I. Basic Terms definition, the subject-matter of the contract

1. Mail-order partner is a mail-order or online store which, as a business entity, sells and ships the goods of certain product groups to the end customers through mail-order retail.

2. Provider is the above specified company BALÍK PLUS, ensuring activities connected with the distribution of Advertising inserts for its Clients.

3. Web page BALÍK PLUS is the web domain with the URL of: https://www.balikplus.sk through which the Provider offers a platform for implementation of Mail-order network for the shipping of Advertising inserts.

4. Client is an online or a mail-order store, possibly other company or subject which ordered the distribution of Advertising inserts from the Provider.

5. Advertising inserts are leaflets, catalogues, vouchers, product samples and other similar advertising materials whose distribution the Client orders from the Provider with the purpose of sales support of their products and/or services or a different advertising and promotional aim.

6. Mail-order network is the network of BALÍK PLUS operated by the Provider with the purpose of providing services of direct marketing. In synergies with Mail-order partners enlisted with the Mail-order network, the Provider ensures the delivery of Advertising inserts to the end customers.

7. Contract is a contract about providing services, by which the Mail-order partner commits to deliver the agreed number of Advertising inserts together with parcels through mail-order sale to the end customers for the benefit of the Provider, based on future offers of the Provider and the orders of the Mail-order partner.

8. Contracting party is the Provider and the Mail-order partner or any of them.

9. User account is a virtual network through which the Mail-order partner accesses the administrative system of the webpage of BALÍK PLUS, enabling the Mail-order partner to enter or subsequently process the entered data, always under the conditions agreed on in the Contract and/or in the GTC. The access to the User account is possible only based on the assigned login data.

10. Login data are a username and a password necessary for accessing the administrative system on the web page of BALÍK PLUS, assigned by the Provider to the Mail-order partner or chosen by the Mail-order partner.

11. The Provider provides and delivers the advertising inserts to the Mail-order partner free of charge. The Mail-order partner inserts or attaches Advertising inserts delivered by the Provider to or with their product parcels (packages) and these are shipped together to the end customers. The Mail-order partner is entitled to remuneration of the agreed reward for inserting or attaching of the Advertising inserts insert to the package for parcel and its shipment to the end customer.

12. These GTC are valid for all business relationships into which the Provider and the Mail-order partner enter in the framework of the above-mentioned subject matter of the Contract. Shipping or inserting of Advertising inserts to the packages of the Mail-order partner is subject to a specific written agreement between the Provider and the Mail-order partner in each individual case. Neither these GTC nor login of the Mail-order partner into the Mail-order network in a way specified in the article II. of these GTC does not constitute the obligation for the Provider to ensure the Advertising inserts for the Mail-order partner and give them to the Mail-order partner at disposal for distribution.

13. The Mail-order partner expresses an explicit consent with the content of these GTC by logging-in to the Mail-order Network through the web page of BALÍK PLUS. Aberrant, contradictory or complementing General terms of Commerce of the Mail-order partner become a part of the Contract only if the Provider expresses an unqualified written assent to its binding force.

14. Other arrangements agreed upon between the Contracting parties in individual cases (including accepted orders, collateral agreements, amendments and changes) always have priority before these GTC. Written contract or a written confirmation about the content of such arrangements issued by the Provider is determining for the content of such agreements.

II. Login of the Mail-order partner, Concluding a contract

1. By logging-in through the website of BALÍK PLUS, the Mail-order partner grants a proposal to a Contract conclusion. After obtaining each of such proposals (of logging-in), the Provider has the right to decide about their acceptance according to their own discernment. The acceptance of the proposal is proceeded by a written confirmation from the side of the Provider sent out through an email to an email address of the Mail-order partner and by activating their User account on the website of BALÍK PLUS.

2. To login in as a Mail-order partner can be done only by a business entity – natural or a legal person in accordance to the Section 2 Article 2 Of the ACT number 513 / 1991 Of the commercial code in its valid wording (“Commercial Code” further on), which has a needed business license. The condition of validity of the logging-in is also a full eligibility to legal actions for the person who logs-in on account of the business entity, in case of a natural person a full eligibility to legal actions of this person.

