchant referred by a Partner that becomes a paying Customer, we pay the Partner a referral commission at the rate published in the Partner Programme at the time of the referral, for the duration stated in the Partner Programme. Commission is calculated on the Fees actually received by us from the referred Merchant, excluding VAT and net of refunds and chargebacks, and is paid against the Partner’s invoice quarterly in arrears unless otherwise agreed.

11.3 Attribution and referral only. A referral is recognised only if the Merchant is registered through the Partner’s referral tools or otherwise identified to us as the Partner’s client before the Merchant’s Order. Partners refer Merchants only; they are not authorised to negotiate or conclude Contracts on our behalf, and the Merchant always orders directly from us or under Article 10.4.

11.4 Conduct rules. Each Partner must (a) describe the Service truthfully, using only the statements and figures we publish, and never promise guaranteed savings or results; (b) not present itself as Google or as the Operator, and not negotiate or conclude Contracts on our behalf; (c) comply with the Google Terms, applicable law, data protection and anti-spam rules; (d) disclose to its clients, where required by law or professional rules, that it receives a referral commission; and (e) obtain the client’s authorisation before submitting a client’s Merchant Center ID.

11.5 Withholding, recovery and ending Partner status. We may withhold or recover commission obtained through self-referrals, false information, fraud or a breach of this Article, or relating to Fees refunded or charged back. Either we or the Partner may end the Partner’s participation on 30 days’ notice, and we may do so immediately if the Partner breaches Article 11.4. Commission for Merchants validly referred before the end of participation continues for the duration provided in the Partner Programme, unless participation ended because of the Partner’s breach, subject to any rights the Partner has under mandatory law.

12. Optional Tools and data access

12.1 Optional nature. We may offer Optional Tools, for example at app.verteco.shop. They are not required for the Service, and the Association functions fully without them.

12.2 Explicit authorisation. An Optional Tool that reads data from your Google accounts can be activated only if you explicitly grant us authorisation through Google’s own consent screen (OAuth) for the permissions that tool needs. We use that authorisation only to read data, request only the scopes necessary and explain before activation which data the tool reads and why.

12.3 Read-only. Current Optional Tools only read data and do not create, change or delete campaigns, bids, budgets, product data, feeds or account settings. A tool that performs changes in your accounts is not an Optional Tool under these Terms until these Terms are amended under Article 23 and will require your separate, express enablement.

12.4 Revocation. You may revoke the authorisation at any time in your Google Account security settings or in the Optional Tool itself. After revocation we stop accessing your data and delete the data obtained through the tool within 30 days, except aggregated or anonymised data and data we must retain by law.

12.5 No processing without consent. We do not access or process data from your Google accounts except through an authorisation granted under this Article, and only for the purposes described to you and in the Privacy Policy. Our use of data received through Google APIs complies with the Google API Services User Data Policy, including its Limited Use requirements.

12.6 Preview features and fees. Optional Tools may be released in beta or preview form; they are provided as available, may be changed or withdrawn, and their outputs are informational. Optional Tools are included in the Fees unless a separate price is published and accepted by you before activation.

13. Merchant obligations and acceptable use

13.1 Before and after the CSS Switch you must (a) hold direct administrator rights to the Merchant Center concerned; (b) follow Google’s current CSS switching guidance and the pre-switch checklist published on the Website; and (c) keep your Merchant Center linked to your Google Ads account.

13.2 You must comply with the Google Terms and all laws applicable to your products, offers and advertising.

13.3 You must not (a) use the Service for unlawful products or content; (b) submit Merchant Center IDs, domains or company data that are false or that you are not authorised to use; (c) reverse engineer, scrape, overload or circumvent the security or rate limits of the Website, our forms, APIs or Optional Tools; (d) resell the Service without an agency Plan or our written consent; or (e) impersonate the Operator, Google or any Partner.

13.4 You must cooperate reasonably with us and with Google in resolving policy or technical issues relating to the Association, and inform us without undue delay of any change to your Merchant Center ID, domain, legal entity, ownership, VAT status or contact details.

14. Intellectual property

14.1 Our rights and your licence. The Website and its content, our name and logos, software and tools, and all related intellectual property rights belong to the Operator or its licensors; nothing in these Terms transfers them to you. For the term of the Contract we grant you a non-exclusive, non-transferable right to use the Service, the Website and any Optional Tools for your own internal business purposes in accordance with these Terms.

14.2 Your data. You keep all rights in your product data, feeds, trade marks and other content. You grant us a non-exclusive licence to use the information you provide as needed to provide the Service and, where you have authorised Optional Tools, the data read through them solely as needed to provide the tool you activated, as described to you and in the Privacy Policy and in compliance with Article 12.5.

14.3 Third-party marks. Google, Google Ads, Google Merchant Center and Google Shopping are trade marks of Google LLC; their use on the Website describes the CSS Programme and implies no sponsorship or endorsement by Google beyond our participation as a certified CSS.

