GENERAL TERMS AND CONDITIONS FOR THE PROVISION OF GOOGLE ADVERTISING MANAGEMENT AND CREATION SERVICES
General terms and conditions for the provision of Google advertising management and creation services and other related services (hereinafter referred to as „GTC „)
of Venalicium Group, s.r.o.
Art. I
Introductory provisions
1.1.Venalicium Group, s.r.o., with its registered office, registered in the Commercial Register of the Municipal Court of Bratislava III, Section: Sro, Insert No. 167249/B , (hereinafter referred to as the „Provider“), ID No.: 52004805, VAT No.: 2120864152, VAT No.: SK2120864152, is the provider of services:
management and creation of Google advertising
(hereinafter individually also referred to as the „Service“ or collectively as the „Services“).
1.2 The subject of the GTC is the regulation of the mutual rights and obligations of the Provider and the User. The GTC are an integral part of the Contract concluded between the Provider and the User.
1.3 These GTC apply exclusively to the provision of those Services to the User that are specified in them and, together with all other written contractual documents and oral agreements concluded between the Provider and the User in connection with the provision of the Services, define the content of the binding relationship between the Provider and the User. These GTC do not apply to the delivery of goods by the Provider as a supplier to third parties.
1.4 The terms and expressions defined or used in these GTC shall apply and have the same meaning in all binding legal relations between the Provider and the User relating to the Services, unless otherwise provided by generally binding law or expressly agreed in writing by the Parties.
1.5 By paying the Price for the ordered Service, the User confirms that he/she has read the text of these GTC https://www.venalicium.agency/vseobecne-obchodne-podmienky-vop/ a reklamačným poriadkom Poskytovateľa https://www.venalicium.agency/reklamacny-poriadok/
Art. II.
Description of Services
2.1 The service „Google Ad Management and Creation“ (or also Google Optimization) is the most important part of search engine optimization. The results of Google ads include an increase in traffic coming from our optimized keywords, an across the board, overall increase in web traffic due to google advertising. The result of google ads can also be an increase in awareness of the advertised brand.
2.2 „Other related services“ are mainly the control and optimization of google ads.
2.3 The Provider shall provide the Services to the best of its knowledge and technical capabilities, as well as those of its subcontractors, in a quality corresponding to the generally accepted requirements for the Services and provided to Users in similar legal relationships with other providers.
Art. III.
Definition of terms
3.1 The contract for the provision of services for the management and creation of Google Ads and other related services (hereinafter referred to as the „Contract“) is a standardized contract, on the basis of which the User orders the Provider’s Services. A completed and submitted form marked as an Order shall be deemed to be a Contract.
A Work Contract, Service Contract, Individual Service Contract or other contract is concluded between the Provider and the Customer or User separately in writing for the delivery of work or the provision of a service based on the Customer’s or User’s individual requirements, in particular in cases not covered by the Google Ads Service Contract and other related services. The provisions of these GTC shall apply mutatis mutandis to the contractual relationship established by such a contract, unless the parties have expressly agreed otherwise in writing. Where the term „Contract“ is used in these GTC, it shall include a contract concluded pursuant to this clause of the GTC.
An individual arrangement is a specific agreement on the qualitative or quantitative parameters of the provision of the Service and the penalties for non-compliance with them; there is no legal entitlement on the part of the User to enter into such an arrangement. The Individual Arrangement shall, on the date of its conclusion, become an integral part of the Contract to which it is concluded, as an annex or supplement thereto.
3.2 The GTC are these General Terms and Conditions, which form an integral part of the Contract, unless otherwise agreed in writing by the parties (clause 3.1.a.).
3.3.The Provider is Venalicium Group, s.r.o., registered in the Commercial Register of the Municipal Court of Bratislava III, Section: Sro, Insert No. 167249/B, (hereinafter referred to as the „Provider“), ID No.: 52004805, VAT No.: 2120864152, VAT No.: SK2120864152,
3.4 The User is a legal entity that is in a contractual relationship with the Provider on the basis of the Contract. The User, who, in concluding and performing the Contract, acts within the scope of his/her trade or other business activity.
3.5 User – a legal entity that uses the provided Services for the purpose of carrying out its trade or other business activity.
3.6. the Internet is a public data network, enabling the transmission of data communication between network endpoints or other forms of communication.
3.7 The price of the Service(s) is negotiated in accordance with Act No. 18/1996 Coll. on Prices as amended as a contractual price and consists of the sum of the prices of all individual acts provided within the Service. The price of the Service provided is specified in the Price List. The price is charged with the relevant value added tax rate according to the statutory provisions in force at the time of provision of the Service.
