1. INTRODUCTORY PROVISIONS

1.1. These Terms and Conditions for the Heureka Marketplace on Heureka.sk (hereinafter referred to as the "Marketplace Terms") are issued by the Portal Operator in order to regulate the rights and obligations associated with the use of the Heureka Marketplace.

1.2. The Operator enables the conclusion of Purchase Contracts through the Portal between selected Merchants who conclude a Contract with the Operator and Users.

1.3. Interpretation of terms:

1.3.1. Adyen - Adyen N.V., a company registered in the Netherlands, company registration number: 34259528, with registered office at Simon Carmiggeltstraat 6-50, 1011 DJ, Amsterdam, the Netherlands, is the operator of the Adyen System through which the User pays the price for Goods purchased from Merchants via the Portal.

1.3.2. AML Act - Act No. 253/2008 Coll. on certain measures against the laundering of the proceeds of crime and the financing of terrorism;

1.3.3. Merchant's e-mail address - the e-mail address provided by the Merchant in the Registration Form and intended for delivery of notices, calls and other documentation in connection with the Contract;

1.3.4. Identification - identification of the Merchant, which Adyen is obliged to carry out under the conditions specified in Act No. 253/2008 Coll., on certain measures against the legalization of proceeds of crime and financing of terrorism;

1.3.5. Payment Method - a specific payment method by which the User can pay for the Goods on the Portal. The individual Payment Methods, with the exception of cash on delivery, payment by bank transfer and payment in cash at the so-called pick-up delivery, include solutions negotiated within the Adyen System with individual Adyen partners.

1.3.6. Payment Account - a virtual payment account maintained by Adyen for a Merchant, which will receive funds paid by Users to Merchants in respect of Purchase Contracts;

1.3.7. Commission - the Operator's commission, negotiated pursuant to Article 8.1. of these Marketplace Terms;

1.3.8. Registration Form - a form made available to the Merchant within the Administration Interface, the completion and submission of which by the Merchant is considered as a proposal to conclude the Contract;

1.3.9. Pricelist - the Pricelist of Commissions, available on the Portal's website at http://sluzby.heureka.sk/napoveda/kosik-provize/

1.3.10. Contract - a cooperation agreement governing the rights and obligations of the parties when selling Goods through the Portal in the Heureka Marketplace mode, and when using the Adyen System to pay the price of the Goods, concluded between the Merchant and the Operator. The Contract may be concluded for one or more E-shops of the Merchant, or separate Contracts may be concluded for individual E-shops of the Merchant;

1.3.11. Adyen System - an online payment gateway managed by Adyen, offering the possibility of using several Payment Methods.

2. CONTRACT

2.1. Conclusion of the Contract

2.1.1. Only a Merchant who meets all the following conditions may apply for a Contract:

2.1.1.1. The Merchant's E-shop is registered for the Verified by Customers service,

2.1.1.2. The Merchant holds a "Verified by Customers" certificate.

2.1.2. The Merchant and the Operator conclude the Contract electronically, whereby the Merchant's completion and submission of the Registration Form located in the Administration Interface constitutes a proposal to conclude the Contract. The Contract is concluded at the moment of delivery of the confirmation to the Merchant's e-mail address. The commencement of the provision of services by the Operator shall occur only at the moment of fulfillment of all conditions by the Merchant.

2.1.3. As a condition for submitting the Registration Form, the Merchant must agree to these Marketplace Terms, including the Terms, any Special Terms and the Adyen Rules, which are an integral part of the Contract.

2.1.4. The Operator reserves the right to

2.1.4.1. contact the Merchant by telephone to verify the information provided in the Registration Form prior to approving the registration; and/or

2.1.4.2. refuse to conclude the Contract, even without giving reasons.

2.1.5. Unless otherwise provided in the Contract, the Terms, Special Terms and Adyen Rules, and in particular these Marketplace Terms, shall apply to the mutual relations of the Parties.

2.1.6. The Merchant further acknowledges that if, during the term of the Contract, it ceases to comply with any of the aforementioned conditions, the Operator is entitled to suspend its ability to sell the Goods directly through the Portal. It shall be entitled to reactivate this option at any later time after the Merchant has resumed compliance with the above conditions.

2.2. The subject of the Contract is:

2.2.1. the Merchant's obligation to:

2.2.1.1. Supply the Portal Users with the Goods that the Users order from the Merchant via the Portal, in the quantity and quality and under the terms and conditions corresponding to the Purchase Contract, and in accordance with this Contract and the legal regulations;

2.2.1.2. Comply with the obligations under the Contract and the Terms when offering Goods and to comply with the Terms and Special Terms when concluding Purchase Contracts through the Portal;

2.2.1.3. Pay to the Operator the Commission for the mediation of the sale, in the amount and under the conditions agreed in the Contract and in Article 6 of these Marketplace Terms;

2.2.1.4. Pay to the Operator in full all amounts payable by the Operator to Users or third parties under the Guarantee;

2.2.1.5. Comply with the obligations in using the Adyen System according to the Contract and the Adyen Rules.

2.2.2. Operator's obligation to:

2.2.2.1. Present the Goods on the Portal using automated means (API interface or XML feed supplied by the Merchant);

2.2.2.2. Provide the Merchant and the User with the possibility to conclude a Purchase Contract, the subject of which is the Goods offered by the Merchant through the Portal, if the Operator supports the sale of Goods in the Heureka Marketplace mode in a given category;

2.2.2.3. Provide Users with the possibility to pay the purchase price of the Goods to the Merchant via the Adyen System, using Payment Methods;

2.2.2.4. Provide the Merchant with access to the Administration Interface and enable the Merchant to use its functions within the scope of the Contract.

2.3. The Merchant is responsible for ensuring that all information provided in the Registration Form is up-to-date and is obliged to keep it up-to-date in the relevant form within the Administration Interface (in particular, changes in persons authorised to act for the Merchant, or changes in contact persons). The Merchant is also responsible for the correct setting of his/her e-mail box for the Merchant's e-mail address, its functionality and for not having a full e-mail box. In the event of a prolonged absence of the relevant contact person, the Merchant is obliged to redirect its e-mail address so as to ensure receipt of and response to e-mail sent to the Merchant's e-mail address.

2.4. The Merchant shall inform the Operator whether it is considered a battery manufacturer within the meaning of the relevant legislation and, if applicable, any changes in this respect. If the Merchant is deemed to be a battery manufacturer, the Merchant shall notify the Operator of the register in which it is registered as a manufacturer and its registration number therein. The Merchant shall also provide the Operator with all information on the prevention and management of waste batteries.

3. OFFERS, RIGHTS AND OBLIGATIONS UNDER THE PURCHASE CONTRACT, WITHDRAWAL FROM THE PURCHASE CONTRACT

3.1. The provisions of this Article of the Marketplace Terms apply to the relationship between the Merchant and the User under the Purchase Contract concluded in the Heureka Marketplace mode (in particular, its conclusion, performance and handling of claims arising from defects in the Goods and claims) and form an integral part of the Purchase Contract between the Merchant and the User.

3.2. Heureka Marketplace Offers

3.2.1. For Merchant Offers included in the Heureka Marketplace, the User is provided with the possibility to conclude a Purchase Contract via the Portal. After selecting the Goods, the User is entitled to choose to purchase the Goods from the Merchant directly on the Portal, and is automatically offered the Merchant's Offer included in the Heureka Marketplace at the best price. The User also has the option to first select a Merchant and then choose to purchase Goods from that Merchant directly on the Portal.

3.2.2. After selecting the option to purchase the Goods from the Merchant directly on the Portal, the User saves the Goods by clicking on the relevant button within the Offer to the virtual shopping cart. Placing the Goods in the shopping cart is a prerequisite for sending the Order. The User is entitled to place multiple items in the shopping cart according to the Offers of different Merchants. Before submitting the Order, the User has the possibility to detect and eliminate errors arising from entering data in the Order, in particular, the User has the possibility to remove individual items from the virtual shopping cart and to check and change the data provided in the Order, especially the quantity and type of Goods, contact details and delivery address.