15. Confidentiality

15.1 “Confidential Information” means non-public business, technical, financial or commercial information disclosed by one party to the other in connection with the Contract and marked or reasonably understood to be confidential.

15.2 Each party will keep the other party’s Confidential Information confidential, use it only for the purposes of the Contract and disclose it only to employees, advisers and subcontractors who need to know it and are bound by equivalent obligations. This does not apply to information that is or becomes public without breach, was already lawfully known to the recipient, is independently developed or is received from a third party without restriction. Disclosure required by law or a court is permitted.

15.3 These obligations continue for three years after the end of the Contract.

16. Data protection

16.1 Controller. The Operator is the controller of the personal data of Customers processed for concluding and performing the Contract, invoicing, support, legal compliance and legitimate business communication. Processing is governed by Regulation (EU) 2016/679 (GDPR), Act No. 18/2018 Coll. on Personal Data Protection and described in our Privacy Policy at /privacy-policy/, which informs you how we process personal data.

16.2 Processors and other recipients. We use processors including Stripe Payments Europe Ltd (payment processing), Brevo (Sendinblue SAS; e-mail delivery and newsletters) and Cloudflare, Inc. (hosting, content delivery and security). Google (Google Ireland Limited) processes your Merchant Center and Shopping ads data as an independent controller under the Google Terms; where we use Google Analytics, subject to your cookie consent, Google acts as our processor. Transfers outside the EEA rely on adequacy decisions (including the EU-US Data Privacy Framework) or standard contractual clauses.

16.3 Optional Tools and your customers’ data. If data read through Optional Tools include personal data for which you are the controller, we process them on your documented instructions as your processor under the Data Processing Agreement made available on the Website before the Optional Tool can be activated, which is concluded when you activate the Optional Tool and forms part of the Contract.

16.4 Partners, newsletters and rights. If you were referred by a Partner, we share with that Partner the information needed to administer the referral and commission, limited to your company name, Subscription status and commission base, on the basis of legitimate interest. We send newsletters only with your consent or, for existing Customers, about similar services with an opt-out in every message, in accordance with Act No. 452/2021 Coll. on Electronic Communications. You may unsubscribe at any time via the link in each e-mail. Data subjects may exercise their GDPR rights via [email protected] or [email protected].

16.5 Supervisory authority. You may lodge a complaint with the Office for Personal Data Protection of the Slovak Republic (Úrad na ochranu osobných údajov Slovenskej republiky), Hraničná 12, 820 07 Bratislava, Slovak Republic, www.dataprotection.gov.sk, or with the supervisory authority of your habitual residence or place of work.

17. Availability, support and changes to the Service

17.1 Availability and support. We use reasonable efforts to keep the Service and the Website available continuously. Because the Association is implemented in Google’s systems, we cannot control their availability, and no service level is guaranteed unless agreed in writing. Support is provided in the languages stated in Article 27.2, at [email protected] and through the Website’s contact forms, on Working days, within a reasonable time.

17.2 Changes to the Service. We may improve and change the Service, the Website and the Optional Tools. If a change materially reduces the core functionality you pay for, we will notify you at least 30 days in advance, and you may terminate the Contract with effect from the date of the change and receive a pro-rata refund of prepaid Fees.

17.3 Discontinuation. If we discontinue the Service, or if Google discontinues the CSS Programme or our participation in it, we will inform you as early as reasonably possible, if possible at least 60 days in advance, and refund prepaid Fees for the period after discontinuation. Beyond this refund we have no liability for discontinuation caused by Google.

18. Suspension

18.1 Grounds. We may suspend the Service, the portals or the Optional Tools, in whole or in part, if Fees remain unpaid after the periods in Article 8.6, if you materially breach Article 13, if Google requires it or suspends your Merchant Center, if necessary to comply with law or to protect the security of our systems or the CSS Programme, or if we reasonably suspect fraud or misuse.

18.2 Process. Where practicable we will notify you before suspending and give you the opportunity to remedy the issue. Suspension is limited to what is necessary and lifted promptly once the ground is removed. Fees continue to accrue during a suspension caused by your breach for at most 30 days, after which either party may terminate the Contract.

19. Warranties and disclaimers

19.1 Our warranties. We warrant that, at the Effective date, we are a Google-certified CSS participating in the CSS Programme, that we will inform you without undue delay if that ceases to be the case (Article 17.3 then applies), and that we will provide the Service with reasonable skill and care.

19.2 Disclaimers. Except as expressly stated in these Terms, the Service, the Website and the Optional Tools are provided without further warranty. In particular, we do not warrant any advertising result (Article 4.4), the availability or decisions of Google, or the accuracy of general information published on the Website (such as the savings simulator and the CSS comparison list). Nothing in this Article limits warranties or rights that cannot be excluded under applicable law.

20. Limitation of liability

20.1 Cap. Subject to Article 20.3, the total liability of each party arising out of or in connection with the Contract, whether in contract, tort, by statute or otherwise, is limited to the greater of (a) the total Fees paid or payable by you under the Contract in the 12 months immediately preceding the event giving rise to the claim and (b) EUR 500.

