Terms & Conditions

General Terms and Conditions Regulating the Relationships Between Interested Parties and the Network of the Converting Team Affiliate System


General Terms and Conditions for Advertisers

Introduction

These General Terms and Conditions (hereinafter the “GTC”) are issued by cmp, Id. No. 051 54 928, with its registered office at Donská 1554/12, Prague 10, 101 00, Czech Republic, registered in the Commercial Register kept by Municipal Court in Prague, Section C, File 259018 (hereinafter the “Converting Team”) for its business partners entering into a contractual relationship with Converting Team as entrepreneurs (hereinafter the “Advertisers”, individually as the “Advertiser”).

The Advertiser hereby declares that it has duly read these GTC.

Unless these GTC state otherwise, by sending of filled and signed insertion order (“hereinafter the “Insertion Order”) by the Advertiser to the Converting Team, the Advertiser sends the Converting Team an offer to conclude the co-operation agreement, terms and conditions of which are included in the Insertion Order and these GTC (hereinafter the “Co-operation Agreement”). The Advertiser hereby declares, that the data filled in the Insertion Order are of true and actual nature.

The Co-operation Agreement shall be concluded by an acceptance of filled Insertion Order by the Converting Team. The Insertion Order shall be deemed accepted by a delivery of signed copy of the Insertion Order by the representative of Converting Team to the Advertiser. The Insertion Order shall be signed and delivered via HelloSign or other electronic e-signature platform chosen by the Converting Team, unless parties agree otherwise. The Advertiser hereby acknowledges, that the Converting Team shall be entitled, in any case, not to accept the Insertion Order, irrespective of whether or not the registration or any other communication between the Converting Team and the Advertiser has already been made. Co-operation Agreement shall be constituted only of the accepted Insertion Order by the Converting Team and these GTC – any other amendments, terms and conditions or other modifications, made by the Advertiser and not accepted (by explicit declaration) by Converting Team, shall not apply.

Subject-matter of the Co-operation Agreement

The business co-operation between the Converting Team and the Advertiser upon the Co-operation Agreement consists of an obligation of Converting Team to enable a marketing product created by the Advertiser/for the Advertiser and provided to the Converting Team network to be promoted online via the Converting Team network, as described below (hereinafter the “Offer”), by means specified under these GTC and of Advertiser’s obligation to pay the Converting Team the price for its services specified in these GTC (hereinafter the “Fee”) pursuant to Art. 6 of these GTC and provide Converting Team with all co-operation as needed to comply with the Co-operation Agreement and other obligations of Converting Team.

Converting Team operates a software solution (network), that shall enable the Advertiser to submit the Offer to the network, where the Offer can be accepted by respective partners of the Converting Team registered in the network, in order to these partners ensure respective online promotion of the Offer (partners registered into the network hereinafter as the “Partners”). The parties agree and the Advertiser accepts that the Converting Team itself shall not promote the Offer itself, therefore the Converting Team shall not act as a propagator of the advertisement, nor as an advertiser and may be considered an advertisement processor only in case it process the respective advertisement. The Converting Team’s scope of activity upon this Co-operation Agreement consists only of facilitation of the Offer’s promotion via Partners and ensuring an arrangement of the communication between the Advertiser and the Partner(s).

The Advertiser hereby acknowledges, that the Advertiser is deemed a person ordering the advertisement (an advertiser), and that Partners promoting the Offer may be (as the specific case may be) deemed propagators of the advertisement.

Protection of Information

The Advertiser shall not make any information obtained from the Converting Team (including any information obtained from the Partner) within the co-operation accessible to a third party if the nature of such information indicates that it has the nature of business or trade secrets or know-how, and/or that it has certain value for the Converting Team or the Partner, or if, in view of its nature, disclosure of such information to third parties could impair rights and/or justified interests of the Converting Team or the Partner. In case of doubts whether certain information shall be deemed confidential, such information shall be deemed confidential, unless the Converting Team states otherwise. To avoid any doubt, it shall hold that confidential information does not include information that is publicly known or otherwise available to the public.

The Advertiser agrees to comply with its obligation set out in Art. 3.1 GTC even after termination of the Co-operation Agreement for a period of such information keeps its confidential nature, or at least for ten (10) years as of the termination of this Co-operation Agreement (whichever happens first).

Advertiser’s Obligations

All Advertiser’s representations addressed to the Converting Team within the duration of the Co-operation Agreement shall be performed truthfully and the Advertiser shall act honestly and in compliance with good morals and the Advertiser shall ensure that such representations remain truthful during the whole co-operation with the Converting Team.

Within the duration of the Co-operation Agreement, the Advertiser agrees to comply with applicable valid and effective legal regulations under all circumstances and represents that it enjoys full legal capacity. Where necessary for the activities of the Advertiser, the latter also represents that it holds the necessary licenses, permits or other authorisations following from valid and effective legal regulations.

The Advertiser is obliged to:

ensure that the whole content of the Offer, as well as the Offer itself, does not contain any elements that may be contrary to valid and effective laws, good morals, these GTC, the Insertion Order and other instructions of the Converting Team, by which the Advertiser is bound by, including but not limited to any elements that infringe third-party trademarks, registered designs, patents or copyright or otherwise infringes third-party rights.

ensure that any content visible or otherwise available on portals, websites or in other electronic environment owned or operated by/for the Advertiser, that is used in the co-operation pursuant to the Co-operation Agreement (hereinafter the “Web Content”), does not contain any elements that may be contrary to valid and effective laws, good morals, these GTC, the Insertion Order and other instructions of the Converting Team, by which the Advertiser shall be bound, including but not limited to not containing any elements that infringe third-party trademarks, registered designs, patents or copyright or otherwise infringe third-party rights;

use the personal data and contact details of the persons addressed in accordance with the valid and effective legal regulations, where use them within the duration of the Co-operation Agreement;

ensure the technical functionality of all materials or products in its possession that are used in the co-operation, as the availability of all such materials and products shall be no less than 99 %;

ensure that any payments made within co-operation with the Converting Team are of legitimate source, owned by the Advertiser and arising from its legitimate business activities.

withhold from use of unfair and blacklisted commercial practices.

As the Converting Team insists on fair and transparent advertising, not contradicting the law, good manners and ethical rules, to be performed via network of Converting Team, the Converting Team hereby generally informs the Advertiser on prohibited types of advertisements pursuant to the Directive 2005/29/EC of the European Parliament and of the Council of 11th May 2005, concerning unfair business-to-consumer commercial practices in the internal market (“Directive”). This information is explicitly contained in an annex 1 to these GTC. The Advertiser hereby declares that he/she/it duly read the annex 1 to these GTC and shall be obliged to keep that. The Advertiser shall be obliged to always keep law, good manners and ethical rules set forth by the Converting Team (particularly in his/her/its instructions regarding the advertisement, its content etc.).

The Advertiser hereby acknowledges and undertakes to ensure (particularly in his/her/its instructions regarding the advertisement, its content etc.) that the advertisement is not particularly:

deceptive (particularly in case it does not identify itself as an advertisement and it is hard to find out that it is truly an advertisement).In case the advertisement may be in any way deemed “hidden”, such advertisement must contain following: “This is an advertisement”, plus equal sentence in a language of a state, on whose customers the advertisement aims. Such bilingual sentence must be placed on a visible place at the website and must be made of at least font 12.

misleading (particularly in case any statement is false or misleading and it may evoke false ideas/opinions on the product, its content etc.). More information to be contained in the annex 1 to these GTC.

aggressive (particularly in case the customers are being manipulated so they buy offered products or services without proper judgement). More information to be contained in the annex 1 to these GTC.

advertising products infringing rights of third persons (intellectual property rights, rights on protection of a personality etc.).