3.2.3. The Merchant authorises the Operator to provide the Users with information on its behalf via the Portal within the meaning of Sections 1811 and 1820 of the Civil Code, the provision of which is required by law before making a binding offer, as well as other information required by other legislation, in particular in the area of product safety, waste management, etc. The information is provided within the individual Offers and within this Marketplace Terms. For the avoidance of doubt, however, it is stated that the responsibility for compliance with the information obligation remains entirely with the Merchant. At least the following information is provided for each Offer:

• the name of the Goods;
• the name of the seller, its registration number and the public register in which it is registered, its registered office address, telephone number and e-mail address;
• the name of the manufacturer of the Goods, its address and electronic address;
• photographs of the Goods - catalogue photographs of the Goods offered are also admissible, which may differ, for example, in colour or in features of the Goods that are not apparent from the photographs; the textual description of the Offer is always decisive for assessing the conformity of the Goods with the Offer;
• the specification of the Goods and a description of their main characteristics according to their nature (in particular the manufacturer, model designation, technical parameters), including any warning or safety information associated with the Goods;
• the price of the Goods - it is always stated as the total (final) price, including all taxes, fees and other similar monetary benefits, and does not include the cost of transporting the Goods to the User, unless otherwise stated in the Offer;
• the price of transport of the Goods to the User or to the agreed collection point, or of individual transport methods offered by the Merchant, or an indication that the Merchant does not charge a transport price;
• the price for payment of the Goods upon receipt by the User (cash on delivery).

3.2.4. Before sending the Order, the User is always shown all the Goods stored in the basket, the identification of the individual Merchants offering the selected Goods, the price of these Goods, the quantity of individual items (pieces), the sum of the price of all the Goods stored in the basket and the shipping costs of the ordered Goods; the prices of the Goods are displayed as prices including VAT.

3.2.5. In addition, prior to submitting an Order, the User is provided with information on the various payment methods and their costs, as well as information on the various shipping methods and delivery dates in the Heureka Marketplace interface.

3.2.6. In addition, the following information is provided to the User in these Marketplace Terms:

• information on the costs of means of distance communication;
• information on rights arising from the delivery of defective Goods or non-delivery of Goods and on warranty rights;
• information on withdrawal from the Purchase Contract;
• information on out-of-court settlement of consumer disputes.

3.2.7. Sending an Order by the User is considered a proposal to conclude a Purchase Contract.

3.2.8. The Operator shall immediately forward the Order by automatic means to the Merchant(s) to whom it is directed. The Operator shall send to the User's e-mail address entered in the Order an e-mail with a summary of the Order, containing at least the identification of the selected Goods and Merchants, the calculation of the purchase price of individual items and the aggregate purchase price for all items under the Order, the identification of the method of transport and its price, the method of payment of the purchase price, as well as the delivery and billing address. Delivery of the summary of the Order to the User shall not be deemed to be acceptance of the proposal to conclude the Purchase Contract.

3.2.9. By submitting an Order, the subject of which is the delivery of software or other digital content not on a tangible medium (in the form of electronic distribution), the User grants the Merchant its consent to the delivery of the Goods before the expiry of the withdrawal period of the Purchase Contract.

3.2.10. The Merchants are obliged to send the User to the e-mail address entered in the Order, immediately after delivery of the Order, an e-mail confirming the Order, containing at least the information specified in Article 3.2.8. of the Marketplace Terms, and the text of their own terms and conditions of sale in text form, which shall apply to the extent that they do not contradict these Marketplace Terms, but always if they are more favourable to the User. Upon delivery of the Order Confirmation to the User, the Purchase Contract is concluded. If the User is a consumer, the Purchase Contract is a consumer contract within the meaning of Section 1810 et seq. of the Civil Code. The costs of using remote means of communication (in particular, the costs of connecting the User's device to the Internet and for data transmission) shall be borne by the User according to his separate agreement with his Internet service provider).

3.2.11. On the basis of the concluded Purchase Contract, the User is obliged to pay the Merchant the purchase price and the transport price, if agreed, in the manner chosen when placing the Order. The User is entitled to choose the method of payment of the purchase price within the Order. In the event that the User selects payment by credit card as the method of payment for the Goods, the User is prompted to enter the payment within the Order creation process and is redirected to the relevant payment interface. After entering the payment, the User is prompted to complete the Order. If the User selects the online payment method and does not complete the payment within 15 minutes of placing the Order, the Operator is entitled to cancel the Order placed. On the basis of the payment, the Merchant is obliged to conclude a Purchase Contract with the User and the Operator is obliged to send the User a confirmation of the Order in the manner specified in Article 3.2.10. of the Marketplace Terms. In the event that multiple items of Goods from different Merchants are included in the Order, the User has the option to pay the purchase price for all items of Goods with a single payment through the Adyen System. The Operator is responsible for the settlement of individual payments made through the Adyen System against individual Merchants in accordance with the relevant provisions of the Marketplace Terms. The Merchant is obliged to send the User a tax document together with the Goods.

3.3. Delivery of Goods

3.3.1. On the basis of the concluded Purchase Contract, the Merchant is obliged to deliver the Goods subject to the Purchase Contract to the User in the quantity, quality and in the manner specified in the Purchase Contract and to send them to the User within the time corresponding to the information on the availability of the Goods specified in the Offer. In case the User chooses the option of personal collection of the Goods, the Merchant is obliged to prepare the Goods for collection by the User in the quantity and quality according to the Purchase Contract and to prepare them for collection at the selected establishment within the time limit according to the Offer.

3.3.2. The Merchant is obliged to deliver the Goods to the place specified by the User as the delivery address in the Purchase Contract.

3.3.3. In the event of problems with the delivery of the Goods, quality guarantee or problems with the complaint, the User is entitled to contact the Operator, who will provide the User with assistance in resolving the problem with the Merchant. In the event that the Merchant breaches the obligation to deliver the Goods in accordance with the Purchase Contract and fails to refund the purchase price paid to the User, the User is entitled to proceed in accordance with Article 4 of these Marketplace Terms, subject to other conditions.

3.3.4. Unless otherwise expressly agreed in the Purchase Contract, the risk of damage to the Goods and accidental destruction or deterioration of the Goods shall pass to the User at the moment when the Merchant has handed over the Goods to the carrier. The Merchant is obliged to clearly and sufficiently mark the shipment as addressed to the User or to inform the User immediately about the shipment by e-mail, otherwise the risk of damage to the Goods shall pass to the User only at the moment when the Goods are handed over to the User by the carrier.

3.3.5. The User is obliged to inspect the Goods without undue delay after their receipt and to claim any defects from the Merchant immediately after their discovery.

3.3.6. In case the Merchant has indicated "In Stock" on the Portal for the availability of the Goods, the Merchant is obliged to ship the Goods (or prepare for personal collection) no later than the next working day after the date of conclusion of the Purchase Contract.

3.3.7. The Goods are deemed to be delivered to the User (Buyer) if they are handed over to him by the Merchant or a carrier.

3.3.8. The Merchant is obliged to provide proof of receipt of the Goods by the User for each delivered Goods. The proof of receipt of the Goods may be in writing or electronic (in particular when the Goods are delivered by a carrier). In case of any doubt about the delivery or the time of delivery of the Goods, or in other disputable situations, the Merchant is obliged to send the Operator a copy of the proof of receipt of the Goods (also in electronic form). The ownership of the Goods shall pass to the User on the date of their receipt from the Merchant or from the carrier.

3.4. Defects in the Goods

3.4.1. In the event that, upon inspection of the Goods, the User discovers that the Goods are defective or have been delivered to the User in a quantity, quality or workmanship that does not comply with the Purchase Contract, the User shall immediately notify the Merchant of such facts in writing or by e-mail, as specified by the Merchant in the Order confirmation. In the event that the User fails to notify the Merchant of the defect in the Goods in due time, the User's right to have the Goods rectified shall expire.

