Terms and Conditions

We are Winnero, Google’s official CSS Premium Partner. Under these terms and conditions,

we provide you with CSS partnership services (the “Services”) for your online store (the
“Online Store”) in order to promote your goods and services (the “Products”). When you
use our Services, you become our partners, and you will be included in our partner
programme. Furthermore, our winner.shopping website (the “Website”) also offers a price
comparison function. You can find more information about the price comparison here.

We operate Winnero as Winner.Shopping s.r.o., ID No.: 090 95 837, with its
registered office at Sokolovská 81/55, Karlín, 186 00 - Praha, entered in the
commercial register maintained by the Municipal Court in Prague, File No. C 330849
(“Winnero”, “we”, “us”, “our”).

You can contact us at any time at [email protected] or by mail to the address of our
registered office (Sokolovská 81/55, Karlín, 186 00 - Praha) or by phone: +420 793 915 615.

Our relationship shall be governed by the laws of the Czech Republic even if it contains an
international element. The Czech courts shall have subject matter jurisdiction over any
disputes. These terms and conditions are available in Czech and English. In the event of any
discrepancies, the Czech version shall take precedence.

Our communication will be conducted primarily by email.

If we individually agree on any provisions divergent from these terms and conditions, such
an arrangement between us takes precedence.

These terms and conditions are effective as of 1 March 2021 and supersede all previous
agreements between our existing partners and us.

Do you wish to know more about a specific topic? You can skip right to it – however, we
recommend you to read the entire terms and conditions, as we will assume you have done
so and that you agree with such terms and conditions.
· Part I. – What conditions you need to meet for us to include you in our programme;
· Part II. – how the orders of Services work and when the agreement between us is
concluded;
· Part III. – details of the trial period;
· Part IV. – CSS partnership and its conditions;
· Part V. – how to set up the XML feed correctly;
· Part VI. – payment terms;
· Part VII. – termination of Services;
· Part VII. – how to use our Services correctly;
· Part IX. – information on damages;
· Part X. – information on complaints;
· Part XI. – how we can amend these terms and conditions.

I. What do you need to do to qualify for our programme?

In order to become our partners, we need you to meet (and continue to meet for the entire
period of our partnership) the following requirements:
a. you need to operate an Online Store through which you offer Products;
b. you must be a legal person or a self-employed person – we do not offer our
Services to consumers;
c. your Online Store must be located on an active and accessible website – we are
under the statutory obligation to duly identify you to present your Products;
therefore, you need to clearly identify yourself regularly and indicate any changes
immediately – we are not liable for the provision of any false information on our
Website or elsewhere;
d. you must be able to provide us with information on your Products in the format
we require for the proper functioning of the CSS partnership – if you choose a
certain form of promotion, we assume that you meet all the conditions for its

functioning (e.g. correct XML feed settings) – we are not liable for any faulty
functions;
e. the provision of our Services is also subject to the payment of a monthly fee (this
does not apply during the trial period);
f. you must comply with these terms and conditions.

II. Ordering Services

1. You have several options of Services that we can provide to you, and a list of them can
be found on our Website. You can also find our current price list there.
2. To order our Services, you simply need to send us an email in which you agree with the
terms and conditions and the proposed price. After we process your order, we will
contact you and inform you of the next steps – we confirm or decline your order, adjust
the parameters or ask you to provide any missing information.
1. The agreement between us shall be concluded by our confirmation that we accept your
order.
2. Our arrangements via email are binding. We can also agree on the adjustment of
conditions for the provision of Services, incl. their price.
3. If you order our Services via Shoptet, the previous steps are replaced with add-on
activation in the Online Store administration in Shoptet. In this case, the agreement
between us shall be concluded when you activate the add-on.

III. Trial Period

1. After ordering, we will provide you with access to our Services for the duration of the
trial period free of charge. The duration of the trial period depends on the chosen
Service option.
2. If you do not inform us during the trial period (until the last day of the trial period) that
you no longer wish to receive our Services, you will automatically continue to receive our
Services after the end of the trial period for a fee.

IV. How does a CSS partnership work?

As a partner, send us the completed template to [email protected]. We will then
send the completed template to Google – Google will switch the Google Merchant Center
account for Winner.Shopping.
From your user perspective and in terms of the use of Google Ads campaigns, only one
change will occur – you will see “CSS: Winner.shopping” instead of “Google” in the Google
Merchant Center (source of products). Credit invoicing, account, campaigns, and everything
else will remain the same.
By switching to Winner.Shopping, the final cost per click (CPC) offer will not include the
Google margin (which can amount to up to 20%). Since Winner.Shopping does not charge
any margin, you enter the auction with a 25% higher bid than you would previously have in
the case of Google. After switching to Winner.Shopping, your advertisements will have a
better position, and your Online Store will be displayed more often.

