Terms and Conditions of the Seznam Sklik Service

• Part 1. Definitions
• Part 2. Terms of Use of the Seznam Sklik Service
• Part 3. Use of the Sklik Service
• Part 4. Processing of Personal Data
• Part 5. Data Processing Agreement and Provision of Safeguards under the General Data Protection Regulation (EU) 2016/679
• Part 6. Final provisions

Part 1. Definitions

1. The operator of the Seznam Sklik Service is Seznam.cz, a.s., having its registered office at Prague 5 – Smíchov, Radlická 3294/10, Postal Code: 150 00, Company ID No.: 26168685, registered in the Commercial Register maintained by the Municipal Court in Prague, Section B, Insert No. 6493 (hereinafter as the „Operator“).

• The Seznam Sklik Service is an advertising (listing) service operated by the Operator, available at the internet address (URL) https://www.sklik.cz and/or Merchant Center (Centrum prodejce) (hereinafter referred to as the „Seznam Sklik Service“ or the „Sklik Service“). The Seznam Sklik Service enables the display of advertisement in the Seznam.cz search engine, partner search engines, and within the Seznam.cz content and partner network. The rights and obligations relating to the Seznam Sklik Service are governed by these Terms and Conditions (hereinafter as the „Terms and Conditions“).

• An advertisement shall mean an individual advertising message in the form of a text advertisement, banner, video advertisement, audio advertisement, product advertisement from an XML feed, or other supported formats submitted to the Seznam Sklik Service (hereinafter as the „Advertisement“), and/or an offer of goods offered by the Customer on the pages of its e-shop, also displayed through the Servers (hereinafter as the „Shopping Ads“). The term advertising shall collectively refer to Shopping Ads or Advertisements.

• A customer of the Seznam Sklik Service is a registered user of the Operator´s services who is:
• an advertiser placing Advertisements targeted to keywords or by other supported means on internet servers designated by the Operator;
• an agency that, for the purposes of using the Seznam Sklik Service for its clients, creates a user account within the Seznam Sklik Service;
• an advertiser of Shopping Ads, (all hereinafter collectively as the „Customer“).

Entities intermediating sales to third parties, entities operating internet servers functioning as price comparasion websites, and entities offering services or products not available on the Zboží.cz server (all unless otherwise determined by the Operator in justified cases) are not authorized to place Shopping Ads.

• An user shall mean an internet user who is targeted by Advertisements and Shopping Ads within the Seznam Sklik Service (hereinafter as the „User“ or the „End User“).

• A Registered User of the Operator shall mean a registered user of the Operator´s Services who has been assigned a chosen name in the formo f an email address and a password for the purpose of using the Services. A Registered User of the Operator is entitled, in order to use the Seznam Sklik Service as its Customer, to use for the Sklik Account their chosen name in the form of an email address and the password.

• A Partner shall mean the operator of websites in which Advertisements of the Seznam Sklik Service are displayed.

• The interface shall mean the web interface accessible at the internet address (URL) www.sklik.cz or Merchant Center (Centrum prodejce) (hereinafter as the „Interface“), which enables the use of the Seznam Sklik Service through a Sklik Account (hereinafter as the „Sklik Account“).

• Servers shall mean the websites of the Operator or Partners on which Advertisements and Shopping Ads are displayed, in particular within designated advertising spaces (hereinafter as the „Severs“). One of the Servers is the website available at (URL) https://www.zbozi.cz, which serves to search offers from online stores and functions as a price comparison website (hereinafter as the „Zboží.cz“).

1. A shop detail shall mean a page containing information about a specific Customer´s e-shop, which includes, in particular, customer reviews of the Customer, the e-shop´s logo, available payment and delivery methods, pick-up locations, and similar information (hereinafter as the „Shop Detail“).

1. A customer response to a review shall mean the Customer´s reply to a user´s rating (review) provided in the Shop Detail (hereinafter as the „Customer Response to a Review“).

Part 2. Terms of Use of the Seznam Sklik Service

1. The Operator undertakes, under the stipulated conditions, to display Advertisement and/or Shopping Ads as specified by the Customer in the Interface, within designated spaces that support the respective formats. The Customer may enter Advertisements, keywords, and other supported formats into the Interface, group them into ad groups and campaigns, set price limits, and define other attributes in accordance with the Operator´s offering.

• The Advertisements shall subsequently be displayed on the Servers and shall be targeted to keywords entered by users in search engines, to keywords contained on a specific website, or by other supported targeting methods selected by the Customer. The Operator shall be entitled to offer the option to display the Customer´s Advertisements only on certain Servers or to target them differently than to the specific user query entered. The placement of Advertisements on the Servers and their graphical appearance shall be determined by the Operator. The Operator shall be entitled, within the Interface, to expand the Customer´s campaign settings to include additional servers that enable advertising under the Seznam Sklik Service, or to limit the settings by excluding such servers that will no longer display advertising under the Seznam Sklik Service. The Customer shall subsequently be entitled to modify or restrict such expansion.