3.4.2. If the defects of the Goods are substantial, affecting the basic functionality of the Goods, in particular if the Goods are visibly or functionally damaged or if a part of the Goods important for its functionality is missing, the User shall have the right to demand from the Merchant the delivery of new or missing Goods or a part thereof, repair, a reasonable discount on the purchase price or withdrawal from the Purchase Contract. The User is obliged to notify the Merchant of the chosen claim when notifying the Merchant of defects in the Goods.

3.4.3. If the defects in the Goods are insignificant, not affecting the basic functionality of the Goods, in particular minor damage to the Goods not affecting functionality, missing an insignificant part or defects in quantity, the User has the right to demand from the Merchant the removal of the defect or a reasonable discount from the purchase price. The User is obliged to notify the Merchant of the chosen claim when notifying the Merchant of defects in the Goods.

3.4.4. In the event that the Merchant unjustifiably fails to comply with the User's claims arising from defects in the Goods, the User shall be entitled to proceed in accordance with Article 4 of these Marketplace Terms, subject to other conditions.

3.5. Withdrawal from the Purchase Contract

3.5.1. The User, who is a consumer, is entitled to withdraw from the Purchase Contract concluded in the Heureka Marketplace mode, without giving any reason and without any penalty within 14 days of receipt of the Goods. The withdrawal must be made in writing or by e-mail to the Merchant, and the withdrawal must clearly identify the Purchase Contract (e.g. by the number communicated to the User in the Order Confirmation). The deadline is deemed to have been met if the withdrawal from the Purchase Contract is sent to the Merchant by its expiry (by 24:00 on the last day of the deadline). In the case of withdrawal, the User is obliged to return the Goods in perfect condition with all accessories and complete documentation (proof of purchase, instructions, warranty card) to the address of the Merchant's registered office or to another address communicated by the Merchant for this purpose within 14 days of the withdrawal. For the purpose of withdrawal, the User is entitled to use the withdrawal form, attached in electronic form at the end of these Marketplace Terms, which he/she is entitled to copy or print for the purpose of completing and sending to the Merchant. The User is not obliged to comply with the form provided when withdrawing, but acknowledges that he/she is responsible for complying with the content of the withdrawal so that it is considered valid.

3.5.2. The User is not entitled to withdraw from the Purchase Contract in the cases specified in Section 1837 of the Civil Code, in particular in the following cases:

3.5.2.1. The Goods have been manufactured according to the User's requirements or adapted to the User's personal needs;

3.5.2.2. the Goods delivered are perishable or have a short shelf life;

3.5.2.3. The Goods were delivered in sealed packaging and for health or hygiene reasons it is not appropriate to return them after the User has broken the packaging;

3.5.2.4. the delivered Goods or their integral part is a computer program, sound or image recording recorded on a tangible data carrier (CD, DVD, flash drive) and the User has broken the original sealed packaging of such tangible carrier (if the carrier is separately packaged);

3.5.2.5. The Goods are newspapers, periodicals or magazines;

3.5.2.6. The Goods are food, beverages or other goods of general consumption;

3.5.2.7. The Goods are digital content supplied not on a tangible medium with the prior express consent of the User before the expiry of the withdrawal period and/or performance has commenced;

3.5.3. If the User rightfully withdraws, the Merchant is obliged to refund the purchase price paid (the amount of money paid by the User for the Goods, including the cost of delivery of the Goods to the User) to the User by cashless credit to the account or by bank transfer sent to the User's address (bank transfer only in cases where the payment was made in cash or on delivery), no later than 14 days after withdrawal.  shall be entitled to reimburse the User for the costs actually incurred by the Merchant in returning the Goods, if such costs have been incurred. If the User has made the payment of the purchase price by wire transfer, the Merchant is obliged to return the purchase price to the User's bank account from which the payment of the purchase price was made. If the User has paid the purchase price by credit card, the Merchant is obliged to return the purchase price to the User's card through which the payment of the purchase price was made. In case the User does not receive the refunded purchase price from the Merchant within the time limit according to this Article, the User is entitled to proceed according to Article 4 of these Marketplace Terms, subject to other conditions.

3.5.4. The Merchant is obliged to refund to the User with the purchase price also the costs incurred for delivery of the Goods to the User (postage, delivery charges). In case the Merchant offers more than one way of transporting the Goods with different prices, the Merchant is obliged to refund to the User the costs of delivery of the Goods only in the amount of the price of the cheapest way of transport offered by the Merchant for the Goods at the time of conclusion of the Purchase Contract.

3.5.5. The costs of returning the Goods to the Merchant (in particular the postage for delivery of the returned Goods to the Merchant) shall be borne by the User. The User is not entitled to return the Goods to the Merchant by cash on delivery. The Merchant is not obliged to accept Goods sent in this way.

3.5.6. The User shall be liable to the Merchant for damage caused by the reduction of the value of the Goods returned upon the User's withdrawal from the Contract, if the damage occurred as a result of the handling of the Goods in a manner other than that necessary for the User to become familiar with the nature, characteristics and functionality of the Goods.

3.5.7. In the event that the User has withdrawn from the Purchase Contract invalidly (in violation of Article 3.5 of the Marketplace Terms), the Purchase Contract shall not be terminated and the Merchant shall return the Goods to the User at the User's expense or store them at the User's expense, of which the Merchant shall promptly notify the User. The provisions of § 2402 et seq. of the Civil Code on safekeeping shall apply mutatis mutandis to this case.

3.5.8. The Merchant is entitled to withdraw from the Purchase Contract in the event that, for reasons not attributable to it, it is unable to deliver the Goods subject to the Purchase Contract in a proper and timely manner. In the event of a change in the expected date of delivery of the Goods subject to the Purchase Contract, the Merchant shall immediately inform the User of the change in availability. In the event that the User does not accept the new delivery date, the Merchant shall be entitled to withdraw from the Purchase Contract.

3.5.9. The User is also entitled to withdraw from the Purchase Contract without giving any reason and return the Goods to the Merchant in the original intact packaging up to 3 months from the date of receipt of the Goods.

3.6. Rights from defective performance and warranty

3.6.1. The User, who is a consumer, is entitled to complain about a defect in the Goods within 2 years of receipt, unless

● the law provides for a different period of time for claiming a defect for certain types of Goods, or

● The Merchant provides for a longer period for the criticism of defects for certain Goods.

3.6.2. If the object of purchase is an item with digital properties and if, according to the Purchase Contract, the digital content or digital content service is to be provided continuously for a certain period of time, the User may complain of a defect that occurs or manifests itself in the digital content within two years from the date of receipt. If the performance is to be performed for a period longer than two years, the User shall have the right to claim a defect that appears or manifests itself within this period.

3.6.3. The User shall not be entitled to the right of defective performance if the defect was caused by the User.

3.6.4. Wear and tear caused by normal use of the item shall not constitute a defect.

3.6.5. A user who is not a consumer shall be entitled to rights of defective performance under the general provisions of the Civil Code, unless the Purchase Contract provides otherwise.

3.6.6. The Merchant or the manufacturer may provide a quality guarantee for the Goods, in which case the User shall also be informed of the terms of the guarantee.

3.7. Complaints

3.7.1. The User is entitled to file a complaint with the Merchant or at an authorized service center of the manufacturer of the Goods. The claim can be made by personal delivery of the Goods, or by sending them to the place of claim, always with a detailed description of the defect, documents of purchase of the Goods, or a warranty certificate.

3.7.2. The time limit for handling a claim filed by a User - consumer is 30 days, unless otherwise provided by law or agreed between the User and the Merchant. This time limit does not apply to claims made by the User - entrepreneur. The person handling the complaint shall issue the User with a document on the details of the complaint and the manner of its handling.

