General Terms and Conditions

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

1. The Price for the services provided to the Customer under the Agreement and the method of its calculation is individual for each created Organization and Sub-organization and depends on whether the Old Price List or the New Price List is applicable and effective for the Organization (or Sub-organization). The Old Price List is applicable and effective for all services used for Organizations (and Sub-organizations) created no later than on 2022/05/15 (date); The new Price List is then applicable and effective for all services used for Organizations (and Sub-organizations) created from 2022/05/16 (date) on.
2. If the Old Price List is applicable for the Organization or Suborganization, the Price for the services provided to the Customer for this Organization in case of basic functions 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. If the New Price List is applicable for the Organization or Sub-organization, the Price for the services provided to the Customer for this Organization in the case of basic functions shall depend on “spending” (i.e. spending on campaigns that are managed through the PPC Bee Application and paid to individual marketing services operators) and the frequency of synchronizations requested by the Customer.
3. As for the Facebook Campaigns Additional Feature, the Price always depends on the volume of „spending” (i.e. the cost of campaigns due to the operator of Facebook). Concerning the Image Editor Additional Feature, the Price always depends on the number of exported items. In the case of using the Image editor Additional Feature for Feed Eexports 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 always specified in the Price List applicable and effective for the selected Organization and Sub-Organization. The prices quoted in the Price Lists are always 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.
4. The Price for services within the scope of basic functions is payable monthly either as a subscription (advance payments) or for the period past (=retrospectively). In case of the Additional Features, the price is always 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.
5. In the case of paying the 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 fee for the past period (=retrospectively), 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. From the point of view of charging, each Organization and Sub-organization is looked at separately, and a separate invoice is issued for each Organization and Sub-organization. The division according to the Price Lists (Old or New) is also used in the event that the Organization was created before the reference date and the Sub-organization only after it (in this case, the use of services for the Organization is charged in compliance with the Old Price List, while the use of services for the Sub-organization is already charged in compliance with the New Price List). In the case of consolidation of the Sub-organization into the superior Organization, further charging for services is always governed by the Organization’s regime, so in the above-mentioned case, the Organization (and the consolidated Sub-organization within it) would be governed by the Old Price List.
6. 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.
7. 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.
8. 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.
9. 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 Provider 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

1. The Agreement is concluded for an indefinite period of time, unless otherwise agreed by the Agreement or by consensus of the Parties.
2. The Provider shall provide services to the Customer 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 Customer’s conduct represents a material breach of obligations arising from the Agreement or the GTCs. A material breach of the Agreement includes, without limitation:
   • the Customer’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 in violation of 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/data source updates pursuant to Article VI.2 hereof in order to reduce the Price for the next month.
4. The Customer is entitled to terminate the Agreement by notice in the event that:
   • the PPC Bee Application is repeatedly unavailable in excess of the percentage guaranteed under Article IV.10 hereof;
   • the Provider exceeds the response time or the issue resolution time stipulated in Article V – Support Guarantee Service hereof;
   • the Provider uses the Login Data for access to the Customer’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 Customer upon registration (where the notice is given by the Provider), or to info@ppcbee.com (where the notice is given by the Customer). 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 Customer are entitled to terminate the Agreement also by a written notice without giving a reason. In such case, the notice period shall be 1 month and shall start on the first day of the calendar month following the month in which the notice was delivered to the other Party. The Customer can terminate the Agreement by clicking the „cancel subscription” button in the user settings of the Customer’s account, or by e-mail similarly as in clause 5 hereof. The Agreement can also be terminated only in part under this paragraph, i.e. only some Additional Features can be terminated.

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 1st November 2022.