The Advertiser also acknowledges that the Directive does not contain all provisions related to regulation on advertising, as for example:

provisions of the Directive were implemented into national legal orders of the member states of European Union, as the Directive contains only general basic standard on advertising (i.e. there are stricter rules on advertising across member states of European union). Therefore, the Advertiser shall be obliged to ensure that the advertisement on the product will always be in accordance with law of state, to whose customers the advertisement aims (particularly Advertiser’s instructions regarding particular advertisement etc.).

there are special European legal acts (particularly related to special types of products, as particularly mentioned in par. 4.7 of these GTC). Some of them are named in the annex II to the Directive. For example: the Directive 97/7/EC on the protection of consumers in respect of distance contracts, the Directive 2001/83/EC on the Community code relating to medicinal products for human use, the Directive 2000/31/EC on certain legal aspects of information society services, in particular electronic commerce, in the Internal Market etc.

The Advertiser hereby acknowledges and undertakes to keep (particularly regarding Advertiser’s instructions regarding particular advertisement, its content etc.), that advertising on some types of products has stricter rules than general ones. Such products are particularly medicine, food and dietary supplements, alcoholic beverages, tobacco products, guns and ammunition, medical interventions, financial services, trade with real estates or gambling.

The Converting Team shall be entitled to ask the Advertiser to provide, on Advertiser’s costs, a basic research on legal order in respective state, where the advertisement shall aim. In case the Advertiser refuses to provide such research, the Converting Team shall be entitled to suspend the provision of the services upon this Co-operation Agreement with an immediate effect.

In order to prevent breaching provisions of the law, good manners and/or ethical rules, the Converting Team may prepare list(s) consisting information, including assessment of the regulation on advertising. The Converting Team shall be entitled to send these list(s), including Converting Team’s instructions reflecting those, to the Advertiser and the Advertiser shall be obliged to keep them (for example, in case of a change of regulation, such instruction may demand from the Advertiser to change his/her/its instructions regarding the advertisement, its content etc).

The Converting Team may investigate any delivered complaint to the Converting Team or suspend any advertising reported by a third party, if the complaint does not appear to be unjustified. To avoid any doubts, the Advertiser shall not be entitled for any compensation in case of such suspension of the advertising. Without prejudice to other obligations of the Advertiser set forth in these GTC, the Advertiser shall provide the Converting Team with all necessary co- operation in order to investigate any delivered complaint and/or to ensure that any advertising is compliant with applicable laws, good manners and ethical rules.

The Advertiser hereby acknowledges that the Converting Team shall be entitled to provide inspections of the advertisements of the Advertiser to prevent breaching provisions of the law, good manners and/or ethical rules by the Advertiser. The Advertiser shall be obliged to provide the Converting Team with all co-operation requested.

Promotion

The Partners involved in the Converting Team’s network perform promotion by marketing or other similar activities promotion services, particularly by means of:

sending out e-mails and/or other communications to third parties by the Partners;

placing a banner linked to a chosen Web Content by the Partners;

putting references linked to a chosen Web Content by the Partners; or

in some other similar manner performed by the Partners that can be used to provide the promotion, that shall be compliant with the interests of the Advertiser

(hereinafter together as the “Promotion”).

Fee

The Advertiser shall pay a fee to the Converting Team for provision of its services upon the Co-operation Agreement (hereinafter the “Fee”). Payment conditions, including the amount of the Fee shall be determined in the Insertion Order, unless the parties agree otherwise. The Advertiser hereby acknowledges, that a total amount of the Fee depends on the agreed payment conditions in the Insertion Order. The Advertiser hereby acknowledges, that the Converting Team shall distribute a respective part of the Fee to the Partners, therefore the Advertiser shall not be obliged to pay any fee to the Partners.

If the contracting parties enter into a further arrangement providing for calculation of the amount of the Fee, its due date and other aspects regarding payment for the services of the Converting Team, the contracting parties agree that this potential further arrangement shall prevail over the wording of these GTC.

The parties may agree that the Advertiser will provide the Fee to the Converting Team in a form of a prepayment for the given calendar month or other period agreed by the parties in which the co-operation is to take place. In that case, the Advertiser agrees to notify the Converting Team of any modifications regarding the prepayment no later than by the first day of the week following the week in which the co-operation took place.

Unless agreed otherwise in the Insertion Order, the Fee shall be paid weekly. In case the Fee is provided in a form of prepayment, the Converting Team will provide the Advertiser with weekly calculation of actual amount of the Fee for the previous week. Should the prepayment not cover the actual Fee as calculated according to previous sentence, the parties agree to negotiate in good faith increasing of prepayment. If the parties do not agree on raise of prepayment, the Advertiser will pay the Converting Team the actual Fee not covered by the prepayment subject to terms and conditions hereof as if no prepayment was agreed for this amount.

In case the Co-operation Agreement is terminated in accordance hereof and the Advertiser provided the Converting Team with prepayment, which has not been used up, the Converting Team will return the remaining amount of prepayment to the Advertiser within ten (10) days as of the termination hereof, unless the outstanding amount is negligible and would most probably not even cover the payment transfer costs (in such case, this amount shall be considered as a part of Fee for the last payable period). For the avoidance of doubt, the parties acknowledge that the Promotion and corresponding services hereunder may generate conversions for the Advertiser also after the termination of the Co-operation Agreement. The ConvetingTeam.com shall be entitled to receive the Fee for such late conversions, therefore any such late conversions shall be taken into account when calculating the Fee and the amount of prepayment to be returned to the Advertiser.

The Fee shall be paid in each case on the basis of an invoice issued by the Converting Team. The Converting Team is entitled to issue the respective invoice not sooner than the first day of the period, for which the invoice is to be paid. The Advertiser agrees to pay the Fee to the Converting Team no later than by the 3rd calendar day after the date of delivery of the invoice to the Advertiser, unless the contracting parties agree otherwise in the Insertion Order. The Fee shall be paid by wire transfer or through payment service provider, unless agreed otherwise in the Insertion Order.

The Advertiser agrees to inform the Converting Team about any objections concerning the amount of the Fee no later than within two (2) business days after receiving the invoice from the Converting Team. If the Advertiser does not inform the Converting Team about any objections within the deadline under this Article, it shall hold that it agrees with the Fee invoiced by the Converting Team.

The Converting Team shall provide the Advertiser with its bank account details necessary to perform the wire transfer (domestic or international) or shall notify the Advertiser of its preferred payment service provider pursuant to Art. 6.5 of these GTC (hereinafter the “Converting Team’s Account”).

All bank and non-bank fees incurred in connection with the payment of the Fee shall be paid in a "OUR" mode, where the fees incurred in connection with the payment of the Fee shall be borne by the Advertiser. The Converting Team shall not be held liable for any bank or non-bank fees incurred in connection with the payment of the Fee on the part of the Advertiser, the latter’s bank or payment service provider, or any other entity involved in the payment of the commission (Fee – trans.) within the meaning of this article.

Unless the contracting parties agree otherwise the Fee shall always be paid in USD or EUR currency, where EUR shall be considered the main currency.

The Advertiser shall pay the Fee in each case in the specified currency (within the meaning of Art. 6.10 of these GTC) into the Converting Team’s account specified in the invoice. In case of any mistake or other error made in connection with the payment of the Fee (e.g. the Advertiser incorrectly entered the Converting Team’s account; payment in different currency), the Converting Team shall not be held liable for any additional costs incurred as a result of the above (e.g. compensation for exchange rates of different currencies etc.). The Advertiser agrees to bear such additional costs in full amount. In case the additional costs hereunder cause any decrease of the Fee, the Converting Team shall be entitled to compensate the difference against the following payments of the Advertiser hereunder. In case of currency conversion, the valid exchange rate of the bank of addressee applied during the transfer shall apply as the decisive rate.