3.7.3. The User may demand the removal of the defect. At his/her choice, he/she may demand delivery of a new item without defect or repair of the item, unless the chosen method of removing the defect is impossible or disproportionately expensive compared to the other.

3.7.4. The user may demand a reasonable discount or withdraw from the contract if the Merchant has refused to remove the defect or has not removed it in accordance with Section 2170 (1) and (2) of the Civil Code, or the defect is repeated, or the defect is a material breach of the Purchase Contract, or it is evident from the Merchant's statement or the circumstances that the defect will not be removed within a reasonable time or without significant inconvenience to the User.

3.7.5. In the event of an unjustified claim (defect caused by misuse or mishandling, etc.), the authorized service or the Merchant shall be entitled to the costs incurred, in particular, in connection with locating the defect, tracking down the necessary data, testing and transporting the unjustified claimed Goods. The User is obliged to pay these costs upon the request of the Merchant or the operator of the authorized service without undue delay, but no later than within 14 days from the end of the complaint procedure. If the costs incurred in this way are not paid, the authorised service provider or the Merchant shall have the right to detain the unjustifiably claimed Goods in order to secure this claim within the meaning of Section 1395 of the Civil Code.

3.8. Out-of-court settlement of consumer disputes

3.8.1. In the event of a dispute between the User, who is a consumer within the meaning of Section 419 of the Civil Code, and the Merchant arising from the concluded Purchase Contract, the User is entitled to submit a proposal for out-of-court dispute resolution to the Slovak Trade Inspectorate for the purpose of concluding an agreement with the Merchant, using the contact details available on the website www.soi.sk. The submission of the proposal and the subsequent participation in the out-of-court dispute resolution is free of charge for the User, while any costs incurred in connection with the out-of-court dispute resolution shall be borne by each party separately. The User's choice of out-of-court dispute resolution is voluntary.

3.8.2. Out-of-court dispute resolution is governed by § 20d et seq. of Act No. 634/1992 Coll. on Consumer Protection. The application for initiation of out-of-court proceedings must contain the elements pursuant to Section 20n of the Consumer Protection Act. on consumer protection. The motion for out-of-court dispute resolution may be filed no later than within 1 year from the date when the User first filed a claim with the Merchant which is the subject of the dispute (e.g. from the moment of the first complaint of the Goods or from the moment of request for refund of the purchase price after a valid withdrawal from the Purchase Contract in case of the Merchant's delay in its return).

3.8.3. Users residing in another EU Member State, Norway or Iceland are entitled to submit a proposal for out-of-court settlement of their dispute with the Merchant through the European Consumer Centre in their country of residence; a list of the relevant Consumer Centres is available on the European Commission's website https://europa.eu/youreurope/.

3.9. Responsibilities of the Operator and the Merchant

3.9.1. The Operator is the intermediary for the conclusion of the Purchase Contract and is responsible for:

• the allocation of the contents of the basket and the transmission of the Order to each Merchant;
• identification of the Merchant in the system.

3.9.2. The Merchant is responsible for:

• compliance of the data sent for display on the Portal with the Goods that are the subject of the Offer;
• the compliance of the information forming part of the Offer with the legal regulations (in particular the copyright protection of the photographs used, the rights to use trademarks and other signs);
• the completeness of the information forming part of the Offer, in particular for compliance with the requirements arising from consumer protection regulations and from specific legislation regulating the relevant category of Goods (e.g. dietary supplements);
• timely confirmation of the Order and conclusion of the Purchase Contract;
• timely dispatch of the Goods to the User;
• compliance of the dispatched Goods with the Offer and the Order;
• the settlement of any claims arising from defects in the Goods and claims;
• compliance with the prohibition to use the User's personal data and e-mail address, provided by the Operator, for purposes other than the execution of the Order, provision of performance of the Purchase Contract to the User, protection of the Merchant's legal claims and performance of legal obligations applicable to the Merchant, within the meaning of the Marketplace Terms.

3.9.3. In particular, the Operator shall not be liable for:

• the content of the Offers and their compliance with legal regulations (violation of third party copyright rights to photographs placed within the Offers on the shopping gallery pages, violation of legal regulations for the protection of personality, protection against unfair competition or protection of industrial property by the Merchant);
• the conformity of the Offers with the Goods actually delivered;
• the timeliness of delivery of the Goods by the Merchant in relation to the information on the availability of the Goods set out in the Offer;
• compliance of the Goods with the Purchase Contract;
• the handling by the Merchant or the service centre of claims arising from defects in the Goods or complaints;
• Damages incurred by the User or third parties as a result of the Merchant's delay in delivering the Goods or as a result of the use of the Goods;
• incorrect or inappropriate selection of Goods by the User;
• the unavailability of the Portal caused by the Users' and Merchants' internet connection providers;
• availability of the Portal.

3.9.4. The breach of the Merchant's obligations in cases under Article 3.9.2. of the Marketplace Terms shall not affect the Operator's Guarantee under Article 4 of these Marketplace Terms.

3.9.5. The Operator's liability as a provider of information society services for the content of information supplied by Merchants is governed by Act No. 480/2004 Coll. on certain information society services and Regulation (EU) 2022/2065 of the European Parliament and of the Council of 19 October 2022 on the single market for digital services and amending Directive 2000/31/EC (Digital Services Act).

4. GUARANTEE OF REFUND OF PURCHASE PRICE AND RETURN OF GOODS

4.1. The Operator provides the User with a Guarantee, i.e., the Operator undertakes to pay the User a refund of the purchase price (for the purposes of the Guarantee, purchase price means all monies to which the User is entitled to a refund from the Merchant), provided that the conditions for payment of the refund of the purchase price as set out below in these Marketplace Terms are met. The Guarantee applies only to Goods purchased under a Purchase Contract pursuant to Article 3.2. of these Marketplace Terms (i.e. a Purchase Contract concluded in the Heureka Marketplace mode).

4.2. The purchase price reimbursement Guarantee applies to any of the following:

4.2.1. The User, who is a consumer, has withdrawn from the Purchase Contract pursuant to Article 3.5.2. of these Marketplace Terms, and the Merchant has not refunded the purchase price to the User within 30 days of receipt of the withdrawal;

4.2.2. the User has received Goods under a duly concluded Purchase Contract which are different from the Goods under the Order, and the Merchant does not deliver the Goods which are in accordance with the Order within 30 days from the moment of the User's written reproof of this fact, nor does the Merchant refund the purchase price to the User;

4.2.3. the User has not received the Goods subject to the Purchase Contract on the basis of a duly concluded Purchase Contract and the Merchant has neither delivered the Goods within 30 days from the moment of being requested by the User to deliver the Goods nor refunded the purchase price to the User;

4.2.4. The User has rightfully and properly asserted a claim for defective performance of the Goods and the Merchant has unjustifiably failed to comply with this rightfully asserted claim, has not remedied the defects of the Goods according to the nature of the claimed defect, has not replaced the Goods or refunded the purchase price to the User.

4.3. The occurrence of a claim for reimbursement of the purchase price by the Operator is subject to the following conditions, all of which must be met at the same time:

4.3.1. The User meets any of the cases of Article 4.2. of the Marketplace Terms;

4.3.2. The User has filed a criminal complaint against the Merchant, or has contacted the administrative authority competent to deal with an offence or administrative offence and has delivered to the Operator a copy of the relevant criminal complaint or a copy of another submission, always stamped or similarly evidencing receipt of the criminal complaint or other submission by the competent authority;

4.3.3. the User has submitted a claim for reimbursement of the purchase price to the Operator through his/her user profile on the Portal (need to fill in and submit the relevant form), and has further demonstrated compliance with any of the conditions under Article 4.2. of the Marketplace Terms, in particular by delivering related electronic or documentary documentation to the Operator;

4.3.4. the User has not received a similar refund from another title (for another legal reason) or from another entity before receiving the refund of the purchase price from the Operator.