For example:

Set CPC amounts to CZK 10
Google margin amounts to 20%
You enter the auction with a CPC of CZK 8

Set CPC amounts to CZK 10
Winner.Shopping margin amounts to 0%
You enter the auction with a CPC of CZK 10

1. Please note that as a partner, you can save up to 20%. However, we cannot guarantee it,
so we shall not be liable for the result.
2. In order to provide you with the Services, we do not need you to grant us access to
Google Ads or Google Merchant Center. At the same time, we shall not be liable for any
consequences of the implementation or non-implementation of our recommendations
to modify the service or Google Ads/Google Merchant Center settings.
1. If you become our CSS partner, we will display you in the price comparison function on
our Website. You can find more information about the price comparison here.

V. XML Feed Settings

1. For your Products to be displayed properly in search engines or our price comparison
function, you need to provide us with product information through an XML feed
generated from your partner website. We will then update the information regularly, so
you need to maintain it in a state in which we can successfully complete such an update.
3. What form must the product information have?
a) you must keep your product information up to date;
b) you must know the availability of your Products and duly include it in the product
information;
c) the final price of the Product must be indicated.
4. We need you to provide the XML feed in the form specified by Google’s product data
specifications.
5. The Products you wish to promote through our Services must comply with the laws of
the Czech Republic (and European Union), and you must have all the rights necessary for
the proper disposal of the Product.
6. If you violate these terms and conditions, we have the right to terminate the provision of
our Services. See below for more information (Termination of Services at Our Discretion).
7. We have the right to ask you to approve the appearance of your Products prior to their
display. In the event of there being any doubt concerning the accuracy of product
information, we have the right to modify or change the product category so that it is
correctly classified.

VI. Payment Terms

1. You will pay a monthly fee for the provision of the Services based on an invoice we will
send you at the end of each month.
2. If you choose the Shoptet add-on option, the invoicing takes place through the Shoptet
system.
1. Your obligation to pay the monthly fee for the Service is deemed fulfilled at the moment
the relevant amount is credited to our account.
2. At the end of each billing period (calendar month), the provision of the Services is
automatically renewed – until you cancel it (see how you can cancel the provision of the
Services here – Termination of Services at Your Discretion).

3. The maturity period of each invoice is 14 days. If you fail to pay the amount within such a
period, we are entitled to claim interest on late payment and a contractual penalty in the
amount of 0.5% of your monthly fee for the Service per each day of delay.
4. The price for the provision of the Services is final. If, in exceptional cases, we decide to
adjust the price, we will always inform you thereof at least 15 days before the planned
price adjustment takes effect. If you do not agree with the adjusted price, you have the
right to cancel our Services within 30 days from the receipt of our notification. The
provision of the Service will then be discontinued upon the last day of the month in
which the Service was cancelled. We will consider it a request for the cancellation of the
Service. You can find more detailed information here (Termination of Services at Your
Discretion).
5. After each payment, we will issue a tax document meeting the requirements of tax and
accounting regulations. The invoices are sent via email.
6. The prices include VAT. We are VAT payers.

VII. Termination of Services

At Your Discretion
1. You can cancel the Services at any time by sending us a cancellation request to
[email protected]. In the case of the Shoptet add-on option, your removal of
the add-on from the Online Store administration in Shoptet is considered the
cancellation of our Services.
2. Upon receipt of the cancellation request, we will send you the instructions to cancel our
Services and terminate our CSS partnership. Essentially, you will need to send an email
from your email address in accordance with the template we provide you with and which
we send to Google. If you fail to send such an email, you will continue to receive our
Services.
3. If you cancel the Services in the course of the month, you will be billed for the entire
month.
4. Sending a request is the only way we consider your decision to cancel our Services valid.
For example, if you modify the XML feed in any way, so that it no longer provides us with

the required information, it is without prejudice to the fulfilment of your obligations (in
particular, the obligation to pay the fee for the Service).
5. If you cancel our Services, all the Services will be cancelled as a whole – i.e. both the CSS
partnership and any affiliate cooperation or any other components will be terminated.

At Our Discretion
6. We may terminate your right to use the Services at any time, in particular, if you violate
the provisions of these terms and conditions or otherwise violate legal regulations or
good morals.
7. We will notify you of any such violation and possible termination. From a legal
standpoint, such violation constitutes a material breach of an agreement, in which case
we have the right to withdraw from the agreement, i.e. cease to provide our Services.
We do not refund the already paid fee for the Services or any part thereof (with the
exception of cases in which we materially breach the agreement, and you withdraw from
it on such a basis).
8. To cancel our Services, we will send you instructions on how to do so (and terminate our
CSS partnership) – essentially, you will need to send an email from your email address in
accordance with the template we provide you with and which we send to Google. If you
fail to send us such an email within 10 days from the date on which we send you the
information concerning the cancellation of the Services and the request to send the
migration email, we may claim a contractual penalty amounting to 1% of your monthly
fee for the Services per each day of delay in sending such an email.
9. If we suspect any unlawful conduct on your part, we are entitled to contact the relevant
authorities.
10. In such a case, we may also cease to provide our Services. We will inform you of our
decision to cease to provide the Services and terminate the Services with a 15-day notice
period.
11. If our Services are terminated, all the Services will be terminated as a whole – i.e. both
the CSS partnership and any affiliate cooperation or any other components will be
terminated.