Miscellaneous

The Converting Team and the Partner shall bear no responsibility for activities or any other conduct of the Advertiser regarding the co-operation, and the Advertiser agrees with this.

The Converting Team and the Partner shall bear no liability for any event where the relevant performance cannot be provided under the terms of the co-operation due to technical or other reasons caused by force majeure or some other cause independent of the Converting Team’s or the Partner’s will (e.g. failure to complete a task due to non-functional hyperlink, server downtime etc.) and the Advertiser agrees with this.

Communication

Unless specifically stated otherwise in the Co-operation Agreement, the contracting parties agree, that the mutual communication shall take place primarily by electronic means (e.g. by e-mail, messenger applications, etc.). The written form of any juridical act is fulfilled, if made in compliance with provisions of the Co-operation Agreement (i.e. especially if signed via HelloSign or other chosen system).

The contracting parties agree to communicate with each other, provide each other with all the information necessary for proper performance of their obligations hereunder, and notify each other of any change in their identification details. The Advertiser shall inform the Converting Team of all the decisive facts that are (or might be) fundamental for the Converting Team or the Partner in order to assess the suitability of continued co-operation (e.g. imminent insolvency of the Advertiser, inability to pay debts, withdrawal of a licence etc.).

Term

The Parties enter into mutual co-operation for an indefinite term. The co-operation might be terminated on the basis of agreement of the Parties as of the date agreed by the Parties.

The Advertiser shall be entitled to terminate the Co-operation Agreement without stating a reason, upon a notice of termination with a notice period of five (5) business days as of the delivery of the notice of termination to the other party.

The Converting Team shall be entitled to terminate the Co-operation Agreement without stating a reason as of a date specified by the Converting Team in the termination notice, i.e. even with an immediate effect. Should the Converting Team suspect co-operation may infringe third-party rights, applicable law, good manners or even ethical rules set forth by Converting Team, it is entitled to suspend provision of its services immediately and inform of such situation the Advertiser without undue delay; Converting Team’s right to terminate (the Co-operation Agreement even with an immediate effect) shall not be affected.

In the event of termination of the co-operation on any grounds, the Advertiser agrees to provide for financial settlement with the Converting Team within ten (10) business days from the date of termination of the Co-operation Agreement (e.g. payment of the Fee, additional costs etc.).

Final Provisions

The rights and obligations of the parties pursuant to the Co-operation Agreement shall be governed by the laws of the Czech Republic without its rules of conflict of laws.

The contracting parties shall resolve any and all disputes arising out of the Co-operation Agreement primarily through amicable settlement.

If not resolved amicably, any and all disputes arising out of the co-operation shall finally settled by the ordinary courts of the Czech Republic, unless a choice of a local jurisdiction is excluded by special provision of the Czech laws, whereas the common court of Converting Team shall be decisive for local jurisdiction specification.

If any provision of these GTC proves to be or becomes invalid or unenforceable, such circumstance shall have no effect on the other provisions hereof, unless implied otherwise by the mandatory provisions of law.

Each party undertakes within undue delay, but no later than within two (2) days from the change of its contact details (particularly an address or an e-mail address), to inform the other party of such change in writing or via e-mail. In case any of the parties breaches this obligation, any notification delivered to the lastly confirmed address shall be deemed as delivered by third (3.) day from its placement with the post office (written notification) or by third (3.) day from its dispatch (e-mail notification).

The Advertiser shall not be entitled to assign any receivables from the Converting Team to third parties.

The Converting Team may change or amend these GTC at any time; the new version of these GTC shall become effective as of the date set out by the Converting Team, however on the delivery of the new version of the GTC at the earliest. The ConvertingTam.com will inform the Advertiser of such change no later than ten (10) working days before it becomes effective. Should the Advertiser not agree with the change, he is entitled to terminate the Co-operation Agreement in accordance with Clause 9.2 hereof.

In case of any discrepancies between these GTC and the Insertion Order, the provisions of the Insertion Order shall prevail.

By the virtue of conclusion of the Co-operation Agreement hereunder, the Advertiser acknowledges a privacy policy regarding a protection of personal data here.

”Annex 1: Selected information on prohibited types of advertisements” represents an integral part of these GTC.

These GTC are valid and effective as of 1st June 2021.


Annex no. 1 – Selected information on prohibited types of advertisements

Any unfair commercial practises shall be strictly prohibited – general framework to be provided by the Directive 2005/29/EC of the European Parliament and o the Council of 11th May 2005, concerning unfair business-to-consumer commercial practices in the internal market (“Directive”). A commercial practice shall be unfair if (i) it is contrary to the requirements of professional diligence and (ii) it materially distorts or is likely to materially distort the economic behaviour with regard to the product of the average consumer whom it reaches or to whom it is addressed, or of the average member of the group when a commercial practice is directed to a particular group of consumers.

Commercial practises shall be unfair particularly if they are misleading (misleading actions or omissions) or aggressive.

Misleading commercial practices:

A commercial practice shall be regarded as misleading if it contains false information and is therefore untruthful or in any way, including overall presentation, deceives or is likely to deceive the average consumer, even if the information is factually correct, in relation to one or more of the following elements, and in either case causes or is likely to cause him to take a transactional decision that he would not have taken otherwise:

  • the existence or nature of the product;
  • the main characteristics of the product, such as its availability, benefits, risks, execution, composition, accessories, after-sale customer assistance and complaint handling, method and date of manufacture or provision, delivery, fitness for purpose, usage, quantity, specification, geographical or commercial origin or the results to be expected from its use, or the results and material features of tests or checks carried out on the product;
  • the extent of the trader's commitments, the motives for the commercial practice and the nature of the sales process, any statement or symbol in relation to direct or indirect sponsorship or approval of the trader or the product;
  • the price or the manner in which the price is calculated, or the existence of a specific price advantage;
  • the need for a service, part, replacement or repair;
  • the nature, attributes and rights of the trader or his agent, such as his identity and assets, his qualifications, status, approval, affiliation or connection and ownership of industrial, commercial or intellectual property rights or his awards and distinctions;
  • the consumer's rights, including the right to replacement or reimbursement under Directive 1999/44/EC of the European Parliament and of the Council of 25 May 1999 on certain aspects of the sale of consumer goods and associated guarantees, or the risks he may face.
  • Directive (EU) 2019/2161 amending Directive 93/13/EEC and Directives 98/6/EC, 2005/29/EC and 2011/83/EU as regards the better enforcement and modernisation of EU consumer protection rules.

A commercial practice shall also be regarded as misleading if, in its factual context, taking account of all its features and circumstances, it causes or is likely to cause the average consumer to take a transactional decision that he would not have taken otherwise, and it involves

  • any marketing of a product, including comparative advertising, which creates confusion with any products, trade marks, trade names or other distinguishing marks of a competitor;
  • non-compliance by the trader with commitments contained in codes of conduct (as described below) by which the trader has undertaken to be bound, where
    • the commitment is not aspirational but is firm and is capable of being verified, and
    • the trader indicates in a commercial practice that he is bound by the code (as described below).

A commercial practice shall be regarded as misleading if, in its factual context, taking account of all its features and circumstances and the limitations of the communication medium, it omits material information that the average consumer needs, according to the context, to take an informed transactional decision and thereby causes or is likely to cause the average consumer to take a transactional decision that he would not have taken otherwise:

It shall also be regarded as a misleading omission when, taking account of the matters described in previous paragraph, a trader hides or provides in an unclear, unintelligible, ambiguous or untimely manner such material information as referred to in previous paragraph or fails to identify the commercial intent of the commercial practice if not already apparent from the context, and where, in either case, this causes or is likely to cause the average consumer to take a transactional decision that he would not have taken otherwise.