4.4. At the Operator's request, the User shall provide or complete all information related to the Order and the User's claims. Furthermore, the User is obliged to inform the Operator without undue delay of any new facts that may affect the assessment of the User's entitlement to performance under the Guarantee; Article 4.7. of the Marketplace Terms is not affected by this agreement.

4.5. In the event of fulfilment of the conditions pursuant to Article 4.2. and 4.3. of these Marketplace Terms, the Operator shall reimburse the User for the purchase price paid within 30 days from the moment of entitlement (i.e. from the moment when the User has proved to the Operator the fulfilment of the aforementioned conditions) to such reimbursement by the User. In case the User has made the payment of the purchase price in a non-cash form, the amount of the refund of the purchase price shall be sent to the User's bank account from which it was paid by the User to the Operator.

4.6. There is no limit to the amount of the refund of the purchase price paid by any online payment method within the Adyen System, including credit card payments. The amount of the refund of the purchase price paid by any other method is limited to a maximum of CZK 10,000 per Purchase Contract, but may not exceed a maximum of CZK 20,000 in aggregate per User per calendar year.

4.7. In the event that the User receives a refund of the purchase price from the Merchant or from another entity in the period between the legitimate claim for a refund of the purchase price and the receipt of the refund of the purchase price, the User shall immediately inform the Operator of this fact and, if applicable, immediately return the refund received to the Operator to the bank account of the Operator from which the refund was sent. The same applies in the case where the User has not withdrawn from the Purchase Contract and, after claiming the refund of the purchase price from the Operator, has received the Goods from the Merchant in accordance with the Order.

4.8. Notwithstanding the foregoing, the User shall not be entitled to a refund of the purchase price under the Guarantee if the User has made a claim for refund of the purchase price within 30 days prior to the date on which insolvency proceedings have been initiated against the relevant Merchant within the meaning of Act No. 82/2006 Coll., on bankruptcy and methods of its resolution (Insolvency Act). If the refund has already been paid, the User is obliged to return the refund upon the Operator's request within 7 days from the delivery of the request. However, this provision does not apply to cases where the insolvency petition against the relevant Merchant is rejected by the insolvency court or withdrawn by the insolvency petitioner itself.

4.9. Under the Guarantee programme, the User is entitled to withdraw from the Purchase Contract without giving any reason and return the Goods to the Merchant in their original intact packaging up to 3 months from the date of purchase of the Goods. For each Goods received in this way, the Merchant is entitled to 10% of the purchase price of the Goods in question. The Merchant shall invoice the Operator for the relevant amount on the basis of an invoice containing the order number, which shall be sent by post or email to: [email protected].

5. RIGHTS AND OBLIGATIONS OF THE MERCHANT

5.1. The Merchant is responsible for the accuracy of the data exported to the Portal and for the compliance of such data with the actual characteristics of the Goods and with the law. The Merchant undertakes to offer only Goods that comply with EU and Slovak legislation, in particular product safety regulations, and if the Merchant is a battery manufacturer, the Merchant undertakes to offer only batteries for which the requirements of the extended manufacturer's liability under the relevant regulations are met.

5.2. The Merchant shall keep the Order status up-to-date so that it is possible to determine the status of the Order at any time. If the Goods have been duly displayed on the Portal at the time the Order is placed, the Merchant is obliged to conclude a Purchase Contract with the User on the terms and conditions resulting from the Offer. If the Merchant does not inform the Operator about the execution of the Purchase Contract (i.e. neither about the delivery of the Goods nor about the withdrawal from the Purchase Contract, etc.) within 21 days from the conclusion of the Purchase Contract, the Purchase Contract shall be deemed to be duly concluded and executed.

5.3. The Parties agree that the Merchant shall be entitled to demand from the Users, in addition to the payment of the purchase price, also the payment of the costs of transportation of the Goods, unless otherwise agreed with the User in a particular case. The amount of the price for shipping of the Goods shall not exceed the price of shipping quoted by the Merchant for the same Goods on the E-shop website.

5.4. The Merchant acknowledges that it has all the rights and obligations of the seller under the Purchase Contract and that the Operator, as an intermediary of the sale, is not a party to the Purchase Contract. The Merchant undertakes to offer the Goods and conclude the Purchase Contracts through the Operator's Portal on terms and conditions that are in accordance with the Terms and the Special Terms and to comply with them in full. The aforementioned provisions of the Terms and Special Terms contain provisions that form an essential part of the Purchase Contract. In the event that the Merchant, through its E-shop, offers the Goods on terms different from those set out in the Terms or Special Terms (terms and conditions, complaints procedure, etc.), the Merchant undertakes not to apply such different terms and conditions when offering the Goods and concluding the Purchase Contract through the Portal, to the extent that they are in conflict with the Terms or Special Terms and the Contract. However, the provisions of separate terms and conditions of the Merchant which are more favourable to the User than the provisions of the Terms or Special Terms shall always apply to the relationship between the User and the Merchant. The provisions of the Contract, the Terms and the Special Terms are binding on the Merchant, the Merchant expressly agrees to them and undertakes to comply with them. If the Merchant applies its own terms and conditions to the Purchase Contracts to the extent that they do not contradict the Terms or the Special Terms within the meaning of this paragraph, the Merchant shall be obliged to send its own terms and conditions in text form as part of the Order confirmation.

5.5. The Merchant acknowledges that the Operator guarantees the payment of a refund of the purchase price to the User in cases pursuant to Article 4 of the Marketplace Terms.

5.6. If the Operator pays refunds of the purchase price to the User pursuant to Article 4 of the Marketplace Terms, the Merchant undertakes to pay the Operator an amount equal to the amount paid by the Operator to the User, based on the tax document delivered to the Merchant. The Merchant authorises Adyen to pay the Operator's claim against the Merchant in respect of the refund of the purchase price rightfully paid to the User, from the Merchant's Payment Account.  The condition for such payment is that at the time of the User's claim for payment of the amount of the purchase price refund, there are sufficient funds in the Payment Account for payment to the Merchant. The amount so paid shall be reduced by the Merchant's claim for payment of the purchase price of the Goods received in the Payment Account in favour of the Merchant.

5.7. The Merchant shall have access through the Administration Interface to a summary of payments received into the Payment Account. The Merchant has the possibility to sell Goods through the Portal by connecting to the API interface of the Portal. If the Merchant does not connect to the API interface of the Portal, some functions or conditions for concluding Purchase Contracts through the Portal may not be available to the Merchant or may be limited. A description of the functionalities, binding instructions and rules in case the Merchant is not connected to the API interface of the Portal can be found in the Help, section Registration and activation of the Heureka Marketplace and Order processing process. The exact specification of the Portal's API can be found in the Help, section Heureka Marketplace - API.

6. RIGHTS AND OBLIGATIONS OF THE OPERATOR

6.1. The Operator displays the Merchant's product Offers on the Portal and provides the Merchant with the opportunity to conclude Purchase Contracts with Users through the Portal in accordance with these Marketplace Terms in the categories in which the Operator supports the conclusion of Purchase Contracts. The Operator undertakes to provide maximum cooperation in solving technical difficulties of the Merchant arising in connection with the use of the Portal or other tools provided to the Merchant by the Operator on the basis of the Contract.

6.2. The Operator undertakes to ensure that the provider of the software platform on which the Portal is operated provides the Merchant with the information and technical support necessary for the proper connection of the E-shop with the Portal. In case the Merchant is interested in data transfers between the Operator and the E-shop via the API interface, the Merchant is obliged to make modifications to its E-shop on its own and at its own expense, the Operator will only provide the specification necessary to implement the API interface and any additional information, without being responsible for the correctness and success of the implementation of the API interface.

6.3. The Operator is not responsible for the content and accuracy of the information sent by the Merchant to the Portal, for its compliance with legal regulations, nor for any errors, inaccuracies or defective data in individual Offers caused by their transmission to the Portal by automated means. The Operator is obliged to remove any content that is unlawful or incompatible with its terms and conditions in accordance with Regulation (EU) 2022/2065 of the European Parliament and of the Council of 19 October 2022 on the single market for digital services and amending Directive 2000/31/EC (Digital Services Act). The Operator shall not be liable for any damage caused to the Merchant in connection with such action.