• The Customer undertakes to pay, for the Advertisements and/or Shopping Ads, the price for so-called „click-throughs“, i.e., the price for each individual click by a user on the Customer´s Advertisement, or for individual impressions, whereby the Customer is entitled to choose one of the stated pricing methods. The prices for click-throughs or impressions, where the payment shall be made per 1.000 impressions, shall be determined by the Seznam Sklik Service, provided that they shall never exceed the maximum prices per click or per impression set by the Customer at its own discretion from the options offered by the Seznam Sklik Service. Shopping Ads shall be governed by the Basic and Seasonal Price List for Shopping Ads, available at the internet address (URL): https://napoveda.sklik.cz/inzerce-nakupy/zakladni-nastaveni-kampane-zbozi-cz/cenik-a-aukcni-prokliky. The total price charged within a weekly period for click-throughs or impressions of a single campaign shall not exceed seven times the daily budget for the relevant advertising campaign set by the Customer. The determination that a click-through or an impression of an Advertisement or Shopping Ad by an user has actually occurred, and the determination of its price in accordance with the set limit, shall be within the exklusive competence of the Seznam Sklik Service.

• The Customer acknowledges that when selecting the bid strategies of conversion maximization and revenue maximization, the Operator, due to automatic bid optimization and other factors beyond the Operator´s control, does not guarantee that the set maximum cost per acquisition (CPA) or maximum share of revenue (PNO) will not be exceeded and shall bear no liability for such exceedance. The Customer shall, even in the event of such exceedance, be obliged to pay the price for all Advertisements and Shopping Ads carried out through such bid strategies. Furthermore, under these options, the Operator shall not be liable for and does not guarantee the volume of impressions, click-throughs, or conversion, nor any changes thereto.

• Payment for the use of the Seznam Sklik Service shall be made through the Seznam Peněženka Service. All payments for the use of the Seznam Sklik Service by Customers shall be made in the form of payments from the Customer´s credit in the Seznam Peněženka system.

• Within the Interface, the Seznam Sklik Service enables the Customer and all persons authorized by the Customer to access statistics of the Seznam Sklik Service, including settings related to Shopping Ads.

• In the event that, for technical or operational reasons, the Seznam Sklik system fails to stop the Customer´s campaign before exceeding the maximum daily budget set by the Customer, or if invalid click-throughs or impressions occur and the Operator determines that such occurrence is attributable to the Operator (or to the technical limitations of the Seznam Sklik system), the amount exceeding the maximum daily budget shall be refunded to the Customer in the form of credit credited to the Customer´s account maintained within the Seznam Peněženka system, within two business days from the date on which the Operator discovers the budget overrun or that invalid click-throughs or impressions have occurred. In the case of exceeding the maximum daily budget, credit shall always be granted in the amount of the difference between the total amount exceeded and the amount corresponding to the set maximum daily budget of the campaign. In order to prevent spekulative claims for damages, the Operator reserves the right not to refund to the Customer the overdrawn portion of the daily budget in cases where the ratio between the daily budget and the price per click is lower than the ratio recommended in the Seznam Sklik Service help pages (https://napoveda.sklik.cz) and the Customer does not credibly substantiate commercial or other relevant reasons for exceeding the recommended ratio.

• The Operator reserves the right to suspend or disable the delivery of the Customer´s Advertisements and/or Shopping Ads if the Customer does not have sufficient credit in the Seznam Peněženka system to pay for the selected Seznam Sklik Service. The Operator shall not be liable for cases where the Customer´s Advertisements and/or Shopping Ads are not displayed due to depletion of the Customer´s credit in the Seznam Peněženka system, or due to the setting of such a low unit price per click, maximum cost per acquisition (conversion maximization big strategy), maximum share of revenue (revenue maximization bid strategy), or price per impression that the delivery of the Customer´s advertisements is technival prevented due to an inability to compete in the auction environment against other advertisers.

• These Terms and Conditions also incorporate the Advertising Rules available at the internet address (URL): https://napoveda.sklik.cz/pravidla/, as well as the Unified Advertising Rules for the Seznam.cz Partner Network (the Advertising Rules and the Unified Advertising Rules hereinafter collectively as the „Rules“), and the Rules for Online Stores for Customer Offers (hereinafter as the „Online Store Rules“). By agreeing to these Terms and Conditions, the Customer undertakes to comply with the Rules and the Online Store Rules.

1. The Customer shall be fully responsible:
   1. for the content of the submitted Advertisements and/or Shopping Ads, as well as for the Customer´s Response to a Review, and for their compliance with applicable laws, these Terms and Conditions, the Rules, the Online Store Rules, and good morals. The Customer´s Response to a Review must further comply with the rules set by the Operator regarding moderation of Customer ratings;
   1. for the wording of the submitted keywords;
   1. for the content of the landing pages to which a user is directed after clicking on the Customer´s advertisement;
   1. for the content of the Customer´s Response to a Review.

The Operator shall not be liable:

1. for any harm caused by the Customer´s Advertisements in the Seznam Sklik system to third parties; or
2. for Advertisements and landing pages that are in breach of applicable laws, or for the content of the Customer´s Response to a Review.

1. If the text of the advertising or any other part of the data submitted by the Customer to the Seznam Sklik Service constitutes a copyrighted work or is otherwise protected by intellectual property rights, the Customer, for the duration of the advertising (including its necessary archiving) within the Seznam Sklik Service, grants the Operator, for the purpose of fulfilling the subject of cooperation and in connection with the necessary cooperation, the right to use such protected subject matter by all means of use, without any time, quantity, territorial, or technological limitation, and, to this extent, the Operator shall also be entitled to grant a sublicense to third parties. The Customer shall provide the Operator with advertising content (in particular photographs, advertising text, etc.). The Customer declares that i tis authorized to use the advertising content and to grant the Operator a license for the purpose of fulfilling the subject of cooperation and in connection with the necessary cooperation under these Terms and Conditions. In the event that such declaration of the Customer proves to be untrue, the Customer undertakes to compensate the Operator for all damage incurred by the Operator as a result of the untruthfulness of the Customer’s declaration.