Where the medium used to communicate the commercial practice imposes limitations of space or time, these limitations and any measures taken by the trader to make the information available to consumers by other means shall be taken into account in deciding whether information has been omitted.

In the case of an invitation to purchase, the following information shall be regarded as material, if not already apparent from the context:

  • the main characteristics of the product, to an extent appropriate to the medium and the product;
  • the geographical address and the identity of the trader, such as his trading name and, where applicable, the geographical address and the identity of the trader on whose behalf he is acting;
  • the price inclusive of taxes, or where the nature of the product means that the price cannot reasonably be calculated in advance, the manner in which the price is calculated, as well as, where appropriate, all additional freight, delivery or postal charges or, where these charges cannot reasonably be calculated in advance, the fact that such additional charges may be payable;
  • the arrangements for payment, delivery, performance and the complaint handling policy, if they depart from the requirements of professional diligence;
  • for products and transactions involving a right of withdrawal or cancellation, the existence of such a right.

Information requirements established by law of European Union in relation to commercial communication including advertising or marketing, a non-exhaustive list of which is contained in Annex II to the Directive, shall be regarded as material.

These misleading commercial practises are under all circumstances regarded as unfair:

  • Claiming to be a signatory to a code of conduct pursuant to art. 10 of the Directive (rules not imposed by law, which define the behaviour of traders who undertake to be bound by the code in relation to one or more particular commercial practices or business sectors), when the trader is not.
  • Displaying a trust mark, quality mark or equivalent without having obtained the necessary authorization.
  • Claiming that a code of conduct has an endorsement from a public or other body which it does not have.
  • Claiming that a trader (including his commercial practices) or a product has been approved, endorsed or authorised by a public or private body when he/it has not or making such a claim without complying with the terms of the approval, endorsement or authorisation.
  • Making an invitation to purchase products at a specified price without disclosing the existence of any reasonable grounds the trader may have for believing that he will not be able to offer for supply or to procure another trader to supply, those products or equivalent products at that price for a period that is, and in quantities that are, reasonable having regard to the product, the scale of advertising of the product and the price offered (bait advertising).
  • Making an invitation to purchase products at a specified price, with the intention of promoting a different product (bait and switch), and then
    • refusing to show the advertised item to consumers, or
    • refusing to take orders for it or deliver it within a reasonable time, or
    • demonstrating a defective sample of it
  • Falsely stating that a product will only be available for a very limited time, or that it will only be available on particular terms for a very limited time, in order to elicit an immediate decision and deprive consumers of sufficient opportunity or time to make an informed choice.
  • Undertaking to provide after-sales service to consumers with whom the trader has communicated prior to a transaction in a language which is not an official language of the Member State where the trader is located and then making such service available only in another language without clearly disclosing this to the consumer before the consumer is committed to the transaction.
  • Stating or otherwise creating the impression that a product can legally be sold when it cannot.
  • Presenting rights given to consumers in law as a distinctive feature of the trader's offer.
  • Using editorial content in the media to promote a product where a trader has paid for the promotion without making that clear in the content or by images or sounds clearly identifiable by the consumer (advertorial).
  • Making a materially inaccurate claim concerning the nature and extent of the risk to the personal security of the consumer or his family if the consumer does not purchase the product.
  • Promoting a product similar to a product made by a particular manufacturer in such a manner as deliberately to mislead the consumer into believing that the product is made by that same manufacturer when it is not.
  • Establishing, operating or promoting a pyramid promotional scheme where a consumer gives consideration for the opportunity to receive compensation that is derived primarily from the introduction of other consumers into the scheme rather than from the sale or consumption of products.
  • Claiming that the trader is about to cease trading or move premises when he is not.
  • Claiming that products are able to facilitate winning in games of chance.
  • Falsely claiming that a product is able to cure illnesses, dysfunction or malformations.
  • Passing on materially inaccurate information on market conditions or on the possibility of finding the product with the intention of inducing the consumer to acquire the product at conditions less favourable than normal market conditions.
  • Claiming in a commercial practice to offer a competition or prize promotion without awarding the prizes described or a reasonable equivalent.
  • Describing a product as ‘gratis’, ‘free’, ‘without charge’ or similar if the consumer has to pay anything other than the unavoidable cost of responding to the commercial practice and collecting or paying for delivery of the item.
  • Including in marketing material an invoice or similar document seeking payment which gives the consumer the impression that he has already ordered the marketed product when he has not.
  • Falsely claiming or creating the impression that the trader is not acting for purposes relating to his trade, business, craft or profession, or falsely representing oneself as a consumer.
  • Creating the false impression that after-sales service in relation to a product is available in a Member State other than the one in which the product is sold

Aggressive commercial practises

A commercial practice shall be regarded as aggressive if, in its factual context, taking account of all its features and circumstances, by harassment, coercion, including the use of physical force, or undue influence, it significantly impairs or is likely to significantly impair the average consumer's freedom of choice or conduct with regard to the product and thereby causes him or is likely to cause him to take a transactional decision that he would not have taken otherwise.

In determining whether a commercial practice uses harassment, coercion, including the use of physical force, or undue influence, account shall be taken of:

  • its timing, location, nature or persistence;
  • the use of threatening or abusive language or behaviour;
  • the exploitation by the trader of any specific misfortune or circumstance of such gravity as to impair the consumer's judgement, of which the trader is aware, to influence the consumer's decision with regard to the product;
  • any onerous or disproportionate non-contractual barriers imposed by the trader where a consumer wishes to exercise rights under the contract, including rights to terminate a contract or to switch to another product or another trader;
  • any threat to take any action that cannot legally be taken.

These aggressive commercial practises are under all circumstances regarded as unfair:

  • Creating the impression that the consumer cannot leave the premises until a contract is formed.
  • Conducting personal visits to the consumer's home ignoring the consumer's request to leave or not to return except in circumstances and to the extent justified, under national law, to enforce a contractual obligation.
  • Making persistent and unwanted solicitations by telephone, fax, e-mail or other remote media except in circumstances and to the extent justified under national law to enforce a contractual obligation. This is without prejudice to Article 10 of Directive 97/7/EC and Directives 95/46/EC (2) and 2002/58/EC.
  • Requiring a consumer who wishes to claim on an insurance policy to produce documents which could not reasonably be considered relevant as to whether the claim was valid, or failing systematically to respond to pertinent correspondence, in order to dissuade a consumer from exercising his contractual rights.
  • Including in an advertisement a direct exhortation to children to buy advertised products or persuade their parents or other adults to buy advertised products for them. This provision is without prejudice to Article 16 of Directive 89/552/EEC on television Broadcasting.
  • Demanding immediate or deferred payment for or the return or safekeeping of products supplied by the trader, but not solicited by the consumer except where the product is a substitute supplied in conformity with Article 7(3) of Directive 97/7/EC (inertia selling).
  • Explicitly informing a consumer that if he does not buy the product or service, the trader's job or livelihood will be in jeopardy.
  • Creating the false impression that the consumer has already won, will win, or will on doing a particular act win, a prize or other equivalent benefit, when in fact either:
    • there is no prize or other equivalent benefit, or
    • taking any action in relation to claiming the prize or other equivalent benefit is subject to the consumer paying money or incurring a cost.

General Terms and Conditions Regulating the Relationships Between Partners and the Converting Team

Introduction

These General Terms and Condition (hereinafter the “GTC”) are issued by cmp, Id. No. 051 54 928, with its registered office at Donska 1554/12, Prague 101 00, Czech Republic, registered in the Commercial Register kept by Municipal Court in Prague, Section C, File 259018 (hereinafter “Converting Team”) for its business partners entering into a contractual relationship with Converting Team as entrepreneurs (hereinafter individually the “Partner”), who expressly agree to comply with these GTC.