3. The Mail-order partner must state the data asked by the Provider at the login in its entirety and correctly, e.g.: name and surname, company name, CRN, current address of the company or a place of business operation (no PO Box) and a telephone number (no numbers with a special fee), website address (websites addresses), through which the Mail-order partner is offering their products, valid email address, a person authorized to represent the Mail-order partner in a contractual relationship with the Provider, product categories from which the Mail-order partner is offering their products and an anticipated amount of monthly parcels of products, possibly other defined specifications. The Mail-order partner is also compulsory to state all required data for issuing a tax receipt in accordance with the Act number 222/2004 Col. about VAT for the purposes of regular account settling of the Provider in accordance with article VI Part 3 of these GTC.

4. The logging-in of a legal person can be done only by a natural person/natural persons authorized to act on behalf of this legal person in accordance with the relevant regulations and/or internal regulations of this legal person while they always need to state their full name and surname including their function.

5. If a change of entered data occurs after the logging-in, the Mail-order partner is compulsory to correct the data immediately in their User account.

6. The Mail-order partner is obligated to keep their Access information in secret and carefully ensure their access to their User account. The Provider does not provide the registration data of the Mail-order partner to any third parties except for the cases when the Provider will be forced to do so based on applicable law or ruling issued in the correspondence with applicable legal enactment.

7. The Mail-order partner is responsible for all activities that take place through their User account through the Login data.

8. User account of the Mail-order partner is transferable to third parties only after a previous written agreement of the Provider.

III.Ordering of Advertisement inserts

1. After the Mail-order partner User account activation, the Provider can send a list of Advertising inserts currently available to be shipped (“Offer” further on) using the User account of the Mail-order partner on the website of BALÍK PLUS as well as using the form of an email. In case the Mail-order partner is interested in adding some Advertising inserts from the current offer to their parcels, they will confirm the option of shipping them through the User account on the web page of BALÍK PLUS (“Order” further on). Subsequently, the Provider sends detailed information about the Advertising inserts, their amount and delivery dates (“Delivery date” further on), to the Mail-order partner into their User account, by which an acceptance of the Order is realized.

2. The Provider also sends the information about the time period in which the Mail-order partner is compulsory to ship the respective Advertising inserts, using the User account of the Mail-order partner (“Shipping time period” further on). This Shipping time period is binding for the Mail-order partner.

3. The Mail-order partner is not entitled to specific Advertising inserts or to a certain amount of Advertising inserts and the Provider reserves the right to refuse the Order of the Mail-order partner or grant them a different offer which does not comply with the Order, according to their own discretion. The Mail-order partner is not bound to accept such changed or new offer.

IV. Delivery of Advertising inserts; Transition of ownership of Advertising inserts

1. The Provider delivers agreed Advertising inserts free of charge to the agreed delivery address of the Mail-order partner.

2. If the Shipping time period was agreed upon (see Ar. III point 1 of these GTC), the Provider delivers the Advertising inserts on the Delivery date at the latest. If the Provider cannot from whatever reasons to keep the Delivery date (e.g.: because the Client delivers the Advertising inserts to the Provider with delay or with defects, or from the reasons of higher power), the Provider can set a new Delivery date. In case of delayed delivery of the Advertising inserts in comparison with the Delivery date, the Shipping time period is prolonged in the length of time of the delay with regards to the Delivery date. If, from the reason of such prolongation of the Shipping time period, the Mail-order partner is not capable of fulfilling the commitments according to the Contract (e.g.: from the reason that the Mail-order partner does not have enough parcels in the respective time period), the Contracting parties will agree on a longer Shipping time period or on lowering the number of the Advertising inserts which should be shipped so that the Mail-order partner could ship all the Advertising inserts within the Shipping time period.

3. The Provider is obligated to inspect the Advertising inserts, delivered by the Clients, in respect to possible defects, before shipping them to the Mail-order partner.

4. In case the Provider does not obtain the Advertising inserts from the Clients in the agreed time period or the Provider obtains them in a lower amount or with defects, the Provider can partially or completely cancel the Order of the Mail-order partner concerning these Advertising inserts. The Provider is obligated to inform the Mail-order partner through an email about the whole or partial cancellation of the order for one of the reasons stated in the previous sentence without unnecessary delay. The cancelation of the Order is effective by the moment of its delivery to the Mail-order partner. In respect to the cancelation of the Order, the Mail-order partner cannot claim the reward in accordance to the article VI. of these GTC.