Furthermore, the Customer grants the Operator, for the purpose of fulfilling the subject of cooperation and in connection with the necessary cooperation, consent to (a) include the advertising content, in particular photographs and descriptions of goods offered by the Customer, in the database of the Seznam Sklik Service, and (b) use and publish it also within the Servers and/or Services operated by the Operator or by persons economically related to the Operator, for both commercial and non-commercial purposes. The Customer further declares that it is authorized to grant the consent to the Operator pursuant to the preceding sentence and that it shall compensate the Operator for all damage incurred as a result of the untruthfulness of such declaration.

1. The Customer shall be fully responsible for the content of the submitted advertising, even in cases where the Customer uses the „Suggest Texts“ function and uses the suggested texts or parts thereof in the advertising. The Operator shall bear no liability for the content of the suggested texts, in particular with regard to factual accuracy, compliance with legal regulations, or the Customer´s business or marketing strategy. The Operator shall further bear no liability for the availability of this function ort he quality of its output. The Customer agrees to the use of the content of the Customer´s designated website within the function for generating advertising text proposals (including processing within the function) and expressly authorizes the Operator to do so in connection with the necessary cooperation (granting the Operator a license and the right to grant a sublicense to third parties to the given extent), in relation to the given (function-generated) text for the duration of the economic copyright, without any time, technological, or territorial limitation, and by all means of use.

1. In accordance with these Terms and Conditions, the Operator reserves the right to block or remove submitted advertising and submitted keywords, in particular advertising that would be in breach of Articles 2.3 and 2.4 of the Terms and Conditions for the Placement of Advertising Messages and Other Advertising Elements on Internet Servers operated by Seznam.cz and its Contractual Partners, available at the internet address (URL): https://www.seznam.cz/reklama/cz/obsahovy-web/obchodni-podminky/ (hereinafter ad the „Advertising Placement Terms and Conditions“). The Operator reserves the right, without further justification, to block an ad group, campaign, Shopping Ads offer, or the entire account of a Customer who breaches the Rules or acts in conflict with the Advertising Placement Terms and Conditions. Blocking of an entire account may also occur in cases of excessive system load. Excessive system load shall mean (a) the submission of an excessive volume of data into the system (e.g., multiple exceedances of recommended limits), or (b) an excessive number of request to any of the system´s web interfaces.

1. The Operator shall have the right to make minor adjustment to the advertising (diacritics, punctuantion, typographical errors) that do not comply with the Advertising Rules, even without notifying the Customer. The Operator shall have no obligation to adjust non-compliant advertising.

1. Login to the Seznam Sklik system is linked to the login name and password of the Operator´s Registered User. In the event that the Customer´s right to use the login name expires, the Operator shall have no obligation to continue providing the Customer with access to the Seznam Sklik Service interface. The Customer shall protect its login credentials, secret keys used for accessing the Shopping Ads API, and other settings, and shall keep all such information confidential. The Operator shall not be liable for misuse of the Seznam Sklik Service in the event that the Customer´s login name and password are disclosed to a third party. If the Customer grants a third party access to its Sklik Account, the Customer shall be responsible for ensuring that such third party agrees to and accepts these Terms and Conditions.

The Operator reserves the right to prevent the display of advertising from so-called duplicate accounts. A duplicate account shall mean two or more accounts of the same operator intended for the promotion of the same website (hereinafter as the „website“) on the same domain, or multiple websites on seperate domains with identical or interchangeable content. Identical or interchangeable website content („duplicate content“) is content that is substantially identical or similar, or is interchangeable to an ordinary user of the services of Seznam.cz without the need for detailed knowledge. The main features include: (a) the basic graphic design of the website; (b) similar texts; (c) the same person or entity providing services or operating the target website; (d) the subject matter of the website (the offer of goods or services and their price are identical, similar, or very close in content); (e) a set of related or interconnected facts indicating that the websites were created or are operated for the purpose of circumventing these Terms and Conditions or are otherwise contrary to the purpose and intent of the Seznam Sklik Service.

The Operator further reserves the right to prevent the display of advertising for duplicate websites operated by different operators if it is evident that such operators have acted jointly with the intention of obtaining an unfair advantage for the promoted website and/or identical content within the Sklik system to the detriment of other operators. The designation of duplicate accounts and websites (or content) as interchangeable shall be at the sole discretion of the Operator, and the Operator reserves the right to reject advertising that links to such a website, as well as accounts deemed duplicate (in such a case, the Operator shall reject the advertising of the newer account). The criterion for assessment shall be the degree of distinguishability for ordinary users of the services of Seznam.cz.

1. The Customer shall not be entitled to use, within the advertising, any protected designation that is capable of infringing the rights of third parties. The Operator reserves the right to prevent the display of advertising containing a protected designation, the use of which the Operator assesses as unauthorized. Such prevention of advertising display shall not be considered a breach of these Terms and Conditions. Further information on the use of protected designations is available at the internet address (URL): https://napoveda.sklik.cz/pravidla/ochranne-znamky/.

1. If the owner of protected designations believes that their designation has been misused within the Sklik system, they may submit their complaint to the Operator via the relevant form.

1. The Operator reserves the right to permanently or temporarily prevent the display of advertising upon becoming aware of the unlawful nature of the information contained in such advertising.