The Partner hereby declares that it has become acquainted in detail with the GTC and that by registering itself at the Converting Team portal (hereinafter the “Registration”), it expressed its agreement with the GTC, agrees to comply with them in any event and is aware of the fact that, by virtue of the Registration and subject to the Converting Team’s acceptance, the Partner enters into a contractual relationship and concludes a co-operation agreement with the Converting Team (hereinafter the “Co-operation Agreement”).

Unless these GTC state otherwise, by sending off a duly filled registration form, the Partner sends the Converting Team an offer to conclude the Co-operation Agreement. The Partner shall be entitled to send the offer to conclude the Co-operation Agreement to the Converting Team by other means. The Partner hereby declares, that the data filled in the offer to conclude the Co-operation Agreement are of true and actual nature.

The Co-operation Agreement shall be concluded by an acceptance of Partner’s offer performed by the Converting Team. The offer shall be deemed accepted by a delivery of Converting Team’s acceptance to the registration e-mail address of the Partner or any other respective address of the Partner; to avoid any doubts, the Converting Team shall be entitled, in any case, not to accept Partner’s offer to conclude the Co-operation Agreement, irrespective of whether or not the Registration has already been made.

Subject-matter of the Co-operation Agreement

The business co-operation between the Converting Team and the Partner consists of an obligation of the Partner to promote online marketing products of the Converting Team’s clients (“hereinafter “Offer”) by means specified under these GTC and of an obligation of the Converting Team to pay the Partner a commission for its services pursuant to the terms and in the amount specified in Art. 5 of these GTC and any additional arrangements made between of the parties.

The Converting Team operates a software solution, that shall enable the Partner to select Offers submitted by the clients of the Converting Team to the network and then to promote selected Offer online. The Partner hereby acknowledges, that Converting Team does not perform any promotion of the Offer, as it just operates a software solution, that enables the Partner to submit for an online promotion of the Offer (Converting Team just facilitates a promotion of the Offer via the Partners and ensures an arrangement of the communication between Converting Team’s clients and the Partners).

The Converting Team and the Partner shall contact each other prior to the first performance provided hereunder (e.g. website traffic sending, contacting a third party, etc.).

Protection of Information

The Partner shall not make any information obtained from the Converting Team within the co-operation accessible to a third party if the nature of such information clearly indicates that it has the nature of business secrets or know-how, and/or that it has certain value for the Converting Team, or if, in view of its nature, disclosure of such information to third parties could impair justified interests of the Converting Team. To avoid any doubt, it shall hold that confidential information does not include information that is publicly known or otherwise available.

The Partner agrees to comply with its obligation set out in Art. 3.1 GTC even after termination of the Co-operation Agreement.

Obligations of the Partner

All Partner’s representations addressed to the Converting Team within the duration of the Co-operation Agreement shall be performed truthfully and the Partner shall act honestly and in compliance with good morals and the Partner shall ensure that such representations remain truthful during the whole co-operation with Converting Team.

Within the duration of the Co-operation Agreement, the Partner agrees to comply with valid and effective legal regulations under all circumstances and represents that it enjoys full legal capacity. Where necessary for the activities of the Partner, the latter also represents that it holds the necessary licenses, permits or other authorisations following from valid and effective legal regulations.

The Partner is strictly prohibited to:

abuse any third party copyright, trademarks or name

free-riding on the reputation of any third party

use incent traffic

use any persons, means, devices or arrangements to commit fraud, violate any applicable law, good manners and other instructions of Converting Team, by which the Partner is bound, interfere with other affiliates or falsify information in connection with referrals through the links or the generation of commissions

use automated means to increase the number of clicks through the links or completion of any required information, using spyware, using stealware, cookie-stuffing and other deceptive acts or click-fraud

dissemination of unsolicited bulk E-mail, Instant Messages, Chatroom, Newsgroup or any other forms of SPAM

use any means of misleading advertising, misleading labeling of any goods or Services presented by the Partner

use any other practices, which may be considered as a breach to the rights on consumers‘ protection

Misleading, cheating or attempting to mislead/cheat/defraud/ bring into disrepute Converting Team, its contractors or any third party in any way

Reputation damage

Providing incorrect or incomplete account information and hijacking traffic

Violating or infringing any rights of any person or entity, good manners, ethical rules and the other instructions of Converting Team, by which the Partner is bound including without limitation, any copyrights, trademark rights, patent rights, rights of publicity, privacy rights or any other intellectual, personal or property right violation or infringement

The Partner shall in any event refrain from:

generating and/or publishing self-created (fake) reviews or endorsements

generating and/or publishing reviews or endorsements from parties with whom Partner has a material connection

requesting persons or parties to provide a review or an endorsement in return for compensation or discount

removing negative reviews without giving notice of such removal

not identifying sponsored reviews as such

making any misrepresentations or publish misleading information

The Partner is obliged to:

ensure that any content visible or otherwise available on portals, websites or in other electronic environment owned or operated by the Partner that is used in the co-operation pursuant to the Co-operation Agreement (hereinafter the” Web Content”), shall not contain any elements that are not complaint with valid and effective legal regulations or good morals, these GTC and other instructions of the Converting Team, by which the Partner shall be bound, including but not limited not containing any elements that infringe on third-party trademarks, patents or copyright or otherwise infringes on third-party rights where the Web Content is used during the co-operation. Especially it shall:

use the personal data and contact details of the persons addressed in accordance with the valid and effective legal regulations and Converting Team internal guidelines, where the Partner shall use them within the duration of the Co-operation Agreement;

perform the Promotion to be compliant with the valid and effective legal regulations, good manners, ethical rules, these GTC and other instructions and internal guidelines of the Converting Team, by which the Partner shall be bound;

ensure that the Web Content declares that it is an advertisement,

inform Converting Team about any delivered complaint of the third person regarding possible breach of law on advertising or other breaches related to advertising, in case it is anyhow related to Converting Team or its clients, for which the Partner promotes the Offer, without undue delay as of the reception of such complaint and without undue delay provide Converting Team with such complaint; also, the Partner is obliged to duly deal with such complaint of the third person;

to ensure, that the Web Content contains easily visible and accessible Partner’s contact details/complaint form, to enable third persons to file their complaints.

provide Converting Team with all necessary co-operation;

inform Converting Team without undue delay in case the Partner finds out or acquires reasonable suspicion, that Partner’s activity related to this Co-operation Agreement may be classified as unlawful or may be a subject to investigation or dispute performed by any public authority,

to provide any partner-created content that can be considered as marketing promotion by common consumer to Converting Team and await their approval, or incorporate their comments before he uses such content for marketing purposes.

The Partner hereby undertakes and accepts to indemnify Converting Team from all and any damages, fines, or other costs, which may arise from its breach of legal regulations or these GTC.

As Converting Team insists on fair and transparent advertising, not contrary to law, good manners and ethical rules, to be performed via Converting Team network, Converting Team hereby generally informs the Partner on prohibited types of advertisements pursuant to the Directive 2005/29/EC of the European Parliament and of the Council of 11th May 2005, concerning unfair business-to-consumer commercial practices in the internal market (“Directive”). This information is explicitly contained in Annex 1 to these GTC. The Partner hereby declares that he/she/it duly read Annex 1 to these GTC and shall be obliged to keep that.