5. The Mail-order partner does not acquire ownership of the Advertising inserts. The ownership right of the Advertising inserts stays with the Client and is transferred from the Client to the end customer at the moment of delivering of the Advertising inserts to the end customer of the Mail-order partner. The Mail-order partner is compulsory to deliver the Advertising inserts to their end customers, to enable them to dispose with them freely. The ownership right to the Advertising inserts is transferred to the end customers which happens at the moment of their delivery.

V. Commitments of the Mail-order partner

1. Immediately after delivering the Advertising inserts, the Mail-order partner is compulsory to inspect whether these Advertising inserts do not show obvious defects (e.g.: damages while transport, delivering a lower amount, delivering of the wrong Advertising inserts, obvious printing defects, etc.). The Mail-order partner will immediately announce the discovered defects to the Provider through an electronic mail/website of BALÍK PLUS. The above-stated is applicable also in the case if the Mail-order partner finds the defects later. The Mail-order partner is not authorized to ship their customers defected Advertising inserts. The Mail-order partner will deal with the faulty Advertising inserts or Advertising inserts delivered in a higher amount according to the instructions of the Provider (e.g.: faulty advertising inserts will be sent back at the expense of the Provider or the Mail-order partner will destroy the Advertising inserts). The claim for a reward will not be established for the Mail-order partner according to Article VI. of these GTC due to the defected Advertising inserts were shipped to the end customers in contradiction to the previous regulation.

2. The Mail-order partner will be handling the provided Advertising inserts with due professional care, mainly when storing them, packing them and shipping, at least with such care the Mail-order is used to when handling their own products. Mainly, the Mail-order partner is compulsory to insert the Advertising inserts to the parcels undamaged, unwrinkled and not folded. Exceptionally, the Mail-order partner is authorized to fold the printed Advertising inserts, however, only in the necessary extent if they would not fit into the parcel or package. The Mail-order partner is responsible to the Provider for damage occurred on the delivered Advertising inserts until the moment of their delivery to the end customer together with the parcel.

3. The Mail-order partner will attach and/or pack the Advertising inserts in the agreed amount to the agreed number of product parcels to their end customers and together with them the Mail-order partner will ship them or delivered them. To each product parcel there only those Advertising inserts are attached which are assigned by the Provider. If not agreed otherwise, there are four Advertising inserts at the most attached to one parcel. After the shipping of all delivered Advertising inserts, the Mail-order partner is immediately obligated to inform the Provider of such fact, which will be done through the website of BALÍK PLUS. The Mail-order partner is obligated to insert the Advertising inserts to parcels without damage, not wrinkled and not folded. Exceptionally, the Mail-order partner is authorized to fold the printed Advertising inserts, however, only in the necessary extent if they would not fit into the parcel or package.

4. The Mail-order partner cannot ship Advertising inserts together with a product whose form of sale is not permitted in the form of delivery or if such sale is violating the rights of third parties or is in contradiction with good morals.

5. The Mail-order partner is obligated to truthfully and completely enter the number and the kind of shipped Advertising inserts at least once in two weeks in their User account on the web page of BALÍK PLUS. After a complete shipping of the delivered Advertising inserts based on the Order, the Mail-order partner immediately notifies the Provider about this fact through the webpage of BALÍK PLUS. In case the Mail-order partner will not fulfil the stated obligations within 2 months from the expiration Shipping time period according to Article III. point 2 of these GTC, the claim for reward for shipping of Advertising inserts, which were not stated in their user account rightly and in due time, expires.

6. In case the Provider and the Mail-order partner do not agree beforehand otherwise, the Mail-order partner binds to attach only those Advertising inserts obtained by the Provider to every individual product parcel for each individual end customer and not to attach any other Advertising inserts of third parties. However, regardless of breaching the previous regulations, the Mail-order partner is authorized to attach their own advertising materials promoting exclusively products and services which the Mail-order partner in distributing or is offering themselves, to a specific product parcel to a specific end customer.