1. The Operator reserves the right to temporarily or permanently prevent the display of advertising suspected of infringing the intellectual property rights of third parties, and such prevention of advertising display shall not be considered a breach of these Terms and Conditions.

• The Operator reserves the right to prevent the display of advertising if it has been notified by a group of consumers, or has itself determined, that the advertising contains elements of misleading advertising within the meaning of Section 2977 of Act No. 89/2012 Coll., the Civil Code, as amended.

• If the dispaly of advertising is prevented in accordance with the Terms and Conditions, the Operator shall provide the Customer with reasoning for its decision to prevent the display of the advertising.

• The Customer may terminate its participation in the Sklik system by deleting or pausing all its campaigns. In such a case, the Customer´s advertising shall cease to be displayed within one hour after the campaigns are paused (typically immediately), and no payments shall be processed. The Customer undertakes to pay the price for the respective click-throughs or impressions made within one hour after the campaigns have been paused.

• The Operator reserves the right to cease displaying advertising, either temporarily or permanently, in accordance with the auction model of the Seznam Sklik system (i.e., the selection and ranking of advertisements based on the products of the calculated click-through probability and the set maximum price). The Operator provides no guarantee regarding the placement of advertising, its price, position, number of impressions, or exact appearance.

• The Operator shall be entitled to send the Customer email notifications relating to the operation of the Seznam Sklik system and the Seznam Peněženka system.

• The Customer shall not engage in any operations that manipulate their own or third-party advertising within the Seznam Sklik system. In particular, robotic clicking on advertising, robotic downloading of web pages, generating artificial impressions or click-throughs, analyzing transmission codes, or commissioning such activities to a third party are prohibited. If such activities are detected, the Operator may block the Customer’s Sklik Account and seek compensation for the resulting damage through legal means.

The Operator actively and passively prevents invalid clicking, thereby protecting the Customer from ineffective advertising. The determination of which impressions or click-throughs are or are not invalid shall be at the sole discretion of the Operator, who undertakes to take into account the arguments presented by the Customer.

• The Operator does not guarantee the preservation of data entered by the Customer into their Sklik Account. The Operator undertakes not to provide Customer campaign data to third parties other than its service partners, and only for the purposes of data backup and development of the Seznam Sklik system. The Operator shall not use specific Customer campaign data for purposes other than technical support and global analyses. The Operator does not guarantee Customers the uninterrupted availability of the Seznam Sklik system user Interface.

• If the Customer uses designated BETA versions of the Service, the Customer acknowledges that such use is at their own risk, and the Operator shall not be liable for the consequences of such use by the Customer, nor for any damage the Customer may cause to themselves or third parties through the use of a BETA version.

• The Operator shall not be liable for any activities or performance provided to third parties by a Customer who is listed by the Operator as a „certified agency“, „verified agency“, or „verified freelancer“.

• Customers are obliged to comply with the Advertising Rules available at: https://www.seznam.cz/reklama/cz/obsahovy-web/pravidla-reklamy/ (hereinafter as the „Advertising Rules“) for all advertising messages. The Advertising Rules apply both to existing advertising messages and to newly ordered advertising campaigns. Any advertising message that is in breach of the Advertising Rules shall constitute a breach of these Terms and Conditions.

• The Operator shall be entitled to deactivate the execution of scheduled report templates, deactivate automated rules, and stop collecting retargeting audiences in inactive Sklik Accounts. An inactive Sklik Account shall mean a user Sklik account from which no advertising has been delivered for a period of six or more consecutive calendar months, or where the Customer’s credit in the Seznam Peněženka system has been below CZK 10 for a period of six or more consecutive calendar months.

• If the Customer uses an external tracking template, the Customer shall, in connection with the processing of personal data, comply with Regulation (EU) No. 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, Act No. 110/2019 Coll., on the Processing of Personal Data, Act No. 111/2019 Coll., amending certain laws in connection with the adoption of the Act on the Processing of Personal Data, Act No. 480/2004 Coll., on Certain Information Society Services, Act No. 127/2005 Coll., on Electronic Communications, and other legal regulations governing the protection of personal data.

Part 2.2 Terms of Use for Shopping Ads

1. Shopping Ads shall be displayed in accordance with the Customer’s settings in the Interface or in the Customer’s XML feed. Within the Interface, the Customer may set preferences for Shopping Ads, use the auction model, and configure other attributes in accordance with the options made available by the Operator in the Interface. The Customer’s e-shop must actually exist and must be operated by a natural person engaged in business or a legal entity that has an active website accessible on the internet, which must be in the Czech language and through which the e-shop is lawfully operated.

• Registration – the mandatory information required for the Customer´s registration includes:
• name of the shop/e-shop;
• identification number (Company ID);
• URL of the Customer´s homepage;
• URL address of the data file (so-called XML feed)

Such information must correspond to the information provided on the Customer´s website.

• The Customer must have an accessible XML feed on the websites operated by the Customer, containing data corresponding to the goods offered. The XML feed must comply with the Online Store Rules and must also meet the criteria set out in the Technical Specification.
• The Customer´s website must include, in particular:
• the business designation of the Customer (i.e., in the case of a legal entity, the business name under which it is registered in the Commercial Register or other register, and in the case of a natural person, their first name and surname) and the Company ID, by which the Customer can be unambiguously identified in the Commercial Register or the register of economic entities;
• contact details including telephone, email, registered office, and correspondence address;
• the e-shop’s terms and conditions;
• other particulars required by legal regulations (in particular, the Civil Code, the Business Corporations Act, the Trade Licensing Act, and consumer protection legislation);
• a foreign Customer, i.e., a taxable person in another member state of the EU or in a third country, is primarily obliged, when engaging in business or commercial activity within the territory of the Czech Republic, to comply with the statutory regulations applicable to their business. Furthermore, such Customer must meet the registration requirements applicable to any other Customer, in particular by providing accurate contact and invoicing details. In addition, such foreign Customer is required to have a functional and accessible e-shop in the Czech language, to sell its goods in Czech crowns (CZK), to provide delivery within the territory of the Czech Republic, and, within the Czech version of its website, to publish a price list for delivery within the Czech Republic.