The Partner hereby acknowledges and undertakes to ensure, that the Web Content, as well as performed promotion, is not particularly:

deceptive (particularly in case it does not identify itself as an advertisement and it is hard to find out that it is truly an advertisement). In case the advertisement may be in any way deemed “hidden”, such advertisement must contain following: “This is an advertisement”, plus equal sentence in a language of a state, on whose customers the advertisement aims. Such bilingual sentence must be placed on a visible place at the website and must be made of at least font 12.

misleading (particularly in case any statement is false or misleading and it may evoke false ideas/opinions on the product, its content etc.). More information to be contained in the annex 1 to these GTC.

aggressive (particularly in case the customers are being manipulated so they buy offered products or services without proper judgement). More information to be contained in the annex 1 to these GTC.

advertising products infringing rights of third persons (intellectual property rights, rights on protection of a personality etc.).

The Partner also acknowledges that the Directive does not contain all provisions related to regulation on advertising, as for example:

provisions of the Directive were implemented into national legal orders of the member states of European Union, as the Directive contains only general basic standard on advertising (i.e. there are stricter rules on advertising across member states of European union). Therefore, the Partner shall be obliged to ensure that the Web Content and the promotion will always be in accordance with law of state, to whose customers the advertisement aims.

there are special European legal acts (particularly related to special types of products, as particularly mentioned in the next paragraph of these GTC). Some of them are named in the annex II to the Directive. For example: the Directive 97/7/EC on the protection of consumers in respect of distance contracts, the Directive 2001/83/EC on the Community code relating to medicinal products for human use, the Directive 2000/31/EC on certain legal aspects of information society services, in particular electronic commerce, in the Internal Market etc.

The Partner hereby acknowledges and undertakes to respect, that advertising on some types of products has stricter rules that general ones. Such products are particularly medicine, food and dietary supplements, alcoholic beverages, tobacco products, guns and ammunition, medical interventions, financial services, trade with real estates or gambling.

In order to help the Partner prevent breaching provisions of the law, good manners and/or ethical rules, Converting Team may prepare list(s) consisting information (guidelines etc.), including assessment of the regulation on advertising. Converting Team shall be entitled to send such list(s) to the Partner and the Partner shall be obliged to keep them. The role of such list(s) is only for assistance purposes. The Partner still keeps sole responsibility to act in compliance with law, good manners and/or ethical rules.

The Partner agrees that if the Partner breaches any of its obligations under this article „Obligations of the Partner“ Converting Team is entitled to terminate all of Partner´s accounts, and Converting Team terminate any cooperation with Partner.

Promotion

The Partner shall perform marketing or similar activities in accordance with the Co-operation agreement and the Converting Team’s instructions, promoting Offers, as defined above, theirs promotion the Partner submitted to (hereinafter the “Promotion”), particularly by means of:

sending out e-mails or other communications to third parties whose consent the Partner has obtained;

placing a banner on Partner’s Web Content;

putting references on Partner’s Web Content or;

other similar manner of performing Promotion in accordance with the Converting Team justified interests and in compliance with valid and effective legal regulations, these GTC, and Converting Team internal guidelines and other arrangements between the contracting parties.

Commission

The Converting Team shall pay a commission to the Partner for provision of its services upon the Co-operation Agreement (hereinafter the “Commission”) in amount pursuant to this article.

The Commission shall be payable based on the Insertion Order (hereinafter the “IO”) in which Converting Team and Partner agrees on terms of pay-outs and Commission. If there is no IO between both parties, the Commission shall be payable twice a month, specifically 1st payment for period starting 1st day and ending 15th day in the month and 2nd payment for period starting 16th day and ending last day in the month. The pay-out of the Commission shall be processed by Converting Team 1st working day after the end of every period.

The Commission shall be paid in each case based on an "Invoice credit note" generated in the ConvertingTeam platform by the Converting Team. This "Invoice credit note" shall be available for download in Partner's interface of the platform and shall be the main document, based on which the Partner shall issue an invoice in its books.

The Commission shall be paid either by wire transfer or through one of the following payment service providers: PayPal or Skrill.

The Partner shall enter its bank (optionally PayPal or Skrill) account details necessary to perform the wire transfer (domestic or international) and, furthermore the invoicing details no later than on the date of commencement of the co-operation.

The invoicing details shall include: indication whether a natural or legal person is involved and, furthermore: company name/name and surname, registered office/address of residence (street, city/town, country), indication whether the Partner is a registered VAT payer and, if so, its assigned VAT number.

Should the invoicing detail not be entered correctly or with all the requested details, the pay-out cannot be processed.

If the amount of monthly commission exceeds USD 100 or its equivalent the Partner shall be entitled to pay-out of its Commission in defined terms. Should the amount of monthly Commission not exceed USD 100 or its equivalent, the right for pay-out of the Partner's Commission is postponed to the month in which total of un-paid Partner's Commission exceeds 100 USD.

Should the amount of the right for the pay-out be in the range 100 - 500 USD or its equivalent, the Commission shall be paid through PayPal or Skrill account. Should the amount of the right for the pay-out be above 500 USD or its equivalent, the Commission shall be paid by wire transfer.

All bank and non-bank fees incurred in connection with the payment of the Commission shall be paid in a share mode, where each party shall pay its own bank and other payment service provider fees. Where a share mode is not available, the fees incurred in connection with the payment of the Commission shall be borne by the Partner. The Converting Team shall not be held liable for any bank or non-bank fees incurred in connection with the payment of the Commission on the part of the Partner, the latter’s bank or payment service provider, or any other entity involved in the payment of the Commission within the meaning of this article.

The fee shall be paid in EUR currency, unless the contracting parties agree otherwise. The Partner may contact its Converting Team manager to agree on different currency for fee pay-outs.

Converting Team reserves the right to charge an inactivity fee. Inactivity occurs, when:

a) there is non-delivery of services (traffic) to the Partner for an uninterrupted 6 month period (hereinafter the “protection-period”), and;

b) at the same time the communication from the Partner is insufficient (e.g.: when the Partner repeatedly does not respond to Converting Team's calls to collect the balance)

(hereinafter the "inactivity fee").

The amount of the inactivity fee is set to USD 40 per calendar month and is charged for the first time in the month following the 6-month protection period. The inactivity fee is always charged together for all relevant calendar months of the relevant calendar year on December 31. The inactivity fee is always charged only up to the amount of the Partner's balance, no debit can take place.

Upon charging the inactivity fee for 12 calendar months, the account becomes inactive and Converting Team reserves the right to close such account. The Partner understands that the balance will accrue to Converting Team as a one-time price to cover closing costs.

Other arrangements

The Converting Team shall bear no responsibility for activities or any other conduct of the Partner regarding the co-operation, and the Partner agrees with this.

The Converting Team shall bear no liability for any event where the relevant performance cannot be provided under the terms of the co-operation due to technical or other reasons caused by force majeure or some other cause independent of the Converting Team’s will (e.g. failure to complete a task due to non-functional hyperlink, server downtime etc.) and the Partner agrees with this.

The Converting Team shall be entitled not to pay the Commission to the Partner in case the Partner breaches these GTC, in particular if the Partner uses one of the prohibited methods of Promotion in the co-operation. In that case, the Partner acknowledges and agrees that its entitlement to the Commission terminates.

The Partner shall be liable for any damage caused as a result of unsuitable conduct during the co-operation (e.g. the use of prohibited methods of Promotion, the statement of untrue information, causing harm to the good reputation of the Converting Team etc.). Rights, obligations and claims of the contracting parties arising out of the co-operation under the Co-operation Agreement and relating to damage or compensation for damage shall be governed by the laws of the Czech Republic.

Prohibited methods of Promotion with the co-operation include, in particular the use of materials not approved by the Converting Team (landing pages, banners, e-mails etc.), incentive traffic and sending unsolicited messages.

Converting Team is entitled, but not obliged, to investigate any delivered complaint or suspend any Partner from being engaged in Converting Team online software solution pursuant to this Co-operation Agreement if the complaint does not appear to be unjustified. To avoid any doubts, the Partner shall not be entitled for any compensation in case of such suspension of the promotion. Without prejudice to other obligations of the Partner set forth in these GTC, the Partner shall provide Converting Team with all necessary co-operation in order to investigate any delivered complaint and/or to ensure that Partner’s advertising is compliant with applicable laws, good manners and ethical rules.

