General TERMS AND CONDITIONS of using the shoppingin.eu portal
for e-shops valid from 01.04.2021.

I. Introductory regulations

1. These General Terms and Conditions of Use of the shoppingin.eu portal (hereinafter referred to
as the “Portal”) for e-shops (hereinafter referred to as the “Terms and Conditions”) are issued
by Winston bros s. r. o., Business ID: 45 705 399, with its registered office at Ĺ tĂşrova 30, 949 01,
Nitra, Slovak Republic, registered in the Commercial Register of the National Register in Nitra,
Section: Sro, file number 38463/N (hereinafter referred to as the “Owner”), as the Owner of the
shoppingin.eu portal, for modification of the rights and obligations arising from the contractual
relationship between the Owner and the e-shops using the Portal to offer their products
(hereinafter referred to as the “Partner”).

II. Partner registration

1. Partners who fulfill the following conditions are entitled to register on the Portal:

  • They own at least one e-shop;
  • The e-shop is not yet registered on the Portal;
  • The e-shop has active WWW pages, on which they offer the products to a third party
    (hereinafter referred to as the “User”); on the e-shop website the Partner is listed as the
    owner, including address, contact email, telephone number, Business ID or exact name,
    according to which it is possible to unambiguously find the Business ID of the owner in
    the Commercial register or other public registers, as well as other requisites required by
    law;
  • The Partner is able and willing to regularly grant updated information about the products
    in the required format using a regularly updated XML export feed (hereinafter referred to
    as the “XML FEED”), which will be continuously available for online automated
    processing by the Owner;
  • In the case that the Partner operates more than one e-shop, they may register more than
    one e-shop on the Portal, if these have separate domains.

2. Partner is considered to be registered at the moment of delivery of the registration email from the
Owner to the Partner.

III. Basic conditions of the XML FEED

1. Products included in the XML FEED have to be available on the website of the e-shop, individual
products must be listed only once on individual links and must have a unique URL address, with
the price of the products defined so that the order for each product can be placed. Individual
products within the XML FEED have to be separate items, capable of being a separate subject of
the order without the need of ordering additional products or services, use of the other
promotions, vouchers, proof of identity, or other documents unless the sale of products is subject
to legal restrictions and the proof of identity is required, etc;

2. The information about the products exported within the XML FEED must be true, up-to-date, and
must relate to the products themselves, not to the promotion of the e-shop;

3. The price of the products in XML FEED must be a final price for the User, ie. including all
copyright, recycling, and other fees with correctly stated VAT. The final price of the products
doesn’t have to include other transport expenses if the Partner charges them to the User;

4. Products included in the XML FEED must meet all qualitative and legal requirements for sale to
the final User in the Slovak Republic, or on the territories of the EU member states;

5. XML FEED must contain only those products, which can be delivered from Partner to the User;

6. The Owner will report detailed technical and content requirements of XML FEED to the Partner
after their registration, while these conditions are binding for the Partner and their violation will be
a reason for termination of the provision of services by the Owner to the Partner. Technical and
content requirements of the XML FEED are not a part of these Business conditions and the
Owner is authorized to change them depending on the technical requirements of the Portal.

IV. Rights and obligations of the Partner

1. Based on the registration on the Portal, a user profile is created for the Partner, which is publicly
displayed to the Portal. The user profile contains products from the supplied XML FEED;

2. The Partner is not entitled to use any means not provided by the Owner to influence the search
results of offers on the Portal or other functions of the Portal for the purposes of its own benefit or
the benefit of a User, in particular, to install software robots or modify XML FEED. Furthermore,
the Partner is not entitled to offer or provide these mediums to other Partners or Users. In case of
violation of this restriction, the Owner is entitled to cancel the registration (block) of the Partner
and any other Partners who will use the given means to influence the functions of the portal.

3. Partner binds to offer new and unused products for sale on the Portal. In the case of offering used
products, they are obliged to properly mark this fact or to include it in the relevant category for
used products, if the Owner offers such a category on the Portal. In the event of a breach of
obligations under this paragraph, the Owner is entitled to block the Partner.