• If the Customer operates multiple e-shop under a single Company ID, they may register the individual e-shops in the Zboží.cz Service provided that they simultaneously meet the following conditions:
• the websites have separate second-level or third-level domains;
• the websites do not offer goods from a similar field or with overlapping product ranges.

• The registered Customer must also meet the registration requirements for the Operator’s Firmy.cz service as set out at the internet address (URL): https://napoveda.firmy.cz/obecna-pravidla-pro-profily/  (hereinafter as the “Business Listing Rules”). The Firmy.cz Service is operated at the internet address (URL): https://www.firmy.cz. By registering for and subsequently having the Customer’s registration for Shopping Ads approved by the Operator, a business listing for the Customer in the Operator’s Firmy.cz Service shall also be created, unless one has already been created. The Customer hereby grants the Operator consent to publish the provided data, including personal data, also on other services operated by the Operator. The provisions of these Terms and Conditions shall take precedence over the provisions of the Business Listing Rules.

• Upon the Customer’s registration for Shopping Ads and its approval by the Operator, the Customer’s Shop Detail shall be automatically created, which the Customer acknowledges by agreeing to these Terms and Conditions.

• The Operator reserves a period of five business days from the date of the Customer’s registration to approve a newly registered Customer for Shopping Ads. The Operator reserves the right to reject the registration within five business days, in particular due to a breach of these Terms and Conditions, applicable legal regulations, or the legitimate interests of the Operator or third parties.

• The downloading of all data from the Customer’s website in XML feed format shall take place according to the set download frequency, typically 1 to 12 times per day, provided that the XML feeds on the Customer’s website comply with the conditions of the Technical Specification.

1. As part of providing Shopping Ads for the Customer, the Operator undertakes to:
2. enable the setting of prioritization for individual Shopping Ads;
3. regularly download data from the XML feed;
4. provide the ability to monitor click-through and performance statistics;
5. provide the ability to set a budget for prioritized Shopping Ads;
6. provide the ability to apply the auction model to individual Shopping Ads or groups of Shopping Ads.

1. The Operator may also offer Customers supplementary services, in accordance with the Terms and Conditions (for example, prioritization/featuring/recommendation/targeting of the Customer’s own customer lists, etc.) (hereinafter as the “Supplementary Services”). Supplementary Services, however, do not form an integral part of the Seznam Sklik Service, and the Operator reserves the right not to provide Supplementary Services within the Seznam Sklik Service. The Operator does not permit Customers to offer their own supplementary services through the Seznam Sklik Service.

1. The Operator shall have no obligation to modify non-compliant Shopping Ads.

Part 3. Use of the Sklik Service

The following provisions apply to Customers who have agreed with the Operator on paid optimization services for the creation and management of advertising campaigns (hereinafter as the “Optimization Services”):

1. A condition for creating an advertising campaign in the Seznam Sklik system is that the relevant order, agreed with the Operator’s sales representative, must be paid by the Customer (i.e., the funds must be credited to the Operator’s bank account under the correct variable symbol within the order’s or pro forma invoice’s due date) and that the Operator must be provided with proper materials for the creation of the advertising campaign. If the materials are delivered on time (i.e., at least five business days before the advertising start date stated in the order), the advertising campaign shall be launched on the date specified in the order.

• The management of the advertising campaign shall commence on the date specified in the order, provided that the Operator has all necessary materials available. The management of the advertising campaign shall continue for the period specified in the Customer’s order.

• All Optimization Services provided by the Operator are intended solely for direct Customers, and not for agencies that create a user account in the Seznam Sklik Service for the purpose of using the service for their clients. The Customer shall not be entitled to resell, otherwise offer, or provide the Optimization Services offered by the Operator to third parties.

• If the Customer has set click-through prices in their Shopping Ads campaign via product groups, the Customer acknowledges that the Operator, in its role as advertising campaign manager, may adjust such prices and other advertising campaign settings as part of the provided Optimization Service. If the Customer does not wish the Operator to optimize bids for the Shopping Ads campaign, the Customer must inform the Operator of this before the commencement of the provided Optimization Service.

Part 4. Processing of Personal Data

1. The Operator proceeds with personal data processing in compliance with the Regulation of the European Parliament and of the Council (EU) no. 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation, hereinafter referred to as “Regulation“), Act no. 110/2019 Coll., on personal data protection, Act no. 111/2019 Coll., amending certain acts in connection with the adoption of the Act on Personal Data Protection, Act no. 480/2004 Coll., on certain services of the information society, Act no. 127/2005 Coll., on electronic communications, and other legislative acts concerning personal data protection.

• The Customer, under Act no. 480/2004 Coll., on Certain Information Company Services, hereby grants its consent to the Operator sending commercial communications with information about the services and products of the Operator to the email addresses provided by the Customer.