The Converting Team shall be entitled to perform random inspections of compliance with the Partner’s obligations within the meaning of these GTC or further agreement between the Partner and the Converting Team.

The Partner shall defend, indemnify and hold harmless Converting Team, its respective officers, directors and employees against any and all losses, damages, liabilities, claims, costs and expenses, including reasonable attorneys’ fees, arising out of or in connections with any breach of Partner’s representations, warranties or obligations set forth in the Co-operation Agreement.

In the event of the delivery of an average of more than 50 FTDs a day, the Converting Team online marketing network may be made available to the Partner through an API, iframe or similar form of direct access.

Communication

The Converting Team and the Partner agree that the mutual communication shall take place primarily by electronic means (e.g. by e-mail, messenger applications, etc.) and agree that such communication shall be deemed communication in a written form for the purposes of maintaining the form of juridical acts.

The Converting Team and the Partner agree to communicate with each other, provide each other with all the information necessary for proper performance of their obligations, and notify each other of any change in their identification details. The Partner shall inform the Converting Team of all the decisive facts that are fundamental for the Converting Team in order to assess the suitability of continued co-operation under this Co-operation Agreement (e.g. imminent insolvency of the Partner, inability to pay debts, withdrawal of a licence etc.).

In any case, the Partner is obliged to obtain all necessary information, so the Partner is always able to fulfill Partner’s obligations pursuant to the Co-operation Agreement. In case the Partner lacks any information (particularly about any element of the Co-operation agreement, commissions, if the Partner uses „SmartLink“ – a form of promotion without a knowledge of particular advertiser etc.), the Partner hereby undertakes to contact Converting Team as soon as possible to obtain this information the Partner lacks. The Partner may contact the Converting Team also at Converting Team’s affiliate manager, who was assigned to the Partner.

The Converting Team reserves the right to verify The Partner’s identity during the duration of the whole relationship between them. Such verification will be performed by video conference call. To verify the Partner’s identity beyond reasonable doubts Converting Team might also request personal documents verification. Not complying with such verification request in timely and appropriate manner might result in termination of co-operation

Term of Co-operation

The parties enter into mutual the Co-operation Agreement for an indefinite term. The Co-operation Agreement may terminate on the basis of a mutual agreement of the parties as of the date agreed by the parties.

The Converting Team shall be entitled to terminate the Co-operation Agreement without stating a reason, with an immediate effect, as of a date specified by the Converting Team in the termination notice; in that case, the termination of co-operation will have legal implications equivalent to withdrawal from a contract or agreement. Should Converting Team suspect co-operation may infringe third-party rights, applicable law, good manners or ethical rules set forth by Converting Team, Converting Team is entitled to suspend the Partner from promoting the Offer with no claim for compensation on the side of the Partner; Converting Team’s right to terminate shall not be affected.

The Partner shall be entitled to terminate the Co-operation Agreement without stating a reason, with 3 months notice period, as of a date of delivery the notice of termination to Converting Team.

Any provision of the IO that governs i) the duration of the contractual relationship; or ii) the manner in which the contractual relationship between Converting Team and the Partner is terminated is decisive in the event of a conflict with these GTC.

Final Provisions

The rights and obligations of the parties not provided for in these GTC shall be governed by the laws of the Czech Republic without its rules of conflict of laws.

The Partner and the Converting Team shall resolve any and all disputes arising out of the Co-operation Agreement primarily through amicable settlement.

If not resolved amicably, any and all disputes arising out of the Co-operation Agreement shall be finally settled by the ordinary courts of the Czech Republic, unless a choice of a local jurisdiction is excluded by special provisions of the Czech laws.

If any provision of these GTC proves to be or becomes invalid or unenforceable, such circumstance shall have no effect on the other provisions hereof, unless implied otherwise by the mandatory provisions of law.

Each party undertakes within undue delay, but no later than within two (2) days from the change of its contact details (particularly an address or an e-mail address), to inform the other party of such change in writing or via e-mail. In case any of the parties breaches this obligation, any notification delivered to the lastly confirmed address shall be deemed as delivered by third (3.) day from its placement with the post office (written notification) or by third (3.) day from its dispatch (e-mail notification).

The Partner shall not be entitled to assign any receivables from the Converting Team to third parties.

The Converting Team shall be entitled to change or amend these GTC at any time; the new version of these GTC shall become effective as of the date set out by the Converting Team, however on the delivery of the new version of the GTC at the earliest.

In case of any discrepancies between these GTC and an agreement made in writing (also within the meaning of Art. 7.1 GTC) between the Converting Team and the Partner, the written agreement shall prevail.

By the virtue of Registration, the Partner acknowledges a privacy policy regarding a protection of personal data here.

These GTC are valid and effective as of 1st of June 2021.


Annex no. 1 – Selected information on prohibited types of advertisements

Any unfair commercial practises shall be strictly prohibited – general framework to be provided by the Directive 2005/29/EC of the European Parliament and o the Council of 11th May 2005, concerning unfair business-to-consumer commercial practices in the internal market (“Directive”). A commercial practice shall be unfair if (i) it is contrary to the requirements of professional diligence and (ii) it materially distorts or is likely to materially distort the economic behaviour with regard to the product of the average consumer whom it reaches or to whom it is addressed, or of the average member of the group when a commercial practice is directed to a particular group of consumers.

Commercial practises shall be unfair particularly if they are misleading (misleading actions or omissions) or aggressive.

Misleading commercial practices:

A commercial practice shall be regarded as misleading if it contains false information and is therefore untruthful or in any way, including overall presentation, deceives or is likely to deceive the average consumer, even if the information is factually correct, in relation to one or more of the following elements, and in either case causes or is likely to cause him to take a transactional decision that he would not have taken otherwise:

  • the existence or nature of the product;
  • the main characteristics of the product, such as its availability, benefits, risks, execution, composition, accessories, after-sale customer assistance and complaint handling, method and date of manufacture or provision, delivery, fitness for purpose, usage, quantity, specification, geographical or commercial origin or the results to be expected from its use, or the results and material features of tests or checks carried out on the product;
  • the extent of the trader's commitments, the motives for the commercial practice and the nature of the sales process, any statement or symbol in relation to direct or indirect sponsorship or approval of the trader or the product;
  • the price or the manner in which the price is calculated, or the existence of a specific price advantage;
  • the need for a service, part, replacement or repair;
  • the nature, attributes and rights of the trader or his agent, such as his identity and assets, his qualifications, status, approval, affiliation or connection and ownership of industrial, commercial or intellectual property rights or his awards and distinctions;
  • the consumer's rights, including the right to replacement or reimbursement under Directive 1999/44/EC of the European Parliament and of the Council of 25 May 1999 on certain aspects of the sale of consumer goods and associated guarantees, or the risks he may face.

A commercial practice shall also be regarded as misleading if, in its factual context, taking account of all its features and circumstances, it causes or is likely to cause the average consumer to take a transactional decision that he would not have taken otherwise, and it involves

  • any marketing of a product, including comparative advertising, which creates confusion with any products, trade marks, trade names or other distinguishing marks of a competitor;
  • non-compliance by the trader with commitments contained in codes of conduct (as described below) by which the trader has undertaken to be bound, where
    • the commitment is not aspirational but is firm and is capable of being verified, and
    • the trader indicates in a commercial practice that he is bound by the code (as described below).

