General Terms and Conditions

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 Commercial Register of the Municipal 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 sole trader /as part of the sole trader’s business activities/ or a legal entity /hereinafter referred to as the "Client"/, arising in connection with the provision of the service 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 of these GTCs.
3. The provisions of these GTCs are published at http://www.ppcbee.com. These GTCs have been made in the Czech and English languages. 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 Client of any such change in an appropriate manner (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 Client as of the date specified in such notification. Unless the Client agrees to such amendment of the GTCs, the Client is entitled to terminate the Agreement by notice as of the effective date of such an amendment. The Client 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 Principles.

II. DEFINITION OF TERMS

"Agreement" – licence agreement for the use of 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 Client, governing the provision of the PPC Bee Application designed for creation and administration of PPC campaigns and available at http://app.ppcbee.com, concluded pursuant to Article III hereof.

"PPC Bee Application” – application designed for administration of PPC campaigns in PPC advertising systems operated by other parties, such as Google AdWords, Seznam Sklik and Bing, which the Client 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.

III. ENTERING INTO AGREEMENT AND ITS VARIANTS

1. The Client shall get registered at the address https://app.ppcbee.com/sign_up using the e-mail address of the Client's choice and shall choose a password /hereinafter referred to as "Login Data"/. As part of the registration, the Client shall provide their other identification data. The Client is obliged to notify the Provider of any change to such data without delay. Upon the registration, a user account is created for the Client in PPC Bee Application.
2. The Client shall log in using their Login Data for the PPC Bee Application at https://app.ppcbee.com/sign_in. The Client 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 Client is entitled to 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 requested PPC systems through the API interface.
3. Upon the first synchronization of the user account with the advertising system, a trial license agreement is concluded, enabling the Client to use the PPC Bee Application for the next 30 days free of charge. The Provider may extend the trial license at the Client’s request. If the Client’s trial license expires without the Client requesting its extension or showing interest in any of the paid tariffs offered, the Provider is entitled to suspend the synchronization of the Client’s PPC Bee account with advertising systems after one month. The Provider has the same right if the Client fails to fully pay the license fee according to the selected tariff within 14 days after its due date.
4. The Client 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 licence (i.e. to set up the requested frequency of synchronizations and the requested level of support) and to add invoicing data in the administration of their user account any time. After the trial license expires, PPC Bee shall automatically evaluate the volume of products advertised by the Client and, in combination with the setup level of support and frequency of synchronizations, it shall calculate the price in compliance with the procedure described in Article VI hereof. Subsequently, the Client shall receive the first proforma invoice by e-mail. The Agreement shall be entered into upon the payment of the proforma invoice. Throughout the period between the expiry of trial licence and the payment of the proforma invoice, the Client is allowed to use the PPC Bee Application within the setup scope of licence as if the licence has already been provided. Should the Client fail to pay the proforma invoice by the due date, this option shall be suspended until the payment.
5. Under the Agreement, the Provider agrees to provide the Client with a non-exclusive licence to use PPC Bee as an unprocessed work in its original form, solely for the Client's business purposes and under the conditions defined herein and the selected tariff, and to provide related services of support within the extent chosen by the Client. The Client agrees to pay the price specified in the price list.
6. The licence for a calendar month shall be created upon the payment of the license fee in full.
7. 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 Client. The Client agrees that the PPC Bee Application will access the Client's accounts through the OAUTH access system for Google AdWords and Bing and through the username and password (or API token) for the Sklik interface. For Google AdWords, the Client agrees to linking their AdWords account with the Provider’s “My Client Center” (mcc@ppcbee.com - 958-198-3989). The Client 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 AdWords accounts.
2. The Provider is entitled to restrict or suspend the provision of PPC Bee Application services 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, Bing and AdWords or other systems operated by any other parties, if these are utilized for the use the PPC Bee Application. In such case, the Client 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 equalling the sum of the licence fees, agreed upon by and between the Provider and the Client, paid for three months 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 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 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 Client 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 Client during the creation and administration of campaigns or caused by content generated by the Client. The Client is the holder of copyright to all content (created texts, keywords, etc.) inserted by the Client into the PPC Bee Application. The Client shall bear full liability for the content of applications created by the Client and for the accuracy of the information. Should the Provider be obliged to compensate damage caused to a third party through the Client's use of the application, the Client is obliged to pay the compensation for such damage to the Provider without delay.
7. The Client acknowledges that the keywords used in campaigns may be protected, e.g. by a registered trademark, and that the Client bears exclusive liability for the use of such keywords in compliance with legislation. The Client hereby represents that by using such keywords the Client 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 Client. The Client 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 Client’s or third parties' data in connection with the use of the PPC Bee Application.
9. The Client 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 Client for, provided that provision thereof is needed to accomplish the purpose of the Agreement.
10. The Client 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 99.5 percent availability guarantee (which can be checked at https://synthetics.newrelic.com/report/4Ygev). Scheduled availability outages shall be announced via e-mail at least 24 hours in advance, shall 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 within 2 hours of such failure.