• For the proper provision of the service that is subject to these Terms and Conditions the Operator is entitled to process personal data of the Customer provided or entered by the Customer for the purpose of using the Seznam Sklik Service (especially address, descriptive, and billing data) for purposes of proper identification of the Parties, fulfillment of these Conditions and invoicing. Such processing of personal data is lawful as it is necessary for the performance of the Contract to which the Customer is a party as a personal data subject.

• If the Customer has forwarded or will forward to the Operator the personal data of natural persons (typically employees or Customer’s co-workers), the Customer shall inform these persons about the processing of their personal data and sending commercial information, by the Operator, within the scope defined herein to assure the legitimacy of the processing of their data. Otherwise, the Customer shall be responsible for any related damage caused to the Operator.

• In the event that the Customer places Sklik tracking codes, e.g. conversion code or retargeting code (using the domain imedia.cz, seznam.cz or another domain operated by the Operator) on its website, the Customer is obliged to fulfil the following obligations:
  • to display on its website that it does so;
  • to place in the appropriate section a link to the Operator´s privacy website (URL): https://o.seznam.cz/ochrana-udaju/;
  • to comply with the provisions of Section 89 (3) of Act No. 127/2005 Coll., on electronic communications, and the provisions of the relevant legal regulations in the area of personal data protection, by providing all its codes with a parameter expressing the presence of the consent of the User of the Customer’s website;
  • to retain the consent of the User of the Customer´s website within the meaning of point c) above for the period specified by applicable law and promptly provide such consent to the Operator whenever requested by the Operator.

• The Customer shall be liable to the Operator for damages and any harm caused by a breach of its obligations arising from Point 5 of this Part of the Terms and Conditions (including compensation for damages corresponding to any fine or sanction imposed by supervisory authorities).

• The Operator is entitled to continuously check the Customer´s compliance with the obligations under the preceding paragraphs of this Part of the Terms and Conditions. And also in the event of the Customer´s misconduct, the Operator is entitled to terminate the processing of data obtained through the Sklik Service Codes.

• Data obtained through Sklik Service Codes placed on the Customer´s website according to the previous paragraphs may be used by the Operator to model data for advertising, targeting and improving the Operator´s advertising products. The Customer is obliged to inform its Users about this on its website and obtain the legal title for the processing of personal data, at least to the extent of the use of such data specified in this provision of the Terms and Conditions.

• More information about the handling of personal data is specified in the relevant section of the website of the Operator.

Part 5. Data Processing Agreement and Provision of Safeguards under the General Data Protection Regulation (EU) 2016/679

1. If the Customer, within the meaning of these Terms and Conditions, has implemented or in the future implements on its server a retargeting or conversion code provided by the Operator, the cooperation between the Operator and the Customer shall involve the processing of personal data of the users of the Customer’s server (hereinafter referred to as the “Cooperation”).

• The Operator and the Customer shall act as independent controllers in the processing of personal data, unless otherwise agreed between the Operator and the Customer in connection with the possible use of supplementary services.

• The Operator and the Customer hereby declare that they have taken all necessary measures to ensure compliance with applicable legal regulations concerning the protection of personal data and have further adopted appropriate organisational and technical measures relevant to the proper performance of the processing.

• The Operator and the Customer shall choose the most appropriate methods and safeguards to ensure that all processing activities are carried out in compliance with the Regulation and the national law of the member state of the EU in which the processing is performed.

• This Agreement is concluded for the duration of the Cooperation between the Operator and the Customer. The termination of this Agreement shall not affect the obligation of the Operator or the Customer to take all necessary steps to ensure the protection of personal data until such data is deleted.

• The Data Protection Officer is Chronos Consulting, s.r.o., Company ID No.: 07238495, with its registered office at Na Perštýně 342/1, Prague 1, Postal Code 110 00. If you have any questions, please contact us at (https://o-seznam.cz/pravni-informace/ochrana-udaju/kontakt/) and we will get back to you shortly.

• Personal Data, Purpose, and Duration of Processing
• As part of the Cooperation, personal data of the users of the Customer’s server are processed, in particular unique cookie identifiers, IP addresses, and, where applicable, telephone numbers and email addresses enabling the personal identification of the user, obtained through the browser on the Customer’s server or directly through the Customer’s server. Where available, data concerning the detection of the user’s device and the user’s location may also be shared.
• Personal data are processed for the purposes of personalizing advertising and content displayed to users, evaluating the performance of advertising messages, as well as storing and processing the precise geolocation of the user. The Operator also uses the data to provide and improve its services – for example, to test ad display algorithms, monitor latency for end users, or ensure the accuracy of its forecasting system.
• User data associated with cookies and advertising IDs are also used to detect and prevent advertising fraud and to ensure that users are not shown advertisements they have previously blocked.
• The Operator shall process personal data only for as long as there is a legal basis for the processing.

• Obligations towards Data Subjects

The Operator and the Customer shall each independently ensure:

• transparent information, communications, and procedures for the exercise of data subject´s rights under Article 12 of the Regulation;
• the fulfilment of the obligation to inform data subjects in accordance with the requirements of Articles 13 and 14 of the Regulation, specifying the scope of processing for which independent controllership exists; the Customer shall, in particular, inform users that personal data from its server are processed by another controller;
• where applicable, the obtaining of data subjects’ consent in accordance with the provisions of the Regulation – valid consent from end users must be obtained for:
• the use of cookies or other local storage where required by law; and
• the collection, sharing, and use of personal data for the personalization of advertising and content.