3.8 The Price List is a list of Prices for individual Services provided by the Provider, surcharges, free services, details of one-off, regularly recurring and variable prices, including the start and end of the billing period, the method of payment of the Price, an indication of how the User may request information on any discounts on the Price. The Price List is an integral part of the Contract. The individual prices in the Price List are always quoted exclusive of VAT and inclusive of VAT per unit of measurement.
3.9 The period of provision of the Service(s) shall be the period of time from the effective date of the Contract to the date of its termination.
3.10. Temporary interruption of the provision of the Service is an act of the Provider which temporarily prevents the User from using the Service under the terms and conditions set out in these GTC.
Art. IV.
Conclusion of the Contract, Subject of the Contract
4.1 The Contract is concluded on the basis of a written email communication or a personal meeting.
4.2 The subject matter of the Contract on the part of the Provider is, in particular, its obligation to provide the User with the Google Ads Report and the provision of other related services of the specified quality and to the agreed extent to the User under the terms and conditions set out in the Contract, the individual arrangements and these GTC.
4.3 The subject matter of the Contract on the User’s side is the User’s obligation to pay the Price for the ordered Services, to exercise the rights and comply with the obligations under the Contract and these GTC.
4.4 The GTC and the Price List are an integral part of the Contract.
Article.V
Content of the „Google Ads Management and Creation“ Service, Rights and Obligations of the Provider
5.1 In connection with the provision of the Service, the Provider is entitled in particular:
- temporarily and without prior notice, suspend the provision of the Service if the User has breached the obligations under the Agreement or these GTC, in particular has not paid the agreed Price by the due date, until the User has remedied the situation;
- remove from its facilities all data relating to the User if the User has repeatedly or seriously breached its obligations under the Contract or these GTC;
- transfer the contractual rights and obligations under the Contract to a third party with the consent and cooperation of the original and new User only after proven payment of all obligations to the Provider. The User shall have no legal right to transfer the contractual rights and obligations under this provision;
- change the period of time for which it will periodically issue invoices (tax document) to the User (hereinafter referred to as the „billing period“);
- invoice additionally those items of the Service which, for technical reasons or due to an additional order by the User, could not be included in the invoice issued for the period in which they were provided;
- in justified cases, in particular for planned maintenance, technical inspections, revisions, repairs on technical equipment through which the Service is provided or due to a power failure, without prior notice, interrupt or limit the provision of the Service, but only for the necessary period of time;
- refuse to provide the Service to the User if the provision of the Service to the User has previously been suspended or if the Provider or another provider operating in the same field has withdrawn from the Contract due to repeated or serious non-performance of obligations by the User.
5.2 After the proper termination of the contractual relationship, the Provider reserves the right to remove all advertising campaigns as well as the optimization performed in the User’s Google Ads account, in order to protect its know-how and prevent their further use without the Provider’s expert guidance and ongoing optimization.
5.3 The Customer undertakes not to remove the Provider from access to the Google Ads account during the term of the contractual relationship, unless the contract is duly terminated in accordance with the provisions of these GTC. In the event that the Customer unilaterally removes the Provider’s access to the account without proper termination of the contractual relationship, the Provider shall be entitled to claim a contractual penalty of EUR 1,000 excluding VAT.
Art. VI.
Performance of the Service
The Service (obligation under the Contract) is fulfilled by sending a report from the Provider’s Google Campaigns to the User about the fulfillment of the Service.
The User is aware that the Service is fulfilled by the Provider provided that the conditions are met:
1. By sending the Provider’s email report to the User on the fulfillment of the Service.
2. By the expiration of 3 days after the first condition has been met.
Article. VII.
Change Services
7.1 The User is entitled at any time to request the Provider to change, expand or narrow the Service, unless it is a one-time Service that has already been provided. The Provider is obliged to comply with the User’s request without delay, no later than at the beginning of the next billing period, unless this is prevented by serious technical, technological or legal obstacles and the User has paid all monetary obligations to the Provider.
7.2 Any amendments or additions to the Contract or Order may be made by a new Order via the Provider’s website, via the helpdesk or in writing.
7.3 The Provider is entitled to unilaterally change the GTC and the Price List. The agreement on the change of the Price List and the GTC shall be deemed to be validly concluded at the moment of the first use of the Service under the effectiveness of the changed Price List of the Service and the GTC. The change to the GTC must be notified to the User in writing or by electronic mail. The User must be notified of the change in the Price List only in the event of an increase in the Price, and at the latest when the invoice for the next billing period is issued. A proper notification of a change to the GTC or the Price List shall also be deemed to be the publication of a notice on a prominent place on the Provider’s website and the simultaneous sending of a notification of this change to the User’s e-mail inbox indicated when concluding the Contract. The reduction of the Price may only be announced by publication on the Provider’s website.
