General Terms and Conditions of dotidot s.r.o

I. RECITALS

1. These General Terms and Conditions /hereinafter referred to as “GTCs”/ of PPC Bee s.r.o., a limited liability company, ID No. 040 38 002, with its registered office at Křížová 2598/4, Prague 5, Smíchov, Postal Code 150 00, incorporated in the Companies Register of the Metropolitan Court in Prague under Section C, Insert No. 241330 /hereinafter referred to as the “Provider”/ govern the mutual rights and obligations laid down between the Provider and a natural person – a business person (as part of the business person’s business activities) or a legal entity /hereinafter referred to as the “Customer”/, arising in connection with the provision of services consisting in the use of the PPC Bee Application which is designed for administration of PPC campaigns in PPC systems operated by third parties. The PPC Bee Application is available online at http://app.ppcbee.com
2. Provisions deviating from those laid down in these GTCs may only be stipulated in an Agreement. Deviating provisions laid down in the Agreement or in other arrangements between the Contracting Parties shall prevail over the provisions hereof.
3. The provisions of these GTCs are published at http://www.ppcbee.com. These GTCs are available in both, Czech and English. In the event of a conflict between the two language versions, the Czech version shall prevail.
4. The Provider may modify or amend the wording of these GTCs. The Provider shall notify the Customer of any such change in an appropriate manner (a communication sent to the e-mail entered in the PPC Bee Application registration shall suffice) no less than 30 days in advance. The amendment shall be effective in relation to the Customer as of the date specified in such notification. Unless the Customer agrees to such amendment of the GTCs, the Customer is entitled to terminate the Agreement by notice as of the effective date of such an amendment. The Customer shall deliver the notice no later than one day before the effective date of the amendment.
5. These GTCs have been supplemented by Personal Data Protection Policy.

II. DEFINITION OF TERMS

"Agreement" – a regular license agreement to use the PPC Bee Application connected with an agreement for the provision of related services of customer support for Internet applications entered into by and between the Provider and the Customer, governing the provision of the PPC Bee Application designed for creation and administration of PPC campaigns and Additional Features, available at http://app.ppcbee.com, concluded pursuant to Article III hereof.

"PPC Bee Application” – an application designed for administration of PPC campaigns in PPC advertising systems operated by third parties, such as Google Ads, Seznam Sklik, and Microsoft Advertising, which the Customer administers through the Provider’s administration interface. The PPC Bee Application is a work as defined in Act No. 121/2000 Coll., the Copyright Act. The PPC Bee Application as well as its individual modules, databases contained therein, and graphic elements that are part of the software are protected by copyright as a computer program. The Provider (PPC Bee s.r.o.) is the executor of all proprietary copyrights to the PPC Bee Application and the licensor, including in relation to any and all modules created on its basis.

“PPC systems” – pay-per-click systems; advertising systems allowing advertisers to place their advertisements on the Internet, whereas each placement is paid only when a user clicks on the advertiser’s advertisement.

“Additional Features” – a term covering additional PPC Bee Application functions that are not a part of the basic PPC Bee Application license and are offered to the Customers separately.

“Image Editor” – an additional PPC Bee Application feature that allows the Customer to edit any images they upload. Use of the Image Editor is subject to special fees as per the Price List.

“Facebook Campaigns” – an additional PPC Bee Application feature that allows the Customer to create advertising campaigns for the Facebook platform. Use of Facebook Campaigns is subject to special fees as per the Price List.

“Feed Scraper” – an additional PPC Bee Application feature that allows the Customer to create a new data source from a website sitemap URL or enrich an existing data source with data from the website. Use of Feed Scraperu is subject to special fees as per the Price List.

“Feed export” – an additional PPC Bee Application feature that allows the Customer to transform the input data source according to the requirements of the target advertising platform (eg. advertising systems, product comparators, ..). Use of Feed Export is subject to special fees as per the Price List.