VIII. Use of Our Services

1. Influencing the search results and results of price comparison on our Website in any way
is prohibited.
2. Our Website may be temporarily unavailable das a result of software maintenance or
internet outages caused by technical failures (on our part or on the part of third parties
that we use to provide our Services). However, such cases are exceptional, and we do
not refund the price paid on the grounds of such outages. We shall always do our best to
ensure 100% functionality and availability of our Services.
3. As the providers of information society services, we are not liable for the content
displayed on our Website. This does not apply in the event of our being notified of the
unlawful nature of the content by authorised entities, and we shall remove such content
without undue delay. However, this obligation shall be without prejudice to our right to
temporarily or permanently remove any content displayed on our Website if we suspect
the content to be unlawful, or we may refuse to publish such content at our sole
discretion.

IX. Damages

1. Should a third party raise a claim against us as a result of your violation of your
obligations, you undertake to compensate us for the damages in full, including non-
material damage and the costs we incur in resolving such a situation.
1. If our actions demonstrably cause you damage, we shall compensate you, however, only
up to the amount of your monthly fee for the Services for the month in which the
damage was incurred. This does not apply to damage that is beyond our control.
2. We shall not be liable for any subsequent, incidental or special damage arising from the
use or inability to use our Services, including the loss of profits, business interruptions or
loss of data.
3. Neither shall we be liable for any defects in connecting our Services with third-party
software (or Shoptet).
4. In particular, please note that we shall not be liable in the event that:

you handle the Product incorrectly in any way, even in relation to a buyer;
you mishandle the personal data of your customers in any way;
you do not have the right to upload the Products and the product information to the
Online Store; in such a case, we no longer have the right to display such information
(in particular, in terms of property rights, copyright, criminal law, administrative law,
advertising law, consumer law, personal data protection, unfair competition, etc.);
the uploaded data infringes the rights of third parties;
the uploaded data is not uploaded in a supported format, which may affect the
Product being displayed correctly;
the uploaded data or its general handling is contrary to legal regulations or good
morals;
the uploaded data contains false information concerning a third party which may
threaten its good name and reputation or compromise the third party personally in
another manner;
the uploaded data contains false information or is incomplete;
by uploading the data, you have violated the statutory confidentiality obligation;
the uploaded data is disclosed by you or third parties to unauthorised
parties/audiences.

The person uploading the data shall be liable in the event of all the above examples
occurring.

X. Complaints

1. If you believe that our Services are defective (that they do not correspond to the agreed
conditions in scope or quality), you may submit a complaint. If the defect can be
remedied, you may claim its remedying or supplementation or a discount. If the defect
cannot be remedied, and this causes our Services to be unusable, you may withdraw
from the agreement or claim a discount.
2. However, the fact that the Service does not correspond to your subjective expectations
is not a valid reason for a complaint.
3. Please use our contact details to send your complaints and indicate the following: what
exactly is the subject of your complaint and why, your contact details and how you wish
your complaint to be resolved.

4. After submitting a complaint, you will receive our confirmation indicating the time at
which you submitted your complaint.
5. We will deal with the complaint as soon as possible. We will send you confirmation of
the date and manner of the resolution of the complaint, information concerning any
remedies and the possible period for the resolution of the complaint.

XI. Changes in Terms and Conditions

1. We may change these terms and conditions, including the contents of our agreement, to
a necessary extent, in particular, as a result of changes in legal regulations or the
functions of our Services.
2. We will notify you of any such changes by email at least one month before the change
takes effect. Should the change constitute a significant intervention, for example, in your
technical settings, which would require a longer period for adjustment, we may extend
this deadline.
3. You can express your disagreement with the change by sending an email to
[email protected] within the above period. If you do not respond within the
above period, we will continue to provide our Services under the new terms and
conditions. If you express your disagreement within this period, you will no longer be
able to use our Services, and we will consider such an email your cancellation of our
Services. You can find more detailed information here (Termination of Services at Your
Discretion). If you cancel the Services in the course of a month, you will be billed for the
entire month.
4. The expression of your disagreement shall be without prejudice to the fulfilment of
previously unfulfilled obligations.
5. If you order any additional part of our Services within the above period, we will consider
such an order your agreement with the change of the terms and conditions.
6. In some cases, we are not obliged to notify you in advance – in the event of a legal or
regulatory obligation that prevents us from meeting the above deadline or in the event
of a necessary change resulting from an unexpected or imminent danger associated with
the security of our Services.