V. SUPPORT GUARANTEE SERVICE

1. Throughout the term of the Agreement, the Provider shall provide the Client with technical support and assistance within the extent of the selected tariff.
2. Our support addresses two types of requests:
   • Technical Issues
     • e.g. errors in synchronization, faulty loading of the data source, 500-type errors in the application, etc.
     • shall be reported using the form available at http://app.ppcbee.com/support
   • Application Issues
     • e.g. issues concerning navigation in the application, requests for assistance in setting up the application, explanation of terms, etc.
     • automatically fall under severity level Normal.
3. We offer three categories of support for the Client to choose; the categories of support are outlined in the following overview:
   • DIY (Technical Issues)
   • BASIC (Technical Issues, Application Issues)
   • ENTERPRISE (Technical Issues, Application Issues)
4. Following the receipt of a support ticket, our support team assesses the severity of the request and informs the Client of this fact within the response time. The request resolution time starts from the moment when the Client is informed of the severity of their request. The guaranteed response times and request resolution times are established in the following table:

		DIY	Basic	Enterpise
Communication channels		form, e-mail	form, e-mail, chat	form, e-mail, chat, phone
Response time		within 3 hours during business hours (9 a.m. – 5 p.m. CET)		within 3 hours – submitting the support ticket via the form and making a phone call are required
Request resolution time	Low	not estabilished	not estabilished	not estabilished
	Normal	6 days		72 hours
	High	3 days		36 hours
	Urgent	1 day		12 hours

5. Request severity
   • URGENT
     • The technical request relates to issues connected with campaign generation or synchronization, generation of export data sources or any other defects that make it impossible for the Client to generate data into advertising systems correctly.
     • It has the highest priority and shall be dealt with preferentially.
   • HIGH
     • The technical request occurs in the PPC Bee web interface and can be replicated for more than 1 client.
     • The Application Issue on this level is connected with invoicing.
     • It has a higher priority than a request of severity Normal and Low.
   • NORMAL
     • Any error that does not fall under severity levels Urgent, High, and Low.
     • Application Issues fall under this level of severity.
   • Low/New feature
     • Our support can also assess that an error reported by the Client is not an error but a new feature that is not subject to error correction at the moment, since it is not an error.
     • It has not been defined when work on the new feature will begin and whether we will include the feature in our development schedule.
     • If the new feature is implemented, PPC Bee shall inform the Client of such fact via e-mail.
6. We cannot guarantee the functionality of all services nor the established error resolution time where the error has been caused by a third party (such as Google AdWords, Sklik, and/or Bing API) or on the part of the Client (e.g. we are unable to download the Client's data source due to an error on the Client's part or when such data contains errors).