III. ENTERING INTO AGREEMENT AND ITS VARIANTS

1. The Customer shall get registered at https://app.ppcbee.com/en/sign_up using the e-mail address of the Customer’s choice and shall choose a password /hereinafter referred to as “Login Data”/. As part of the registration, the Customer shall provide their other identification details. The Customer is obliged to notify the Provider of any change to such data without delay. Upon the registration, a user account is created for the Customer in the PPC Bee Application. By means of this registration, the Customer expresses their consent to the Rules for Use of the PPC Bee Application as defined in Article IV hereof and agrees to observe them as applicable.
2. The Customer shall log in using their Login Data for the PPC Bee Application at https://app.ppcbee.com/en/sign_in. The Customer may enter input data on their products and marketing campaigns to be processed in the PPC Bee Application via the PPC Bee Application interface. Subsequently, the Customer may link their PPC account managed by a third party with the PPC Bee Application. This linking will enable synchronization of advertisement groups and keywords with the requested PPC systems through the API interface. The Customer can also separately activate selected Additional Features.
3. Upon the first synchronization of the user account with the advertising system, or upon the activation of an individual Additional Feature, a trial license is granted to the Customer in the relevant scope. The trial license is granted to the Customer free of charge for a limited period of time as specified in the Price List. Some Additional Features may not have a trial license available and an Agreement must be concluded in order to activate them. The Provider may extend the trial license at the Customer’s request. If the Customer’s trial license expires without the Customer requesting its extension or showing interest in any of the paid tariffs offered, the Provider is entitled to suspend the synchronization of the Customer’s PPC Bee account with advertising systems or prevent the Customer from accessing the Additional Features.
4. The Customer is entitled to make the initial setup of the requested parameters for the use of the PPC Bee Application which will be applied after the expiration of the trial license (i.e. to set up the requested frequency of synchronizations/ data source updates and the requested level of support) and to add invoicing data in the administration of their user account any time. The Agreement is concluded by confirming (“submitting”) the completed invoicing data, and a regular license is thereby automatically activated. After the trial license expires, a regular license is automatically activated for the period of one month. The regular license is then automatically extended by one month each time until the Agreement is terminated by one of the procedures under Article VIII hereof. With each extension, PPC Bee shall automatically evaluate the volume of products advertised by the Customer and, in combination with the set level of support and frequency of synchronizations/ data source updates, it shall calculate the Price in compliance with the procedure described in Article VI hereof. The volume of items or other criteria for determining the price of Additional Features will be evaluated similarly.
5. Under the Agreement, the Provider agrees to provide the Customer with a non-exclusive license to use PPC Bee for a limited period of time as an unprocessed work in its original form, solely for the Customer’s business purposes and under the conditions defined herein, the selected tariff, and selected Additional Features, and to provide related services of support within the extent chosen by the Customer. The Customer agrees to pay the Price specified in the Price List.
6. The Parties may also enter into the Agreement in writing. In such case, the provisions of these GTCs concerning the method of entering into the Agreement shall apply with the necessary modifications. Any deviating provisions laid down in such Agreement shall prevail over the provisions herein.