20.2 Excluded losses. Subject to Article 20.3, neither party is liable for loss of profit, revenue, business, anticipated savings, goodwill or data, for wasted advertising expenditure, for the cost of substitute services or for any loss that was not foreseeable at the conclusion of the Contract (section 379 Commercial Code).

20.3 Liability that cannot be excluded. Nothing in these Terms excludes or limits liability for death or personal injury, for damage caused intentionally or by gross negligence, for fraud, or for any other liability that cannot be excluded or limited under applicable law. Articles 20.1 and 20.2 also do not apply to your obligation to pay Fees, to a breach of Article 15 or to your indemnity under Article 21.

21. Indemnity

21.1 You will indemnify us against third-party claims, fines and reasonable costs (including reasonable legal fees) arising from the products, offers, content, feeds or websites you advertise, your breach of the Google Terms or applicable law, your breach of Article 13, or your submission of a Merchant Center ID, domain or data you were not authorised to use.

21.2 We will notify you promptly of any such claim, let you lead the defence where you accept the obligation to indemnify, and cooperate reasonably at your expense. We will not settle a claim in a way that imposes obligations on you without your consent, not to be unreasonably withheld.

22. Force majeure

22.1 Neither party is liable for a failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, epidemics, strikes, governmental actions, network or power failures, and outages or actions of Google or other third-party platforms. The affected party will inform the other without undue delay.

22.2 If a force majeure event prevents performance of the Service for more than 30 consecutive days, either party may terminate the Contract by written notice and we will refund prepaid Fees for the period after termination.

23. Changes to these Terms

23.1 We may amend these Terms. We will notify you of material amendments at least 30 days before they take effect, by e-mail to your contact address and by publishing the new version on the Website with its effective date.

23.2 If you do not agree with an amendment, you may terminate the Contract with effect from the date the amendment takes effect, by notice to [email protected] before that date, and we will refund prepaid Fees for the period after termination. If you continue to use the Service after the effective date, the amended Terms apply.

23.3 Amendments that do not adversely affect your rights, such as corrections, updates of contact details or Schedule 1, or new optional features, may take effect on publication.

24. Assignment and subcontracting

24.1 We may assign or transfer the Contract to an affiliate or a successor of our business and will notify you; you may terminate within 30 days of the notice if the transfer adversely affects you, and we will refund prepaid Fees for the period after termination. You may not assign the Contract without our prior written consent, which we will not unreasonably withhold.

24.2 We may use subcontractors and processors and remain responsible for their performance as for our own.

25. Notices and communications

25.1 Notices to us must be sent to [email protected] or, for legal matters, to our registered office by post. Notices to you are sent to the e-mail address in your Order or portal account. An e-mail is deemed received on the Working day after dispatch unless the sender receives a delivery failure.

26. Governing law and dispute resolution

26.1 Governing law. The Contract and any non-contractual obligations connected with it are governed by the laws of the Slovak Republic, in particular Act No. 513/1991 Coll., the Commercial Code. The United Nations Convention on Contracts for the International Sale of Goods and conflict-of-law rules leading to another law are excluded.

26.2 Amicable resolution. The parties will first try to resolve any dispute amicably and may agree to mediation under Act No. 420/2004 Coll. on Mediation. If a dispute is not resolved within 30 days of the first written notice of it, either party may bring it before the courts.

26.3 Jurisdiction. The courts of the Slovak Republic have exclusive jurisdiction over disputes arising out of or in connection with the Contract. Where the rules of civil procedure allow a choice, the court with local jurisdiction for the Operator’s registered office in Žilina is competent. We may also bring an action for payment before the courts at your registered office.

26.4 Business customers. Because the Service is offered to businesses only, consumer protection rules do not apply to the Contract. If, exceptionally, mandatory law classifies you as a consumer, the mandatory consumer protection provisions of the law applicable to you apply and nothing in these Terms limits your rights under them; in that case you may also use alternative dispute resolution under Act No. 391/2015 Coll. and may sue before the courts of your domicile where EU law so provides.

27. Language

27.1 These Terms are drawn up in English. Translations are provided for convenience and information only; in case of inconsistency or dispute about interpretation, the English version prevails.

27.2 We communicate in English and Slovak and, where indicated on the Website, in other languages; Partners may communicate with you in the language of their market.

28. General provisions

28.1 Severability. If any provision of these Terms is or becomes invalid or unenforceable, the remaining provisions remain in force and the invalid provision is replaced by a valid one that comes closest to its economic purpose.

28.2 Entire agreement. The Contract is the entire agreement between you and us regarding the Service and supersedes all prior agreements, proposals and communications on its subject matter.

28.3 No waiver. A failure or delay in exercising a right is not a waiver of it. A waiver is effective only in writing.

28.4 Independent parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between the parties or between the Operator and any Partner.

28.5 Schedule. Schedule 1 (Partners and their countries), generated from the public partner directory and set out at the end of this document, forms part of these Terms.

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