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

1. The Price for the services (= license fee) provided to the Client under the Agreement shall depend on the level of provided support selected by the Client, the frequency of synchronizations requested by the Client and the total volume of products advertised through the PPC Bee Application in the immediately preceding period of one month, and shall be established in the price list published on the Provider's website https://www.ppcbee.com/en/pricing, unless the Provider and the Client agree otherwise. The prices quoted in the price list are exclusive of VAT. The Provider is entitled to modify or change the tariff offer unilaterally; the provisions of GTCs related to such change shall apply with the necessary modifications.
2. The service fee (= license fee) shall be paid monthly in the form of subscription. The Client shall pay the subscription either via wire transfer to the Provider’s bank account, or the payment shall be withdrawn from the Client’s payment card if the Client enters their card details. The Client is entitled to change the requested level or support or increase the frequency of synchronizations any time; the price shall be determined based on the setup of services on the last day of the previous period.
3. Unless agreed otherwise, the Client shall be sent a proforma invoice for the payment of subscription of the next month during the current month. The invoice shall be payable within 14 days of its dispatch to the Client. The Provider shall send the invoice by e-mail to the Client’s e-mail address under which the Client is registered in the PPC Bee Application, or to a different address provided by the Client. The regular invoice for the payment made on the basis of the proforma invoice shall be sent by the Provider within the statutory period. The Client 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.
4. Should the Client be in default with any payment for more than 14 days, the Provider is entitled to suspend the PPC Bee Application services for the Client. In the event of the Client's default with any due payment, the Provider shall become entitled to contractual late payment interest in the amount of 0.05 percent 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 Client of claiming the late payment interest.
5. 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 Client to the Provider are made. Restricted or suspended provision of services by the Provider due to a breach of the Client’s obligations shall not exempt the Client from the obligation to make the agreed-upon payments, nor shall it give the Client any right to be reimbursed for any damage.
6. The Provider is entitled to cancel the Client’s user account and delete the Client's user data after one month from the day on which the Client gets into default.

VII. PROTECTION OF CONFIDENTIAL INFORMATION, NON-DISCLOSURE

1. The Client 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 Client'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 programmes, 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 Client 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. The Provider undertakes to keep confidentiality of the Client'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 Client’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 be limited by time and the Parties are obliged to comply with it even after a potential termination of the Agreement.
5. The Client grants the licensor consent to use the Client's person, including logo, as a business reference. Where the logo is protected under industrial law, the Client grants the Provider a royalty-free licence to use the logo for this purpose.

VIII. AGREEMENT TERM AND TERMINATION

1. The Agreement is concluded for an indefinite period, unless otherwise agreed by the Agreement or by consensus of the Parties.
2. The Provider shall provide services to the Client throughout the duration of the Agreement. However, the provision of services may be suspended by the Provider:
   • for the duration of an obstacle on the part of the Provider making it objectively impossible to provide some of the services stipulated under the Agreement; or
   • in other cases allowed by the Agreement or the GTCs.
3. The Provider is entitled to terminate the provision of services under this Agreement unilaterally and to terminate the Agreement by notice provided that the Client’s conduct represents a material breach of obligations arising from the Agreement or the GTCs. A material breach of the Contract includes, without limitation:
   • the Client's default with any payment for a period longer than 30 calendar days;
   • repeated failure to fulfil the obligations under the Agreement and/or these GTCs;
   • using the provided services at variance with the Agreement, these GTCs or applicable legislation, good morals and common ethical values /such as uploading pornography, etc./.
   • abuse of the possibility to change the requested level of support or frequency of synchronizations pursuant to Article VI.2 for the purpose of reducing the payment of the price for the next month
4. The Client is entitled to terminate the Agreement in the event that:
   • the PPC Bee Application is repeatedly unavailable in excess of the percentage guaranteed under Article IV.10,
   • the Provider exceeds the response time or the issue resolution time stipulated in Article V – Support Guarantee Service
   • the Provider uses the login data for access to the Client’s account in PPC systems for any purpose other than to perform the Agreement.
5. The termination notice shall be made in writing and sent to the other Party to the e-mail provided by the Client upon registration (where the notice is given by the Provider), or to info@ppcbee.com (where the notice is given by the Client). Where possible with regard to the nature of termination grounds, the termination notice shall be preceded by at least one notification with a request to remedy the situation.
6. The termination notice referred to in clauses 3 and 4 shall come into effect on the day following the date on which the termination notice was sent to the other Party (the termination is without a notice period).
7. Both the Provider and the Client are entitled to terminate the Agreement also by a written notice without giving a reason. In such case, the notice period shall be 2 months and shall start on the first day of the month following the month in which the notice was delivered to the other Party.

IX. OTHER AND FINAL PROVISIONS

1. The Agreement between the Client and the Provider shall come into force and effect at the moment of execution thereof.
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 1 May 2018.