IV. RULES FOR USE OF PPC Bee APPLICATION

1. The creation of campaigns shall be carried out in PPC systems under the accounts owned by the Customer. The Customer agrees that the PPC Bee Application will access the Customer’s accounts through the API token for the Sklik interface and through the OAUTH access system for Microsoft Advertising, Facebook, and accounts operated by Google (such as Google Ads). For Google Ads, the Customer agrees to linking their Google Ads account with the Provider’s “My Client Center” (mcc@ppcbee.com - 958-198-3989). The Customer shall be invited to such linking by the Provider by e-mail or by phone. The linking will enable better technical support from PPC Bee and full technical support for Google Ads accounts.
2. The Provider is entitled to restrict or suspend the provision of PPC Bee Application services or selected Additional Features if their provision is prevented by reasons originating from the activities of third parties or force majeure (such as fire, flood, etc.) or due to a failure on the part of other providers, provided that, based on objective evaluation, these events could not have been avoided.
3. The Provider shall bear no liability for the malfunctioning of the PPC systems of Sklik, Microsoft Advertising, and Google Ads or other systems operated by any other third parties if these are utilized for the use the PPC Bee Application. In such case, the Customer is not entitled to a refund of the Price paid for the provision of services.
4. The Provider shall always be liable solely for damage caused by the use of the application up to the amount equaling the sum of the license fees, agreed upon by and between the Provider and the Customer, paid for one month preceding the month in which the damage occurred.
5. The Provider undertakes to make every effort to implement any changes in the API interface of PPC system operators, or system operators that are used by Additional Features, sufficiently in advance. However, the Provider shall bear no liability for the malfunctioning of the PPC Bee Application caused by unpredicted changes in the API interface of PPC system operators, or system operators that are used by Additional Features, that the Provider could not have implemented even with due professional care, or in the event of an outage of the API interface of such operators. In such case, the Customer is not entitled to a refund of the Price paid for the provision of services.
6. The Provider shall bear no liability for any damage caused by the Customer during the creation and administration of campaigns or caused by content generated by the Customer. The Customer is the holder of copyright to all content (created texts, keywords, images, and other graphic elements, etc.) inserted by the Customer into the PPC Bee Application. The Customer shall bear full liability for the content of applications created by the Customer and for the accuracy of the information. Should the Provider be obliged to compensate damage caused to a third party through the Customer’s use of the application, the Customer is obliged to pay the compensation for such damage to the Provider without any delay.
7. The Customer acknowledges that the keywords used in campaigns may be protected, e.g. by a registered trademark, and that the Customer bears exclusive liability for the use of such keywords in compliance with legislation. The Customer hereby declares that by using such keywords the Customer does not infringe third parties’ rights. The Provider shall bear no liability for any infringement, whether negligent or intentional, of any third party’s intellectual property rights resulting in connection with the use of the PPC Bee Application by the Customer. The Customer shall waive the right to claim compensation from the Provider for damage inflicted upon third parties by infringement of their intellectual property rights.
8. The Provider shall bear no liability for any temporary or permanent loss, damage or destruction of the Customer’s or third parties’ data in connection with the use of the PPC Bee Application (hereinafter referred to as the “Incident”), unless such Incident results from an intentional conduct of the Provider. In such case, it is a defective performance and the Customer is entitled to request a discount from the Price of the services up to 100% of the invoiced amount for the affected month.
9. The Customer shall provide the Provider with all assistance needed to ensure proper provision of services, in particular to hand over all necessary information and documents which the Provider asks the Customer for, provided that provision thereof is needed to accomplish the purpose of the Agreement.
10. The Customer is not entitled to modify the PPC Bee Application in any manner, make it available to any third parties, lease it or grant license or sublicense thereto.
11. The PPC Bee Application (app.ppcbee.com) shall be available with 99 percent availability guaranteed (which can be checked at https://synthetics.newrelic.com/report/4Ygev). Planned availability outages shall be announced via e-mail at least 24 hours in advance, will not be planned for national holidays and significant days (e.g. Christmas, Black Friday, etc.) and shall take place predominantly at night or over weekends, where possible. In case of an unexpected failure, full functionality of the Application shall be restored usually within 2 hours of such failure.

V. SUPPORT GUARANTEE SERVICE

VI. REMUNERATION /PRICE/ FOR THE PROVISION OF SERVICES, PAYMENT TERMS

1. Regarding the basic PPC Bee Application license, the Price for the services (=license fee) provided to the Customer under the Agreement shall depend on the level of provided support selected by the Customer, the frequency of synchronizations requested by the Customer, and the total volume of products advertised through the PPC Bee Application. As for the Facebook Campaigns Additional Feature, the Price depends on the volume of „spend” (i.e. the cost of campaigns due to the operator of Facebook). Concerning the Image Editor Additional Feature, the Price depends on the number of exported items. In the case of using the Image editor Additional Feature for Feed exports Additional feature, the corresponding amount for updating the data source is added to the Price. Concerning the Feed scraper Additional Feature, the Price depends on the number of active scrapped domains and the frequency of data source updates. Concerning the Feed export Additional Feature, the Price depends on the number of active items in the active feed exports and the frequency of data source updates. Prices are specified in the Price List published on the Provider’s PDF. The prices quoted in the Price List are exclusive of VAT. The Provider is entitled to modify or change the tariffs offered unilaterally; the provisions of GTCs related to such change shall apply with the necessary modifications.
2. The Price for the services (=license fee) is monthly either as a subscription (advance payments) or for the period past. In case of the Additional Features, the price is determined retrospectively. The invoicing in the form of a subscription (advance payments) is decided by the Provider upon their own discretion, they can grant this option in individual cases, but are not bound by any legal obligation in this regard. The Customer shall pay the subscription either via wire transfer to the Provider’s bank account, or the payment shall be withdrawn from the Customer’s debit/credit card if the Customer enters their card details. The Customer is entitled to change the requested level of support or increase the frequency of synchronizations/data source updates at any time; the Price shall be determined based on the services set on the last day of the preceding period.
3. In the case of paying the license fee in the form of subscription, its amount is determined according to the situation in the immediately preceding period of one month (see paragraph 1) and the Customer will receive a proforma invoice during the month to pay the subscription for the following month. In the case of paying the license fee for the past period, its amount is determined by the high-water mark method, ie according to the highest achieved state in the month and the Customer will receive an invoice after the end of the month. For the avoidance of doubt, with the Feed scraper Additional Feature, the amount of the monthly price is determined according to the highest number of simultaneously scrapped domains in the month.
4. The invoice shall be payable within 14 days of its dispatch to the Customer. The Provider shall send the invoice by e-mail to the Customer’s e-mail address under which the Customer is registered in the PPC Bee Application, or to a different address provided by the Customer. The regular invoice for the payment made on the basis of the proforma invoice shall be sent by the Provider within the statutory period of time. The Customer agrees to have these documents sent electronically. The day on which the payment is credited to the Provider’s account shall be deemed the date of payment of the Price.
5. Should the Customer be in default with any payment for more than 14 days, the Provider is entitled to suspend the PPC Bee Application services for the Customer. In the event of the Customer’s default with any outstanding payment, the Provider shall become entitled to contractual late payment interest in the amount of 0.05 per cent of the outstanding amount for each day of such default. The contractual late payment interest shall become due after the 14th day from the moment the Provider notified the Customer of claiming the late payment interest.
6. The Provider shall resume the provision of the service suspended pursuant to the preceding paragraph no later than the following business day after the day on which all due payments of the Customer to the Provider are paid. Restricted or suspended provision of services by the Provider due to a breach of the Customer’s obligations shall not exempt the Customer from the obligation to make the agreed-upon payments, nor shall it give the Customer any right to receive compensation for any damage.
7. The Provider is entitled to cancel the Customer’s user account and delete the Customer’s user data after one month from the day on which the Customer starts being in default.