6.4. For each Merchant Offer, where the Adyen System allows, the Operator undertakes to offer Users the possibility to pay the price of the Goods according to the Offer through the Adyen System. In addition to the method of payment of the price of the Goods through Adyen, the Merchant is also entitled to offer payment by bank transfer, cash on delivery and cash on delivery to the carrier on the Portal. Payment of the price of the Goods through the Adyen System is provided directly by Adyen, and the Merchant uses this option at its own risk and in accordance with the terms and conditions set by Adyen. The Merchant acknowledges that the Operator is not responsible for the provision of this service.

6.5. Any changes to the Merchant's bank account may only be made upon a request from the Merchant sent from the Merchant's e-mail address to the Operator's address; the Operator is not obliged to respond to a request sent from an e-mail address other than the Merchant's e-mail address provided during Registration. The Operator reserves the right to verify the request for a change of bank account also by telephone or other means.

6.6. The Merchant acknowledges that the Operator is obliged, in accordance with Act No. 164/2013 Coll., on International Cooperation in Tax Administration, to collect information on all transactions made through the Heureka Marketplace, if the threshold of 30 transactions and/or the amount of EUR 2,000 in aggregate payments for Goods received from Users in one year has been exceeded for individual Merchants. According to Act No. 164/2013 Coll., on International Cooperation in Tax Administration, the Operator is obliged to collect and subsequently report the following information to the specialized tax authority:

• Name of the Merchant;
• the address of the registered office of the Merchant;
• a list of all tax identification numbers assigned, including for value added tax purposes, with the identification of the country that issued them;
• information on permanent establishments located in countries subject to the notification requirement;
• the identifier of the Merchant's bank account together with details of the holder of that account;
• the amount of commission paid to the Operator for transactions made through the Heureka Marketplace;
• the number of trades executed through the Heureka Marketplace;
• the aggregate of payments received from Users for trades executed through the Heureka Marketplace.

6.7. The Merchant shall provide the Operator with the cooperation necessary for the performance of its obligations under Act No. 164/2013 Coll., on International Cooperation in Tax Administration. If the Merchant fails to provide the necessary cooperation, despite having been notified twice by the Operator after the communication of the request for the provision of cooperation, the Operator must, pursuant to Act No. 164/2013 Coll., on International Cooperation in Tax Administration, terminate the Contract with the Merchant and prevent the Merchant from re-registering in the Heureka Marketplace program or fail to pay the Merchant payments from Users for the sale of Goods.

7. MERCHANT IDENTIFICATION

7.1. The Merchant acknowledges that Adyen is obliged, in accordance with the Anti-Money Laundering (AML) legislation, to carry out the Identification of individual Merchants who, with respect to the use of the Portal, accept price payments pursuant to Purchase Contracts through the Adyen System.

7.2. Until the Merchant Identification has been duly carried out, the Merchant is not entitled to request Adyen to disburse the funds received through the Adyen System to its bank account, and Adyen is not obliged to transfer such funds from the Payment Account. Further terms of Identification are set out in the Adyen Rules.

7.3. Identification under the Digital Services Act

7.3.1. The Merchant acknowledges that the Operator is obliged to carry out identification of individual Merchants in accordance with Regulation (EU) 2022/2065 of the European Parliament and of the Council of 19 October 2022 on the single market for digital services and amending Directive 2000/31/EC (Digital Services Act). For this purpose, the Merchant is obliged to provide the Operator with the following data, if relevant:

a) the name, postal address, telephone number and e-mail address of the Merchant;

b) a copy of the Merchant's identity document or other electronic identification as defined in Article 3 of Regulation (EU) No 910/2014 of the European Parliament and of the Council;

c) the Merchant's payment account details;

d) if the Merchant is registered in a commercial or similar public register, the commercial register in which the Merchant is registered and its registration number or equivalent means of identification in that register;

e) the self-certification of the Merchant, by which he undertakes to offer only products or services which comply with applicable Union law.

7.3.2. The Operator shall be entitled to assess the information provided, to verify it and, where appropriate, to ask the Merchant to provide supporting evidence from reliable sources.

7.3.3. The Operator is also entitled to carry out identification by third parties, in particular by Adyen.

7.3.4. The Merchant is responsible for the accuracy, completeness and timeliness of the information provided.

7.3.5. Until the identification of the Merchant has been properly carried out in accordance with Article 7.3.1. of the Marketplace Terms, the Merchant is not entitled to use the Portal to conclude Purchase Contracts.

7.3.6. If there is any doubt about the accuracy, completeness or timeliness of the data, the Operator is entitled to request the Merchant to correct it. If the Merchant fails to correct or complete the said information within 3 days of receipt of the request, the Operator shall suspend the Merchant's ability to conclude Purchase Contracts until the Merchant fully complies with the request.

7.3.7. The Operator shall keep the information obtained for a period of six months after the termination of the Contract with the Merchant concerned, unless the law provides for an obligation to keep the information longer.

7.3.8. The Merchant acknowledges that the Operator will make the information referred to in Article 7.3.1. a), d) and e) of the Marketplace Terms available to the public on the Portal.

7.3.9. The Merchant is entitled to file a complaint against the decision on not allowing or suspending the possibility to use the Operator's services.

7.3.10. The Merchant is entitled to resolve the complaint within the framework of the out-of-court complaint handling system within the meaning of Article 9 of the Terms and Conditions. The Merchant is entitled to file a complaint within 6 months from the date of notification of the decision.

8. COMMISSION AND PAYMENT TERMS

8.1. Operator's commission

8.1.1. The Merchant agrees to pay the Operator a Commission for individual Purchase Contracts concluded through the Portal. The amount of the Commission is set as a percentage of the purchase price of the Goods including VAT (excluding shipping costs) purchased by the User through the Portal.

8.1.2. The specific amount of the Commission is specified in the Pricelist. The Pricelist is subject to changes, about which the Operator informs the Merchants within the user interface, while the Pricelist valid at the time of sending the Order by the User is always decisive for the amount of the Commission, regardless of whether the Merchant has become familiar with the information about the change of the Pricelist or not. The information on the Commissions and the specific amount is retroactively available to the Merchant in its user interface always no later than after the end of the billing period.

8.1.3. The right to payment of the Commission shall arise for the Operator from all Purchase Contracts at the time of their conclusion. The Operator's right to the Commission shall expire in the case of Purchase Contracts for which the purchase price of the Goods has not been paid by the User to the Merchant and in the case of consumer contracts for which the User has exercised the right to return the Goods and withdraw from the contract without stating a reason pursuant to Section 1829 et seq. of the Civil Code (within 14 days of receipt of performance) or under the terms of the Guarantee. The Merchant is obliged to inform the Operator about those Purchase Contracts for which the purchase price has not been paid or from which the Users have withdrawn without giving any reason, not later than within 3 calendar days from the date of withdrawal of the Merchant (for non-payment of the purchase price) or the User from the Purchase Contract. The Operator's Commission will be reduced by the relevant amount and, if already paid, the Commission for the following billing period will be reduced. If the Merchant does not inform the Operator of the termination of the entitlement to the Commission under this paragraph even within 3 months of the termination of the entitlement, its right to a refund of the Commission shall cease.

8.2. Settlement of the Commission

8.2.1. The billing period for the purposes of payment of Commission to the Operator shall be the calendar month. The Commissions from all Purchase Contracts concluded by the Merchant shall be settled for the billing period.

8.2.2. The Operator shall issue an invoice to the Merchant for an amount equal to the aggregate of the Commissions to which it is entitled for the billing period no later than the 5th working day of the calendar month following the billing period in question, with a due date of 14 days. Commissions will generally be paid by offset against the Merchant's claim for payment of amounts received in payment of purchase prices from Users in accordance with the Adyen Rules.