7.4 A change to the GTC or the Price List shall be deemed to have been notified on the date of delivery of the written or electronic notification to the User. In disputed cases, unless delivery can be proven, the change shall be deemed to have been notified on the date of sending the notice of the change to the GTC to the last known address of residence or registered office or to the last known e-mail address provided by the User in the administration interface of the Service.
7.5. In case the User does not agree with the change of the GTC or the Price List of the Service, the User has the right to withdraw from the Contract by delivering a written notice of withdrawal from the Contract no later than 1 month from the date of notification of the change of the GTC or the Price List. The legal effects of withdrawal from the Contract shall take effect on the date of delivery of the written notice of withdrawal from the Contract to the Provider.
Art. VIII.
Duration and termination of the Contract
8.1 The Contract shall be concluded for an indefinite period of time, unless the Parties have expressly agreed otherwise.
8.2 The Contract shall terminate:
by written agreement of the parties,
by notice,
termination of the Provider or the User without legal successor.
8.3 The User may withdraw from the Contract in case of changes in the contractual terms and conditions pursuant to Article 7, clause 7.5 of the GTC within the period specified therein,
8.4 The Provider may withdraw from the Contract if:
the identification data provided by the User in the Contract or the Order proves to be false; the provision of false data shall not be deemed to be the User’s failure to notify the Provider of the change of data;
the User is insolvent, in particular if a petition for bankruptcy is filed against its assets, if bankruptcy has been dismissed for lack of assets, if the User has been placed under receivership pursuant to special regulations or if the User has entered into liquidation,
the User has breached any obligation under these GTC;
the User fails to pay the Price even within the additional period granted by the Provider for its payment,
the User violates generally binding legal regulations or infringes the rights of third parties when using the Service.
8.5 Withdrawal from the Contract shall be effective on the date of delivery of a written notice of withdrawal from the Contract by one of the Contracting Parties to the other Contracting Party, whereby notification of withdrawal by other demonstrable means (e-mail, fax) shall also be sufficient.
8.6 Either Party shall be entitled to terminate the Contract, concluded for an indefinite period, for any reason or for no reason. Termination of the Contract may be in writing or by e-mail and must always be delivered to the other party. The period of notice shall be 1 month and shall commence on the first day of the calendar month following the date on which the notice of termination is received by the other party.
8.7 Fiction of delivery. Refusal of the Party to whom the document is addressed to accept it, as well as unsuccessful delivery of the notice or withdrawal from the Contract to the address of the Party specified in the Contract header or notified to the other Party in the manner specified in these GTC, or failure to collect the parcel at the post office within the stipulated collection periods, shall be deemed to be an effective delivery of the notice or withdrawal from the Contract. Delivery of an e-mail message shall also be deemed to have occurred upon receipt of a confirmation of display on the other Party’s computer („Return Receipt – Displayed“) or upon expiry of a period of 7 days from the date of receipt of the confirmation of delivery of the message to the other Party’s e-mail inbox („Return receipt-delivered“). In case of doubt about delivery by e-mail, the proper delivery shall be deemed to be sent to the last known e-mail address of the Party, as specified in the Contract (Order) or in the identification data of the administration interface of the Service.
Art. IX
Price for the Service and payment terms
9.1 The prices for the Service provided are charged to the User according to the sent email about the price of the Service, which is an integral part of the Contract. The Provider may decide, on the basis of pre-determined and published conditions, to provide part or all of the Services for a certain period of time at a reduced price to a particular User who meets these conditions.
9.2 The Provider is entitled to change the amount of the Price and the rules of its formation. The Provider is obliged to notify the User of any increase in the Price in writing, by e-mail or by publishing it on the Provider’s website.
9.3 The billing period is a calendar month, unless otherwise agreed or specified in the Price List. The Provider shall be entitled to grant the User a discount on the monthly price if the User pays the price for several billing periods in advance or for the whole calendar year.
9.4 The Provider is entitled to issue the User an invoice with the details of a tax document and with a breakdown of the individual acts charged in advance for the agreed billing period (one month, one year).
9.5 The invoice is due 14 calendar days from the date of its delivery to the User, unless otherwise agreed by the parties.
9.6 The Subscriber shall pay all payments for the Service by wire transfer to the Provider’s account by the due date specified on the invoice, unless otherwise expressly agreed by the Parties. The invoice shall be deemed to be paid on the date the payment is credited to the Provider’s account, otherwise the User shall be in default.