VII. PROTECTION OF CONFIDENTIAL INFORMATION, NON-DISCLOSURE

1. The Customer undertakes to keep confidentiality of the Provider’s confidential information and trade secrets and not to disclose them or make them accessible to any third parties or to use them for the Customer’s own benefit or for the benefit of any third parties. For the avoidance of doubt, the Provider defines confidential information as: technical or commercial information of the Provider or any other information of the Provider that is not publicly available, in particular data, know-how, used computer programs, processes, designs, concepts, specifications, pricing information, business, financial and marketing plans, information, other intellectual property items created by the Provider protected by law, and other information that is designated as confidential by the Provider. The Customer agrees to protect the Login Data from abuse; the Provider is not obliged to compensate damage incurred by a potential abuse of the Login Data by any third party.
2. Likewise, the Provider undertakes to keep confidentiality of the Customer’s confidential information and trade secrets and not to disclose them or make them accessible to any third parties or to use them for the Provider’s own benefit or for the benefit of any third parties. The obligation of confidentiality applies in particular to the Login Data for access to the Customer’s accounts in PPC systems and to information on the results achieved in PPC campaigns under the Agreement, including information on number of clicks and the paid Price.
3. The Parties agree to protect the confidential information so as to prevent its disclosure to third parties, and they further agree not to disclose, reveal or make the confidential information accessible to any third parties.
4. The obligation of confidentiality with respect to confidential information, trade secrets, etc., i.e. the obligation not to disclose such information or make it accessible to any third parties, is not limited by time and the Parties are obliged to comply with it even after a potential termination of the Agreement.
5. The Customer grants the licensor consent to use the Customer’s person, including logo, as a business reference. Where the logo is protected under industrial law, the Customer grants the Provider a royalty-free license to use the logo for this purpose.

VIII. AGREEMENT TERM AND TERMINATION

IX. OTHER AND FINAL PROVISIONS

1. The Agreement between the Customer and the Provider shall come into force and effect immediately when concluded.
2. For the purposes of delivery of documents, the Parties have agreed that the effectiveness of any act shall also be preserved where one Party makes such act in writing in paper form and sends it via a postal service provider to the address of the registered office of the other Party. Such document shall be deemed to have been delivered on the third day after its demonstrable sending.
3. Should any provision of the Agreement or these GTCs become invalid or ineffective, such invalidity or ineffectiveness shall not affect the other provisions of the Agreement or these GTCs.
4. The contractual relationship and any disputes arising therefrom shall be governed by Act No. 89/2012 Coll., Civil Code, as amended. The court competent to resolve disputes arising from the Agreement or related thereto is the ordinary court of the Provider. In the event of an international element, the governing law shall be the national law of the Czech Republic.
5. These GTCs supersede all previous terms and conditions and are effective as of the 15th September 2021.

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