4. The Partner has the right to terminate the contract at any time and also terminate the transfer of
information via XML FEED, even without giving a reason. The notice is effective on the last day of
the calendar month in which the notice was delivered to the Owner. The termination of the
sending of XML FEED doesn’t affect the implementation of purchase contracts concluded
between the Partner and User and also on the obligation of the Partner to fulfill other contractual
obligations towards the Owner until the termination takes effect.

5. The Partner is obliged to keep his identification and contact data up to date during registration on
the Portal. The Partner is obliged to inform the Owner by email without delay to the address:
support@shoppingin.eu about any change in their data, such as a change in the name of the
e-shop, a change of registered office, or other invoicing data, etc.

V. Rights and obligations of the Owner

1. The Owner is not responsible for the content imported by the Partners on the Portal, except in
cases where the illegality of the content is demonstrably notified by an authorized person, and the
content is not excluded without undue delay upon receipt of the notification. This responsibility of
the Owner doesn’t affect the Owner’s right to temporarily or permanently delete any information
entered by the Partner on the Portal if they independently obtain any suspicion of its illegal nature
or refuse to disclose such information. This authorization also applies to information that is not
inherently illegal but is capable of damaging the brand and interests of the Owner, other
companies of the group of which the Owner is a part of, or the Portal.

2. The Owner is authorized to unilaterally terminate the registration (block) of the partner in the case
of the violation of the rights stated by these Business conditions, particularly if the Partner:

  • violates the rules about XML FEED;
  • is offering the products, that conflict with legal regulations, or is publishing the offers with
    any otherwise illegal content;
  • is supplying the product to Users in conflict with a contract of sale (quality, quantity,
    delivery date), or they didn’t deliver the products to a User due to a reason on the part of
    the Partner;
  • made interventions to XML FEED or the part of the Portal to manipulate the results of the
    search for the Users, or is using illicit means to influence the search results;
  • is not keeping the identification and contact information up-to-date;
  • is sending unsolicited commercial notifications to Users or violates the obligations in the
    handling of personal data;
  • if there is even one day in delay with the payment of any monetary obligation to the
    Owner.

3. The Owner is entitled to condition the publication of data about the Partner, e-shop, or products
with their prior approval. If the information about the Partner, e-shop, or within the XML FEED is
provided misleadingly, is incomprehensible, or is included in the wrong category, the Owner is
entitled to modify the information accordingly.

4. The Owner is not responsible for displaying the goods within the offer on the Portal if the XML
FEED the Partner supplied doesn’t meet the conditions of the XML FEED defined in these
Business Conditions. Furthermore, the Owner doesn’t guarantee the display of all items from
XML FEED, nor is responsible for the correct display of individual items and the loss or damage
of data stored on the Portal. The Owner shall make all available efforts to promptly eliminate the
detected errors in the displayed offers or partial/complete unavailability of the Portal if they are
caused by reasons on their side.

5. The Owner is entitled to keep a database of Partners, containing their identification, contact
details, and reviews granted to the Partner and display them on the Portal even after the export of
XML FEED by the Partner or after the termination of the contractual relationship with the Partner
for any reason or after changing the e-shop owner.

6. The Owner is entitled to send trial orders of their goods to the Partners to verify prices, availability
of goods, and test the throughput of the system. These test orders must not contain data based
on which the Partner could believe that it is an actual order sent by a third party and based on it
to send the goods and issue a tax document on it. For this purpose, the test order must contain
information that it is a test order.

7. The Owner is entitled to terminate the registration of the Partner by notice, even without giving a
reason. The notice is effective on the last day of the calendar month in which the notice was
delivered to the Partner.