When obtaining consent, it must be:

• records of the consent granted by end users must be retained; and
• clear instructions must be provided to end users on how to withdraw their consent.

The Operator and the Customer shall each independently ensure and enable the effective exercise of data subject’s rights under Articles 15–21 of the Regulation.

• Protection of Personal Data
• The Operator shall provide its employees and other personnel involved in the processing with appropriate instructions regarding the processing, in particular concerning the obligation to maintain confidentiality in relation to the processing or to confidential information processed under this agreement, and shall further provide its employees and other personnel with adequate instructions on the technical and organisational security measures adopted for the protection and security of personal data.
• In the event that a sub-processor is engaged, the Operator shall bind such sub-processor to comply with all requirements set out in the Regulation.
• The Operator undertakes to independently assess the appropriateness of personal data processing based on a risk analysis conducted prior to processing for the purpose of identifying technical and organisational measures to minimise the identified risks, and further undertakes to adopt all appropriate measures to ensure compliance with the Regulation.
• The Operator undertakes to make every effort necessary to remove obstacles or, where applicable, to prevent personal data security breaches, or to remedy obligations under this Agreement.

1. Disclosure of Personal Data to Other Controllers

The Customer undertakes not to disclose personal data obtained in the course of the Cooperation with the Operator to other independent controllers for their own purposes, except in cases where such disclosure is governed by a separate written agreement signed between the Customer and the Operator.

1. Transfer of Personal Data Outside the EU

In the event that certain processing activities involve the cross-border transfer of personal data to non-EU member states, the exporting party shall ensure the legality of the transfer requirements as set out in Chapter V of the Regulation.

Part 6. Final Provisions

1. Matters not governed by these Terms and Conditions, the Rules, the Online Store Rules, and the Advertising Rules shall be subsidiarily governed by the Commercial Terms and the applicable legal regulations, in particular Act No. 89/2012 Coll., the Civil Code, and the relevant EU regulations.

• If the provision of the Seznam Sklik Service to the Customer is suspended or restricted by the Operator in accordance with these Terms and Conditions and/or the advertising is removed, the Operator shall provide the Customer, no later than at the time of such suspension, removal, and/or restriction, with the reasoning for the decision (hereinafter as the “Reasoning”), including the specific fact or circumstance on which the Operator’s decision was based. The Operator shall not be obliged to provide the Customer with the Reasoning in cases provided for by law.

• If the Operator decides to terminate the provision of the Seznam Sklik Service to the Customer in accordance with these Terms and Conditions and to terminate the Terms and Conditions, the Operator shall provide the Customer with the reasoning for such decision, at least 30 days before the decision to terminate the provision of the Seznam Sklik Service takes effect. The Operator shall not be obliged to comply with the period referred to in the preceding sentence in cases where:
• it is subject to a legal or regulatory obligation requiring it to terminate the provision of the service in a manner that does not allow it to comply with the notice period;
• the Operator exercises the right to terminate the provision of the service for an urgent reason under Czech law and the applicable legal regulations of the Czech Republic, in accordance with European Union law;
• the Customer has repeatedly breached the Terms and Conditions, and such repeated breach has led to the termination of the provision of the service.

• If the provision of the Seznam Sklik Service to the Customer is suspended, restricted, or terminated, the Customer shall be entitled to clarify to the Operator the facts and circumstances relevant to the resumption of the provision of the Seznam Sklik Service, through the Operator’s internal complaint-handling system available in the Help section. The Operator reserves the exclusive right to determine whether: (i) the Customer has demonstrably clarified or refuted the reasons that led the Operator to decide to suspend, restrict, or terminate the provision of the Seznam Sklik Service; and (ii) the Operator will resume the provision of the Seznam Sklik Service to the Customer, and if so, to what extent.

• In accordance with Regulation (EU) No. 2022/2065 on digital services (hereinafter as the “Digital Services Regulation”), the Operator has implemented a mechanism for reporting information concerning potential illegal content within the Seznam Sklik Service. Furthermore, in accordance with the Digital Services Regulation, the Operator has established an internal complaint-handling system (for the purposes of Shopping Ads) available in the Help section. A justified complaint by the Customer under the Digital Services Regulation must be delivered to the Operator within six months from the date on which the Customer was informed of the relevant decision of the Operator.

• The Operator shall suspend the provision of the Seznam Sklik Service to a Customer who frequently provides manifestly illegal content. Furthermore, the Operator shall suspend the handling of notices and complaints submitted through the mechanisms under the Digital Services Regulation in relation to entities or complainants who frequently submit manifestly unfounded notices or complaints. In such cases, the Operator reserves the right, after prior warning, not to accept notices and complaints from such entities for a reasonable period of time. When making decisions in such cases, the Operator shall take into account the number of items of manifestly illegal content or manifestly unfounded notices or complaints submitted within a given period, their proportion in relation to the total amount of information or notices, the seriousness of the abuse, the nature of the illegal content, the consequences of such abuse, and the intent of the relevant entity (person), where it can be inferred.

• The Operator reserves the right, in view of the fact that it may act as an online platform provider on the Servers, to provide information in accordance with Article 26 of the Digital Services Regulation.

• In cases where the Customer is a consumer in relation to the Operator and a consumer dispute arises that cannot be resolved by mutual agreement, the Customer acting as a consumer may submit a proposal for out-of-court settlement of the consumer dispute to the Czech Trade Inspection Authority (Central Inspectorate – ADR Department, registered office at Štěpánská 15, Prague 2, Postal Code 120 00, e-mail: adr@coi.cz, website: https://www.coi.cz/informace-o-adr/). In such cases, the Customer acting as a consumer may also use the online dispute resolution platform established by the European Commission, available at: https://ec.europa.eu/consumers/odr/main/index.cfm?event=main.home2.show&lng=CS.