7. At the prompt of the Provider, the Mail-order partner is obligated to immediately present relevant documents, proving that the Mail-order partner indeed shipped the announced number of Advertising inserts with the announced number of product parcels (e.g.: receipt of delivery or receipts and documents of accounting with a correspondent shipping or mailing company). The Provider commits not to publish these receipts and documents to third parties. The Contracting parties are always obligated to adhere to the relevant regulations of the personal data protection.

8. The Mail-order partner can be informed about all statistics and data concerning the Mail-order partner in their User account on the web page of BALÍK PLUS.

9. For the time of the contract validity, the Mail-order partner commits not to take part in a project of the same or similar Mail-order network operated by third parties which provide similar or the same services as the Provider according to these GTC.

VI. Reward, terms of payment

1. The Mail-order partner has the right for reward for each Advertising insert shipped in accord with the Order and these GTC. In the personal User account of the Mail-order partner on the web page of BALÍK PLUS, an offered reward will show with each offer for shipping of the correspondent number of the Advertising inserts. A conclusion of an agreement of the reward occurs by the acceptance of the Order of the Provider in accord with Article III. point 1 of these GTC, if the Contracting parties do not agree on a different reward in a corresponding individual contract. The reward is paid in a culminative way for each Advertising insert (also in the case of shipping of various Advertising inserts in one package parcel) if such shipping is in accord with the Contract and these GTC. The amount of the reward is set exclusively based on the data of the Provider, no other ways of measuring or calculating the amount of reward are not acceptable.

2. If not explicitly stated otherwise in a specific case, all the amounts of the reward stated on the web page of BALÍK PLUS and in the offers of the Provider are understood as amounts without the value added tax (“VAT” further on). VAT in a corresponding amount regulated by the law is added to the reward, if it is compulsory to pay it in accordance with the corresponding legal regulations.

3. Settling of accounts realized by the Mail-order partner within a calendar month is done by the Provider always until the 15th day of the calendar month following the calendar month for which the accounting is done. Settling of the account will be in the form of a tax document according to the Act number 222/2004 Col. on value added tax in the wording of the latter regulations. In the stated due time period and through the User account of the Mail-order partner on the web page of BALÍK PLUS, the Provider will show the amount of the reward for which a claim for the reward from the previous calendar month arose for the Mail-order partner and the Provider will send this data to the Mail-order partner through an email. If not further stated otherwise, the claim for settling of the reward is originates for the Mail-order partner only after the amount of the reward reaches a culminative amount of at least €100 (one hundred euros) without VAT (“Minimal paid amount” further on). If the Provider does not state otherwise, the Minimal paid amount for the month of December of the calendar year is €50 (fifty euros) without VAT. If the amount of the reward of the Mail-order partner within one calendar month does not reach the Minimal paid amount, the sum is transferred from this calendar month to the following calendar month until the amount of the sum does not reach the stated Minimal paid amount. The Mail-order partner cannot claim interest payment from the sum of the rewards on their User account which was not previously paid because the due date payment has not happened yet according to the previous regulation.

4. After obtaining the account settlement the Mail-order partner is obligated to issue an invoice with the corresponding amount within 15 days and attach its electronic form as a PDF file on the web page of BALÍK PLUS to the corresponding account settling. The payment due date of the invoice will be 14 days from the day of its issuing or inserting it on the web page of BALÍK PLUS. In case of technical problems with inserting of the invoice, the Mail-order partner is obligated to send the invoice to an email address of info@balikplus.sk, or to a different address stated by the Provider. In case the Mail-order partner will not issue an invoice within 45 days from the account settling and will not insert it into the User account, the claim for the reward does not occur. In case the Mail-order partner states a foreign bank account outside the Slovak Republic on the invoice in such a way that the Provider would have to issue a foreign bank credit transfer in Euros or in foreign currency to the bank of the recipient (the Mail-order partner) with a company seat abroad, all the fees connected with such transfer are borne by the Mail-order partner. The Provider is authorized to subtract corresponding sum for the fees for a foreign credit transfer from the remunerated amount, with which the Mail-order partner agrees.

5. The Mail-order partner is at the same time obligated to state a variable symbol of their issued invoice to their User account on the web page of BALÍK PLUS connected to the corresponding accounts settling. By this proceeding, the Mail-order partner affirms the rightness of the account settling of the reward and expresses consent with the content of the account settling.