9.7 The Provider shall be entitled to charge the User contractual interest for late payment of payments for the Service in the amount of 0.1% of the price of the Service for each day of delay.
Art. X
Exercise of the right of liability for defects in the Service – Complaint
10.1 The procedure for making a claim for Services provided by the Provider is regulated in the Provider’s Complaints Procedure. The Complaints Procedure is published on the Provider’s website.
10.2 Assistance and support provided by the Provider to the User on the basis of the User’s request for assistance by phone call, chat or other online means does not constitute a complaint.
Art. XI
Liability of the Parties,
Choice of law, dispute resolution
11.1 All rights and obligations of the Parties under the Contract shall be governed by the laws of the Slovak Republic regardless of the legal nature of the Parties and their domicile.
11.2 Legal relations (rights and obligations) between the Provider and the User, who is an entrepreneur and acts within the scope of his/her commercial or other business activity, which are not regulated in these GTC, shall be governed by the provisions of the relevant legislation, in particular the provisions of Act No. 513/1991 Coll., the Commercial Code, as amended, and Act No. 22/2004 Coll., the Commercial Code, as amended. on electronic commerce, as amended (hereinafter referred to as the „Electronic Commerce Act“).
11.3 The Parties agree that in the event of any dispute arising out of any legal relationship arising out of the Contract concluded between them and legal relationships arising out of and related thereto, each Party shall be entitled to pursue its claims in the general court of the Provider in accordance with the relevant provisions of Act No. 99/1963 Coll., the Code of Civil Procedure, as amended. Act No. 513/1991 Coll., Commercial Code, as amended.
11.4 The subject of the Provider’s Services is not the control of the content of the User’s web pages. The Provider shall not be liable for the content of web pages made available and published on the basis of the provision of the Provider’s Services by the User pursuant to these GTC. The User is not responsible for the actions of the Provider.
11.5 The Provider shall not be liable for damages or lost profits resulting from the interruption of the provision of the Services under the Contract, the Order or the GTC to the User or third parties.
Art. XII
Common and final provisions
12.1 Communication between the Parties shall be primarily in electronic form (orders, change requests, confirmation of payment, activation information, sending of invoices, etc.) in writing at the Provider’s address, by e-mail, or in person at the Provider’s registered office.
12.2 Notices concerning the facts on the basis of which either Party will assert any legal claims must be made in the manner provided for in these GTC and demonstrably communicated or delivered to the other Party in writing. Ordinary informative notices may also be communicated to a Party orally or by telephone. The configuration interface is always accessible via the Provider’s designated website.
12.3 The Provider shall not be liable for any interruptions in the provision of the Service or other risks resulting from incorrect or outdated data (e.g. inability to deliver an advance invoice to an incorrectly set up contact email address or a non-existent email address). The contact email address must be functional and regularly checked by the User.
12.4 The rights and obligations of the User and the Provider are governed by the Contract (Order), these GTC and the Price List.
12.5 The Contract shall enter into force and effect on the date of its signing by both Parties, unless otherwise specified in the Contract. The Order shall enter into force and effect upon acceptance by the Provider.
12.6 Severability. The invalidity of any provision of the Contract or the GTC shall not affect the validity of any other provision of the Contract or the GTC if such provision is severable. The Parties agree to replace the invalid provision, if necessary, without undue delay with a provision that most closely approximates the purpose and content of the invalid provision.
12.7 Completeness of Contract. The Contract constitutes the entire agreement between the parties with respect to the subject matter of the Contract and supersedes all prior agreements, promises, communications, representations or warranties, written or oral, relating to the same Service, unless otherwise agreed to in writing by the parties.
12.8 Relationship between the Contract and the GTC. In the event that the contractual arrangements between the parties set out in the Contract (Order) are in conflict with the provisions of the GTC, the provisions of the GTC shall prevail over the provisions of the Contract. Insofar as the User and the Provider conclude a written Contract, their rights and obligations shall be governed by the provisions of these GTC only to the extent not otherwise provided for in the Contract.
12.9 The Contract and these GTC are drawn up and concluded in the Slovak language. If they are also signed in a foreign language, the Slovak version shall prevail.
12.10. A natural person who concludes the Contract on behalf of a legal person as the User shall be personally liable for all legal consequences and damage caused, unless he/she was authorized to act on behalf of the User – a legal person or unless the Commercial Code in force in the Slovak Republic stipulates otherwise.
These terms and conditions come into force on 1.10.2024