8. The Owner is obliged to maintain the confidentiality of information obtained during the
performance of his obligations during the term of the contract. The Owner is entitled to use
confidential information only to achieve the purpose for which it was provided, or made available.
The Owner is not entitled to publish, make available, or otherwise use confidential information for
the needs of third parties. A breach of the obligation of confidentiality for confidential information
shall not be considered if the Owner provides confidential information with the written consent of
the other Contracting Party, its employees, or other persons entrusted with the obligations of the
Owner, public authority, or if the obligation to provide confidential information arises from law or
decision of the relevant authority

VI. CSS service

1. In addition to operating the shoppingin.eu portal as a price comparison, the Owner offers the
Partners the opportunity to place the so-called Shopping Ads as an ad in Google search results
on behalf of a Partner (hereinafter referred to as the “CSS service”). By using the CSS service
from the Owner, the Partner has the opportunity to receive a discount on charges for clicks on
these ads on the Google Network, up to 20%. The Owner doesn’t guarantee this discount or its
amount.

2. A Partner who is interested in the CSS service may allow the Owner to access his Google Ads
account and at the same time, they are obliged to allow the Owner access to his Google
Merchant account. The Partner is obliged to provide the Owner with a statement (consent) in the
form of an e-mail (through an online form) stating that they are interested in being a user of the
CSS service from the CSS Partner shoppingin.eu. The Partner is also obliged to pay a monthly
fee (remuneration of the Owner) for the CSS service according to Article VII. point 2.

3. If the Partner doesn’t have his own Google Ads account, the Owner may provide the Partner with
technical support in creating a Google Ads account. If the Partner doesn’t have his own Google
Merchant account, the Owner may provide the Partner with technical support in creating a Google
Merchant account. Provision of support under this point is free of charge if the Partner uses the
Owner’s CSS services after creating accounts for at least 3 months from the date of the
contractual relationship under point 6 of this article of the Terms and Conditions, otherwise, the
Owner is entitled to invoice the support according to the valid price list.

4. The Owner is not entitled to make any changes or modifications to the settings of the Google Ads
Account and the Google Merchant Account of the Partner without his consent.

5. The following shall be considered as an expression of interest in using the CSS service:

  • filling in and sending the registration form on the Owner’s website,
  • indication of consent to these Business Conditions,
  • sending the billing data of the Partner to the Owner.

6. The contractual relationship between the Owner and the Partner is established at the moment of
delivery of the e-mail to the Partner confirming the fulfillment of the conditions specified in point 5
of Article VI. of these Terms and Conditions and the successful transition of his Google Merchant
account under the CSS Google Merchant MCA (Multi-Client Account). The condition for the
establishment of a contractual relationship between the Owner and the Partner is the registration
of the Partner according to Article II of these Business Conditions.

7. The Partner is at any time entitled to request the Owner to cancel the CSS service via the contact
form listed at https://www.cssshoppingin.eu/contact/. The Owner is obliged to cancel the Partner’s
CSS service and Switchback (ie. transfer of the Partner’s Google Ads account directly under
Google) on the last day of the calendar month for which the Partner paid the Owner a fee
according to Article VII of these Terms and Conditions; this doesn’t apply if the Partner explicitly
requests the earlier cancellation of the CSS service. In this case, the Owner is obliged to cancel
the CSS service within 5 days from the date of delivery of the Partner’s request.

8. Article V. point 2 of these Business Terms and Conditions can apply mutatis mutandis* for the
unilateral cancellation of the CSS service by the Owner. In the event of unilateral cancellation of
the CSS service by the Owner, the Owner is obliged to perform a Switchback without undue
delay.

VII. Financial conditions

1. The Partner’s registration and publication of his user profile are provided free of charge.

2. The Owner is entitled to remuneration in the form of a monthly fee if the Partner uses the CSS
service according to Article VI. point 2 of these Terms and Conditions. The Owner is not entitled
to remuneration for the first 30 days from the date of the contractual relationship according to
Article VI. point 6 of these Terms and Conditions (hereinafter referred to as the “Free Period”).
The Owner is entitled to issue an invoice to the Partner in the amount of the monthly fee for a
calendar month in advance with a maturity of seven (7) days from the date of its issuance; The
Owner has the right to remuneration in the full amount of the monthly fee even if the Partner has
not used the paid CSS service for the entire calendar month; this doesn’t apply in the case of a
calendar month during which the Free Period expires, and after the expiration of the Free Period,
the Owner is entitled to invoice the Partner for part of the calendar month as well. The Owner’s
fee for the use of the CSS service may be made by the Partner through recurring payment. In the
case of repeated payment, the relevant remuneration of the Owner has settled automatically at
regular fixed intervals (30 days) from the date of establishment of the contractual relationship
according to Article VI. point 6 of these Terms and Conditions. The Partner authorizes the number
of future payments on the first payment. If the temporary price advantage is provided to the
Partner, the Owner shall also be notified of the number of recurring payments after the end of the
preferential period upon the first payment. The Partner is entitled to request the cancellation of
recurrent payments via the contact form provided at https://www.cssshoppingin.eu/contact/.