• The Operator states that the factors for ranking advertisements, including Shopping Ads, and other related information are described in the Technical Conditions, which form an integral part of these Terms and Conditions.

1. The Operator and the Customer shall be entitled, in accordance with these Terms and Conditions and the applicable legal regulations, to terminate the contractual relationship between the Operator and the Customer established by these Terms and Conditions. The Customer may terminate its participation in the Seznam Sklik Service, in relation to the Zboží.cz Server, by submitting a written request to the Operator’s address or by e-mail (sklik@firma.seznam.cz) to remove its online store from the Seznam Sklik Service. The Customer undertakes to pay the price for all click-throughs generated until its Shopping Ads cease to be displayed on the Zboží.cz Server or other websites of the Operator. The Operator reserves a period of five business days from the date of receipt of the Customer’s request to remove the Customer’s online store. The Customer further acknowledges that, after the removal of the Customer’s online store from the Seznam Sklik Service, the Shop Detail of the respective Customer will continue to be displayed on the Seznam Sklik service for a period of three years following the removal of the Customer’s online store from the Zboží.cz Service. After the expiry of three years, the Shop Detail will be removed from the Seznam Sklik Service. This shall not affect the Operator’s obligation, upon request of a personal data subject, to remove their personal data listed in the Shop Detail from the Zboží.cz Service in accordance with the provisions of the GDPR.

1. The Operator shall not be liable for any damage incurred by the Customer as a result of the Customer not being informed in a timely manner of any changes to any of the above-mentioned services solely because the Customer does not use one of them.

1. If a dispute arises between the Operator and the Customer in connection with the provision of the Seznam Sklik Service, including any complaints that could not be resolved through the internal complaint-handling system, the Operator and the Customer shall be entitled, for the purpose of reaching an agreement on the out-of-court settlement of such dispute, to use mediation. For the purposes of this paragraph of the Terms and Conditions, the mediator shall be:

This shall not affect, under the conditions and in accordance with the Digital Services Regulation (for the purposes of Shopping Ads), the option to choose an out-of-court dispute settlement body that will be certified by the designated Digital Services Coordinator.

1. The Customer shall not be entitled to hold the Operator liable for any legal claims by third parties arising from the publication of data submitted by the Customer through the Seznam Sklik Service.

1. In accordance with EU Regulation No. 2019/1150, the Operator states that it has access to the data provided by the Customer for the purpose of using the Seznam Sklik Service or generated in the course of providing the Seznam Sklik Service, namely to the Customer’s data in the Interface, including Sklik advertising settings, statistics relating to the Customer’s Sklik Advertising, and related charts generated by the Seznam Sklik Service.

Advertising in the Seznam Sklik Service is shared for the purpose of operating the Seznam Sklik Service in accordance with and in the manner specified by these Terms and Conditions, and the Operator does not provide the option to exclude the sharing of such data. After the termination of the contractual relationship under these Terms and Conditions, the Operator shall continue to have access to such data, unless the provisions on the processing of personal data or statutory provisions provide otherwise.

During the term of the contractual relationship under these Terms and Conditions, the Customer shall have access to its data in the Interface, including the settings of its advertising within the Seznam Sklik Service, statistics relating to its advertising within the Seznam Sklik Service, and related charts generated by the Seznam Sklik Service. Upon termination of the contractual relationship under these Terms and Conditions, the Customer shall no longer have access to such data, except for statistics relating to the Client Zone and Seznam Peněženka Services, to the extent normally offered by such services, provided the Customer continues to have access to such services. No other access (including in aggregate form) is available. This shall not affect the Customer’s statutory right of access to personal data.

1. The Operator reserves the right to unilaterally amend these Terms and Conditions to a reasonable extent, in particular in the event of a change in legislation, a technical modification of the Seznam Sklik Service or services related to the Seznam Sklik Service, or in the event of changes in the operational, organisational, or business processes of the Operator. The Operator shall notify the Customer of such change via the Interface at least 15 days before the effective date of the change (hereinafter as the “Notice Period”).

The Customer shall have the right to reject the amendment to the Terms and Conditions during the Notice Period and to request in writing to the Operator’s address or by e-mail (sklik@firma.seznam.cz) the termination of the provision of the Seznam Sklik Service (closure of the Sklik account or, as the case may be, removal of the Customer’s online store from Zboží.cz) and/or the Customer may delete and suspend its campaigns, thereby expressing its intention to terminate the provision of the Seznam Sklik Service.

If the Customer does not express any opinion on the amendment to the Terms and Conditions and continues to use the Seznam Sklik Service after the amendment has taken effect, such continued use shall be deemed acceptance of the amendment to the Terms and Conditions.

1. The Operator shall not be obliged to comply with the Notice Period provided that:
2. it is required, on the basis of a legal or regulatory obligation, to amend the Terms and Conditions in a manner that does not allow compliance with the Notice Period;
3. it must, in exceptional cases, amend the Terms and Conditions in order to address an unforeseen and imminent danger related to the protection of the Operator’s services, Customers, or users from fraud, malware, spam, data security breaches, or other cyber risks.

1. These Terms and Conditions shall enter into force and effect on 15 September 2025.

If there is a discrepancy between the Czech and English versions, the Czech version shall prevail.