8.3. Adyen automatically pays the amounts received to the Payment Account once a week to the Merchant's bank account. Further terms and conditions are set out in the Adyen Rules.

8.4. If the User justifiably claims a payment with his/her bank or with Adyen (due to misuse of the means of payment, payment account or due to non-receipt of the Goods), Adyen is obliged to compensate the User for the damage so incurred from the funds in the Payment Account and for this purpose to block the Merchant's funds in this Payment Account up to the amount of the claimed payment. In such a case, the Operator is entitled to request from the Merchant the supporting documents for the claimed transaction, to examine such supporting documents and, if necessary, to forward them to Adyen or the User's bank. The User undertakes to provide the Operator with all requested cooperation necessary to clarify the circumstances of the claim. If the validity of the claim is confirmed, Adyen shall refund the corresponding amount to the User.

8.5. In the event that at the moment of the Operator's obligation to return the claimed amount to the User, there are insufficient funds in the Payment Account, the Merchant is obliged to compensate the Operator for the damage so incurred, not later than within 3 days from the date of receipt of the Operator's request for such compensation. The Operator is entitled to set off any monetary claims the Merchant has against the Operator against this claim for compensation.

9. LIABILITY FOR DAMAGES, CONFIDENTIALITY

9.1. Liability for damages

9.1.1. The Merchant shall be liable to the Operator for damages incurred by the Operator in connection with a breach of a Purchase or similar agreement concluded between the Merchant and the User. Furthermore, the Merchant shall be liable to the Operator for damages incurred in connection with the breach of the Contract and these Marketplace Terms, in particular in connection with the breach of the obligation to identify according to Article 7, the obligation to provide the User with the performance in accordance with the Purchase Contract, or to return the purchase price to the User. The Merchant shall also be liable to the Operator for damages incurred by the Operator in connection with the application of sanctions by third parties and caused by the Merchant's failure to comply with the terms and conditions under the law, the Contract or these Marketplace Terms. The terms of liability for damage caused in connection with the use of the Adyen System are set out in the Adyen Rules.

9.1.2. The Operator shall be liable for damage caused by its culpable breach of its obligations under the Contract or the Marketplace Terms. However, the Operator shall not be liable for lost profits or damages caused by the Merchant, the User or any third party. The sum of the total amount of damages paid by the Operator to the Merchant or User for all breaches of obligations arising from the Contract or from the Marketplace Terms shall not exceed CZK 50,000 in aggregate in respect of any one injured party.

9.2. Duty of confidentiality

9.2.1. The contracting parties undertakes to observe the obligation of confidentiality with regard to any information concerning the Operator or the Merchant which comes to its attention in connection with the Contract and which is not public or the nature of which does not imply that it should be disclosed. In particular, the Parties are obliged not to disclose such information to third parties, not to use it for their own benefit or for the benefit of third parties other than as permitted by the Contract or the Marketplace Terms, and to take all available measures to comply with these obligations. This obligation shall continue even after termination of the Contract. For the avoidance of doubt, it is stated that the Operator is entitled, as a member of the Heureka Group, to disclose or otherwise make confidential information available also to other companies belonging to the Heureka Group. In the event of a breach of the obligations under this paragraph, the party to whom the information relates is entitled to a contractual penalty of CZK 20,000 for each individual case of breach.

10. PROCESSING OBLIGATIONS BETWEEN THE MERCHANT AND THE OPERATOR

10.1. For the duration of the Contract, the Merchant enters into the following processing obligations with the Operator in accordance with EU Regulation 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (hereinafter referred to as "GDPR").

10.2. In accordance with Article 28(3) of the GDPR, the Merchant, as data controller, authorises the Operator, as data processor, to process the personal data of the Users, namely:

• information about Orders and purchased Goods,
• Users' identification data,
• Users' contact details,
• information on payment for the purchased Goods (i.e. abbreviated credit card number showing the first 6 and last 4 numbers, name or name of the credit card owner, IP address of the User, purchase price or other amount paid),
• and other additional information in connection with Orders placed on the Heureka Marketplace by Users in relation to the Merchant,

for the purposes of collecting, administering and submitting User Orders to Merchant and maintaining records of transactions for Merchant.

10.3. The Operator shall process personal data for the Merchant to the extent necessary to ensure the performance of its obligations under the Contract and only on the basis of documented instructions from the Merchant. If the Operator believes that the Merchant's instruction is unlawful, the Operator shall notify the Merchant and, until the lawfulness of the Merchant's instruction is proven, the Operator shall be entitled to refuse to execute the instruction. The Operator shall take into account the nature of the processing when processing personal data.

10.4. The Operator does not transfer personal data to a third country or an international organisation unless it is required to do so by the legislation applicable to the Operator or it is a transfer of personal data to sub-processors within the meaning of Article 10.5. of the Marketplace Terms. In the event of a transfer of personal data to a third country or an international organisation that has not yet been notified to the Merchant, the Operator shall inform the Merchant of such legal or contractual requirement prior to processing, unless the law prohibits such notification for important reasons of public interest.

10.5. The Operator shall be entitled to engage any of the companies belonging to the Heureka Group and information or other technology providers to process Personal Data for the purpose of fulfilling the Operator's obligations under the Contract, including cloud storage, internal communication services, e-mailing services, project services and data management services, a current list of which shall be provided by the Operator upon the Merchant's request. The Merchant also grants the Operator general consent to involve other personal data processors (sub-processors) in the processing of personal data. The Operator shall notify the Merchant of intended changes concerning the persons of sub-processors well in advance. The Merchant is entitled to object to such changes. Unless the Merchant expressly notifies the Operator within 14 days from the date of such notification that it does not agree to the involvement of the sub-processor, the Merchant agrees to the involvement of the sub-processor.

10.6. The Operator shall ensure that the persons involved in the processing of personal data have undertaken to maintain confidentiality or are subject to a legal obligation of confidentiality.

10.7. These processing obligations are without prejudice to the Operator's authorisation to independently process Users' personal data in the capacity of a data controller in accordance with the document Personal Data Protection on the portals of Heureka Group a.s.

10.8. The Merchant declares that the Operator, as a personal data processor, processes only the necessary personal data. These data are adequately secured on the part of the Operator in accordance with Article 32 GDPR.

10.9. The processing of the User's personal data by the Operator as a personal data processor for the Merchant as a personal data controller ends with the termination of the Contract.

10.10. In the event of termination of the Contract or termination of the processing of personal data pursuant to this Article 10 of the Marketplace Terms, the Operator shall delete the processed personal data within 30 days of termination, unless legislation requires longer retention of personal data; this does not apply if the Operator has the right to process personal data as a personal data controller in accordance with the document Personal Data Protection on the portals of Heureka Group a.s.

10.11. The Operator has adopted and maintains appropriate technical and organisational measures to prevent unauthorised or accidental access to, alteration, destruction or loss of personal data, unauthorised transfers, other unauthorised processing or other misuse of personal data.

10.12. In the event that the Operator becomes aware of a breach of security of personal data processed by the Operator under these processing obligations during the term of the Contract, the Operator shall notify the Merchant of the personal data breach without undue delay after becoming aware of it. The Operator shall notify the Merchant by sending a notification to the email address provided by the Merchant to the Operator. Thereafter, without undue delay after Operator becomes aware of the personal data breach, Operator shall notify Merchant in the same manner of a description of the personal data breach, including, if applicable, the categories and approximate number of data subjects affected, the approximate number of personal data records affected, and a description of the likely consequences of the personal data breach.

10.13. The Merchant shall be fully responsible for handling requests to exercise the rights of data subjects in relation to personal data processed by the Operator under these processing obligations. If a data subject's request regarding the processing of personal data within the Heureka Marketplace pursuant to these processing commitments is made to the Operator (in particular, a request from the data subject to change or correct an email address, etc.), the Operator will process the request; this does not apply if:

• the assistance of the Merchant is required to process the request; or
• the processing of the request would require disproportionate effort by the Operator, or
• the request will be aimed at exercising the data subject's rights beyond the scope of the Heureka Marketplace (for example, if it is a general request from the data subject to erase all personal data processed),

in such cases, the Operator will forward the received request to the Merchant for processing.