3. The amount of the monthly fee shall be determined based on the price list valid for the relevant
period. The price list is published on the web address of the Owner’s website. The Owner may
unilaterally change the amount of the monthly fee, always with effect from the first day of the
calendar month, while the Owner is obliged to notify the Partner of the new monthly fee to the
Partner’s email in advance, but at least twenty (20) days before the change date. If the Partner
doesn’t agree with the new amount of the monthly fee, they are entitled to terminate the contract
within ten (10) days from which the Owner notified him of the new amount of the monthly fee,
otherwise, the Partner is deemed to agree with the new amount of the monthly fee. The Partner’s
termination is effective on the last day of the calendar month preceding the calendar month in
which the change in the amount of the monthly fee is to take effect. This provision doesn’t affect
the right of the Owner and the Partner to terminate the contract in other cases stipulated by the
contract or these Business Conditions. The Partner is obliged to deliver the notice according to
this point to the Owner via the contact form provided at https://www.cssshoppingin.eu/contact/

4. In the event of the Partner’s delay in paying the invoice, the Owner is entitled to interest on
arrears in the statutory amount and a contractual penalty in the amount of 0.05% of the amount
due. The Owner is entitled to individually negotiate special conditions of cooperation with the
Partner in a separate contract. In this case, it is considered that the amount of the monthly fee
thus individually agreed between the Owner and the Partner is considered confidential
information, about which both the Owner and the Partner are obliged to maintain confidentiality;
To maintain the Partner’s confidentiality of this confidential information, the provision on the
Owner’s confidentiality obligation according to point 8 of Article V of these Business Conditions
shall apply mutatis mutandis*. The partner is responsible for the accuracy and completeness of
the billing information provided during registration. The Partner is obliged to notify the Owner of
any changes in invoicing data via the contact form provided at

VIII. Final words

1. The rights and obligations not regulated by these Business Terms and Conditions are governed
by generally binding legal regulations of the Slovak Republic, preferably Act no. 513/1991 Coll.
Commercial Code.

2. The court competent to resolve disputes arising out of or in connection with this Agreement is the
Provider’s general court. For the case of the international element, the applicable law is the law of
the Slovak Republic.

3. These Business Terms and Conditions come into force and effect on 01.04.2021 and replace all
hitherto applied Business Terms and Conditions valid between the Provider and the Partner and
are valid until revoked, or until the moment their change takes effect, notified by the Provider. The
Provider is obliged to notify the Partner of any change in the conditions no later than 30 days
before the validity of the new or changed conditions. If the Partner doesn’t accept the new or
changed conditions, they are entitled to terminate the cooperation with the Provider without
penalty on the last day of validity of these “old” Business Conditions.

4. If an individual Agreement is concluded between the Provider and the Partner with contractual
conditions different from these Business Conditions, the provisions of such individually negotiated
Agreement shall take precedence over the provisions of the Business Conditions, even if the
Provider changes these Business Conditions.

5. The contracting parties may communicate in writing in the form of a demonstrably delivered
email, and this communication is considered legally binding. For this purpose, both the Provider
and the Partner use email addresses notified to the other Contracting Party. For service of
documents, the effectiveness of any act is maintained even if one party performs this act in
writing and sends it through the postal service operator to the address of the registered office of
the other party. Such a document shall be deemed to have been delivered on the 5th day after its
demonstrable dispatch. Documentary communication and communication by e-mail are
considered equivalent.

* mutatis mutandis (lat.) – A Latin expression meaning with the necessary changes having been made or
with consideration of the respective differences