A commercial practice shall be regarded as misleading if, in its factual context, taking account of all its features and circumstances and the limitations of the communication medium, it omits material information that the average consumer needs, according to the context, to take an informed transactional decision and thereby causes or is likely to cause the average consumer to take a transactional decision that he would not have taken otherwise:

It shall also be regarded as a misleading omission when, taking account of the matters described in previous paragraph, a trader hides or provides in an unclear, unintelligible, ambiguous or untimely manner such material information as referred to in previous paragraph or fails to identify the commercial intent of the commercial practice if not already apparent from the context, and where, in either case, this causes or is likely to cause the average consumer to take a transactional decision that he would not have taken otherwise.

Where the medium used to communicate the commercial practice imposes limitations of space or time, these limitations and any measures taken by the trader to make the information available to consumers by other means shall be taken into account in deciding whether information has been omitted.

In the case of an invitation to purchase, the following information shall be regarded as material, if not already apparent from the context:

  • the main characteristics of the product, to an extent appropriate to the medium and the product;
  • the geographical address and the identity of the trader, such as his trading name and, where applicable, the geographical address and the identity of the trader on whose behalf he is acting;
  • the price inclusive of taxes, or where the nature of the product means that the price cannot reasonably be calculated in advance, the manner in which the price is calculated, as well as, where appropriate, all additional freight, delivery or postal charges or, where these charges cannot reasonably be calculated in advance, the fact that such additional charges may be payable;
  • the arrangements for payment, delivery, performance and the complaint handling policy, if they depart from the requirements of professional diligence;
  • for products and transactions involving a right of withdrawal or cancellation, the existence of such a right.

Information requirements established by law of European Union in relation to commercial communication including advertising or marketing, a non-exhaustive list of which is contained in Annex II to the Directive, shall be regarded as material.

These misleading commercial practises are under all circumstances regarded as unfair:

  • Claiming to be a signatory to a code of conduct pursuant to art. 10 of the Directive (rules not imposed by law, which define the behaviour of traders who undertake to be bound by the code in relation to one or more particular commercial practices or business sectors), when the trader is not.
  • Displaying a trust mark, quality mark or equivalent without having obtained the necessary authorization.
  • Claiming that a code of conduct has an endorsement from a public or other body which it does not have.
  • Claiming that a trader (including his commercial practices) or a product has been approved, endorsed or authorised by a public or private body when he/it has not or making such a claim without complying with the terms of the approval, endorsement or authorisation.
  • Making an invitation to purchase products at a specified price without disclosing the existence of any reasonable grounds the trader may have for believing that he will not be able to offer for supply or to procure another trader to supply, those products or equivalent products at that price for a period that is, and in quantities that are, reasonable having regard to the product, the scale of advertising of the product and the price offered (bait advertising).
  • Making an invitation to purchase products at a specified price, with the intention of promoting a different product (bait and switch), and then
    • refusing to show the advertised item to consumers, or
    • refusing to take orders for it or deliver it within a reasonable time, or
    • demonstrating a defective sample of it
  • Falsely stating that a product will only be available for a very limited time, or that it will only be available on particular terms for a very limited time, in order to elicit an immediate decision and deprive consumers of sufficient opportunity or time to make an informed choice.
  • Undertaking to provide after-sales service to consumers with whom the trader has communicated prior to a transaction in a language which is not an official language of the Member State where the trader is located and then making such service available only in another language without clearly disclosing this to the consumer before the consumer is committed to the transaction.
  • Stating or otherwise creating the impression that a product can legally be sold when it cannot.
  • Presenting rights given to consumers in law as a distinctive feature of the trader's offer.
  • Using editorial content in the media to promote a product where a trader has paid for the promotion without making that clear in the content or by images or sounds clearly identifiable by the consumer (advertorial).
  • Making a materially inaccurate claim concerning the nature and extent of the risk to the personal security of the consumer or his family if the consumer does not purchase the product.
  • Promoting a product similar to a product made by a particular manufacturer in such a manner as deliberately to mislead the consumer into believing that the product is made by that same manufacturer when it is not.
  • Establishing, operating or promoting a pyramid promotional scheme where a consumer gives consideration for the opportunity to receive compensation that is derived primarily from the introduction of other consumers into the scheme rather than from the sale or consumption of products.
  • Claiming that the trader is about to cease trading or move premises when he is not.
  • Claiming that products are able to facilitate winning in games of chance.
  • Falsely claiming that a product is able to cure illnesses, dysfunction or malformations.
  • Passing on materially inaccurate information on market conditions or on the possibility of finding the product with the intention of inducing the consumer to acquire the product at conditions less favourable than normal market conditions.
  • Claiming in a commercial practice to offer a competition or prize promotion without awarding the prizes described or a reasonable equivalent.
  • Describing a product as ‘gratis’, ‘free’, ‘without charge’ or similar if the consumer has to pay anything other than the unavoidable cost of responding to the commercial practice and collecting or paying for delivery of the item.
  • Including in marketing material an invoice or similar document seeking payment which gives the consumer the impression that he has already ordered the marketed product when he has not.
  • Falsely claiming or creating the impression that the trader is not acting for purposes relating to his trade, business, craft or profession, or falsely representing oneself as a consumer.
  • Creating the false impression that after-sales service in relation to a product is available in a Member State other than the one in which the product is sold

Aggressive commercial practises

A commercial practice shall be regarded as aggressive if, in its factual context, taking account of all its features and circumstances, by harassment, coercion, including the use of physical force, or undue influence, it significantly impairs or is likely to significantly impair the average consumer's freedom of choice or conduct with regard to the product and thereby causes him or is likely to cause him to take a transactional decision that he would not have taken otherwise.

In determining whether a commercial practice uses harassment, coercion, including the use of physical force, or undue influence, account shall be taken of:

  • its timing, location, nature or persistence;
  • the use of threatening or abusive language or behaviour;
  • the exploitation by the trader of any specific misfortune or circumstance of such gravity as to impair the consumer's judgement, of which the trader is aware, to influence the consumer's decision with regard to the product;
  • any onerous or disproportionate non-contractual barriers imposed by the trader where a consumer wishes to exercise rights under the contract, including rights to terminate a contract or to switch to another product or another trader;
  • any threat to take any action that cannot legally be taken.

These aggressive commercial practises are under all circumstances regarded as unfair:

  • Creating the impression that the consumer cannot leave the premises until a contract is formed.
  • Conducting personal visits to the consumer's home ignoring the consumer's request to leave or not to return except in circumstances and to the extent justified, under national law, to enforce a contractual obligation.
  • Making persistent and unwanted solicitations by telephone, fax, e-mail or other remote media except in circumstances and to the extent justified under national law to enforce a contractual obligation. This is without prejudice to Article 10 of Directive 97/7/EC and Directives 95/46/EC (2) and 2002/58/EC.
  • Requiring a consumer who wishes to claim on an insurance policy to produce documents which could not reasonably be considered relevant as to whether the claim was valid, or failing systematically to respond to pertinent correspondence, in order to dissuade a consumer from exercising his contractual rights.
  • Including in an advertisement a direct exhortation to children to buy advertised products or persuade their parents or other adults to buy advertised products for them. This provision is without prejudice to Article 16 of Directive 89/552/EEC on television Broadcasting.
  • Demanding immediate or deferred payment for or the return or safekeeping of products supplied by the trader, but not solicited by the consumer except where the product is a substitute supplied in conformity with Article 7(3) of Directive 97/7/EC (inertia selling).
  • Explicitly informing a consumer that if he does not buy the product or service, the trader's job or livelihood will be in jeopardy.
  • Creating the false impression that the consumer has already won, will win, or will on doing a particular act win, a prize or other equivalent benefit, when in fact either:
    • there is no prize or other equivalent benefit, or
    • taking any action in relation to claiming the prize or other equivalent benefit is subject to the consumer paying money or incurring a cost.