6. After obtaining of the account settling, the Mail-order partner can raise an objection in connection to the amount of the reward stated on the account settling within 5 working days. The Provider will deal with the objection of the Mail-order partner and within 30 days they will send the Mail-order partner their reaction. If the Provider acknowledges the objection of the Mail-order partner as eligible, the Provider will settle the amount of the accepted sum difference in the following account settling. In case the Mail-order partner will not raise an objection in connection to the amount of the reward within 5 days from obtaining of the account settling, the right of the Mail-order partner to raise an objection expires and the amount of the reward settled by the Provider is considered as conclusive.

7. The Mail-order partner is obligated to keep their account / invoicing data and bank account connection in their User account on the web page of BALÍK PLUS always updated. The Mail-order partner takes into consideration that the account settlement always takes place based on the data which are stated in their User account on the web page of BALÍK PLUS on the last day of the given calendar month.

8. The reward for which a claim occurred for the Mail-order partner and which was settled according to point 3 of this article, will be remunerated by the provider within 14 days from the day when the Mail-order partner inserted a PDF invoice and entered a variable symbol of their invoice to the User account on the web page of BALÍK PLUS. The payment will be realized by the Provider in Euros via a noncash credit transfer to the bank account on the Mail-order partner stated in their User account on the web page of BALÍK PLUS, if it is not a matter of the case of insufficient amount of reward according to the point 1 of this article.

9. The Provider is authorized to change the system of rewards whenever with respect to future validity. Each change comes into effect on the day of a written announcement to the Mail-order partner.

10. The Provider is authorized to unilaterally credit whatever monetary claims with respect to the Mail-order partner in comparison with obligation to pay the Mail-order partner their reward. This authorization includes also the right to credit counterclaims which are not yet payable, or the authorization to credit payable claim towards the unpayable claim and vice versa.

VII. Forbidden manipulation

1. Forbidden manipulation is each try of the Mail-order partner to circumvent the system and the principle of reward setting and account settling of the Provider according to these GTC or the Contract via with the help of technical or other measures (including, however not exclusively, entering incorrect data concerning the monthly amount of parcels, announcing of incorrect state off shipped Advertising inserts, not shipping or destroying of Advertising inserts, attaching numerous Advertising inserts of the same kind into one parcel, shipping of damaged Advertising inserts or unjustifiably folded Advertising inserts, etc.). The Provider will immediately inform the Mail-order partner about the suspicion of forbidden manipulation. If the Provider together with the Mail -order partner do not mutually and without doubt deal with such suspicion in a reasonable due date, the Provider will consider the forbidden manipulation for the purposes of the contract and these GTC as determined. In case of determined forbidden manipulation, an occurred claim will for reward will expire, or such claim will not occur according to the article VI. of these GTC.

2. The provider is authorized to inspect and check whether there is no Forbidden manipulation from the side of the Mail-order partner whenever during the duration of the contract, mainly by random control purchases at the Mail-order partner and the requirement to present relevant documents which prove that the Mail-order partner indeed shipped the announced number of Advertising inserts with the announced number of parcels (more details in Article V. point 7 of these GTC). By concluding of this contract, the Mail-order partner agrees with such proceedings of the Provider when inspecting whether there is no Forbidden manipulation taking place.

3. In case of a specific suspicion of the Forbidden manipulation, the Provider is authorized to block the User account of the Mail-order partner on the web page of BALÍK PLUS and to suspend the delivery of the agreed Advertising inserts as well as a payment of the respective claims of the Mail-order partner during this time, until the complete clarification of the state of the matter in a reasonable due date. In the rest, the regulations from article VII. of these GDC will be used.

4. In case of determination of Forbidden manipulation, the Provider is authorized to terminate the access of the Mail-order partner to their User account on the web page of BALÍK PLUS.

VIII. Contract duration and its termination

1. The Contracting relationship between the Mail-order partner and the Provider is concluded according to article II. point one of these GTC for an indefinite time period.

2. Except for the ways of Contract termination specified in these GTC, the Contract can be terminated also by a mutual written agreement of the Contracting parties, as well as by a notice of cancellation from any Contracting party without specifying any reason in a 2-month notice period. The notice time starts on the first day of the following month after its delivery to the other Contracting party.

3. The Provider is authorized to withdraw from the Contract as with a serious Contract infringement and with the respect to the Act 345 of Code of Commerce, as well as in the following cases
a. if the Mail-order partner breached whatever of their Obligations according to article V. points 5, 6 or 7 of these GTC;
b. if the Mail-order partner realized whatever Forbidden manipulation according to article VI. of these GTC;
c. if the Mail-order partner breached confidentiality commitment according to article IX. of these GTC.

IX. Confidentiality

1. The Contracting parties take into account that within the Contract execution they can gain information from the other Contracting party where one contracting party (“entrusting party”) grants the access to another Contracting party (“receiving party”) or the receiving party will learn information during the Contract execution, mainly business and market strategies, information about prices, sales, customers’ data, marketing plans, cooperation conditions, conditions of acquisition and purchase, as well as other financial and business data (“Confidential information” further on).

2. The Contracting parties commit to use Confidential information exclusively with the purpose of fulfilling this Contract, and that only in the inevitable extent in such a way that only those deputies or workers of the Contracting parties necessary to be acquainted with the Confidential information for a proper fulfilment of the Contract are acquainted with it.

3. The Receiving party is compulsory to exert at least such level of expert care for the protection of the Confidential information of the entrusting party as the Receiving party is exerting in the protection of their own Confidential information. This obligation includes under all circumstances mainly accepting adequate precautions for the protection of Confidential information against unauthorized disclosure, copying or use.

4. The Commitment to Confidentiality does not apply to (i) Confidential information which is generally known during the time of its providing and the receiving party is able to prove this fact in a trustworthy manner, (ii) Confidential information which becomes generally known after its providing and this information release did not happen by breaching of commitment of confidentiality according to the Contract or the law, (iii) Confidential information which the receiving party already possessed in the time of its providing and that without the commitment to confidentiality to such Confidential information, while such information was not acquired by the receiving party illegally, (iv) Confidential information which was created by the receiving party independently without the use of such Confidential information of the entrusting party and the receiving party will be able to prove this fact in a trustworthy manner or (v) in case of the receiving party having to grant access of the Confidential information based on the law or the decision of an administrative body.

5. The commitment to confidentiality according to this article IX. persists not only during the time period of the Contract validity but also three years after its termination.

X. Final Provisions

1. These GTC take effect on 01.02.2019. All contractual relationships concluded between the Mail-order partner and the Provider from the date of the GTC effect abide by the GTC, unless stated otherwise.

2. To resolve a dispute between the Provider and the Mail-order partner, stemming out of the contraction relationship adjusted by these GTC, as well as related claims for compensation stemming from this contracting relationship, a relevant Slovak court will settle the dispute. Contractual obligations agreed upon in these GTC are governed by the law of the Slovak republic, mainly by the provisions of the Code of Commerce.

3. If these GTC require to be delivered in writing, any message sent to the other Contracting party through an electronic mail to the e-mail address of the other Contracting party. Beforementioned does not apply in the case of the contract termination when the declaration of the will to terminate the Contract is delivered to the other Contracting party in a written form by the means of post mail transport in the form of a registered letter.

4. The Mail-order partner is not authorized to forward any rights or responsibilities resulting from the Contract neither any of its part to a third party without a previous written agreement of the Provider.

5. The Mail-order partner affirms that before logging-in to the Mail-order network of the Provider according to Art. II. Point 1. of these GTC, the Mail-order partner got acquainted with these GTC on the website of BALÍK PLUS, understands its contents in its whole extend and agrees with them without reservations and commits to their observance. The Mail-order partner also agrees with the use of the law of the Slovak republic according to which they will conform, interpret and apply relevant laws, obligations and commitments of the Contracting parties amended in these GTC or relating to the object of these GTC.

6. The Provider is authorized to change and amend these GTC (while change is being understood also a partial or complete replacement of the GTC by new or individual commercial conditions). Each change of the GTC comes into effect on the day of its publishing at the webpage of BALÍK PLUS. Existing contract relationships are governed by the new GTS from the day a written notice of the change is delivered to the Mail-order partner.

7. These GTC are produced in the Slovak language. The text of these GTC in a different than Slovak language only has an informative nature and does not stipulate a binding-force part of the GTC.

In Bratislava, February 1, 2019

 

BALÍK PLUS, Ltd.,
Henrich Lauko, Managing Director