10.14. The Operator will allow the Merchant to audit the technical and organisational measures implemented by the Operator to protect personal data after a notification sent to the Operator's data box with at least 30 working days' notice. The Merchant is entitled to request an audit only on working days between 9:00 a.m. and 5:00 p.m. If the audit date proposed by the Merchant is not convenient for the Operator, the Operator is entitled to reject the proposed date and propose a new date. The cost of the audit shall be borne by the Merchant.

10.15. The Operator and the Merchant undertake to provide each other with all other necessary cooperation and supporting documents for the performance of their obligations related to the processing of personal data under these processing obligations, in particular in the performance of obligations arising from the security of personal data processing, in the performance of audits, in the assessment of the impact of processing on the protection of personal data, in prior consultation with the supervisory authority and in the implementation of requests for the exercise of the rights of data subjects. In the event that the Operator is required to provide extraordinarily extensive assistance, which shall be understood as assistance with a complexity beyond the assistance normally provided, the Operator shall be entitled to calculate and request reimbursement of the costs associated with the provision of such assistance; the Operator shall also be entitled to request reimbursement of the associated future costs prior to the commencement of such assistance.

10.16. The Operator and the Merchant undertake to inform each other of all circumstances relating to the processing of personal data pursuant to these processing obligations without undue delay after becoming aware of them (in particular, of any inspections or other proceedings initiated by public authorities in connection with the processing of personal data). In the event that administrative, judicial or other similar proceedings are initiated in connection with the processing of personal data pursuant to these Processing Undertakings, the Operator and the Merchant undertake to provide each other with the cooperation necessary for the successful conduct of such proceedings.

10.17. Further conditions of personal data processing are regulated in the document Personal Data Protection on the portals of Heureka Group a.s.

11. SUSPENSION OF SERVICES, TERMINATION OF CONTRACT

11.1. In addition to the general grounds for Restriction, Suspension or Termination set out in Article 3 of the Terms and Conditions, the Operator is entitled to suspend the possibility of selling the Merchant's Goods through the Portal in the event of,

11.1.1. the Merchant ceases to comply with any of the conditions for the conclusion of the Contract set out in Article 2.1.1. of the Marketplace Terms - the suspension lasts until the deficiencies are remedied, and/or

11.1.2. the Merchant has provided false, incomplete or inaccurate information as part of the identification process of the Merchant - the suspension lasts until the deficiencies are corrected; and/or

11.1.3. the Merchant has committed any of the acts listed in Article 11.5.1. of the Marketplace Terms (material breach of the Contract) - the suspension lasts until the deficiencies or defective conduct are corrected; and/or

11.1.4. other cases specified in the Contract or in these Marketplace Terms, and/or

11.1.5. the Merchant has committed any other act that can be described as a material breach of the Contract within the meaning of Article 2002, paragraph 1 and paragraph 2 of Act No. 89/2012 Coll., Civil Code, and if the Operator has not withdrawn from the Contract, the suspension shall continue until the deficiencies or defective conduct have been remedied.

11.2. The Merchant is obliged to notify the fulfilment of the conditions for the resumption of the possibility to sell the Goods through the Portal and to request the Operator to resume.

11.3. Suspension of the possibility to sell Goods through the Portal for the reasons set out in Article 11.1.1. of the Marketplace Terms is not a defect of performance or breach of the Contract and the Operator is not liable for any damage caused by such suspension.

11.4. The Merchant is also entitled to request the Operator by e-mail to temporarily suspend the possibility of selling Goods through the Portal, especially in case of insufficient sales capacity, temporary interruption of the E-shop, etc. Suspension according to this article is possible for a maximum period of 1 month, while one E-shop can be suspended no more than 3 times per calendar year.

11.5. Methods of termination of the Contract

11.5.1. In the event of a material breach of obligations under the Contract by the Merchant, the Operator may terminate the Contract. A material breach of the Contract by the Merchant shall be deemed to be in particular:

• Repeated delays in the shipment of the Goods compared to the deadline according to Article 3.3.6. of the Marketplace Terms,
• offering the Goods on the E-shop website in violation of the parity clause pursuant to paragraph 3.9. of the Terms and Conditions,
• offering used Goods in violation of Article 5.4.6. of the Terms and Conditions,
• violation of legal regulations related to the sale of Goods,
• refusal to identify or provide necessary information or cooperation or failure to update such information,
• delay of the Merchant in paying any amounts to the Operator in respect of commissions or refunds paid under the Guarantee for more than 15 days,
• unavailability of the Merchant's contact details for more than 10 days, where unavailability shall be deemed to include both a completely non-functional contact and a lack of response to the Operator's communication from the Merchant for the aforementioned period,
• failure to provide assistance in accordance with Article 6.7. of the Marketplace Terms;
• if the Merchant has not concluded any Purchase Contract through the Heureka Marketplace for more than 1 month.

11.5.2. The Merchant is entitled to terminate the Contract without giving any reason by giving 1 week's notice. The notice period starts on the day on which the written notice is delivered to the other party.

11.5.3. The Operator is entitled to terminate the Contract also in electronic form by sending the withdrawal to the Merchant's e-mail address. The Operator is entitled to withdraw from the Contract for reasons of legal certainty, or, alternatively, to cancel the Contract. The Merchant shall deliver the notice or withdrawal to the Operator at the Operator's address.

11.5.4. Any obligations of the Merchant in relation to the Users, which arose during the term of the Contract, shall remain in force after the termination of the Contract.

11.5.5. In the event of termination of the Contract by any means, the Merchant shall immediately instruct Adyen to pay all funds received in its favour via the Adyen System to the Payment Account that have not been paid to it by the time of termination of the Contract.

11.6. The Operator shall notify the Merchant of the decision to suspend the possibility of selling Goods through the Portal or to terminate the Contract, together with the reasons therefor, by means of an e-mail sent to the e-mail address indicated in the Portal. The decision shall be effective upon its delivery.

11.7. The Merchant is entitled to lodge a complaint against the decision to suspend the possibility to sell the Merchant's Goods through the Portal or terminate the Contract within 6 months from the date of notification of the decision. The Merchant is entitled to resolve the complaint within the framework of the out-of-court complaint handling system within the meaning of Article 9 of the Terms and Conditions.

11.8. If the Merchant does not agree with the decision or if the complaint submitted in accordance with Article 11.7. of the Marketplace Terms is not resolved, the Merchant is entitled to refer the matter to an out-of-court dispute resolution body. The entity authorized to resolve disputes between the Operator and the Merchant is any entity certified for out-of-court dispute resolution by the Slovak Telecommunications Office. Unless otherwise provided by law, the Operator shall cooperate with the certified dispute resolution entity. Decisions issued by certified out-of-court dispute resolution entities are not binding on the Operator. The procedure for requesting out-of-court dispute resolution is not specified at this time.

11.9. If the Merchant operates more than one E-shop, the suspension of the possibility to sell Goods through the Portal or the termination of the Contract may apply to only one of them.

12. FINAL PROVISIONS

12.1. The rights and obligations not regulated by these Marketplace Terms are governed by the Terms and the Special Terms to the extent that they do not conflict with these Marketplace Terms, including the terms used and their interpretation, as well as generally binding legislation of Slovakia, in particular the Civil Code, Act No. 480/2004 Coll. on certain information society services and Regulation (EU) 2022/2065 of the European Parliament and of the Council of 19 October 2022 on the single market for digital services and amending Directive 2000/31/EC (Digital Services Act).

12.2. The rules for the implementation of unilateral changes to these Marketplace Terms by the Operator are set out in Article 5.1. of the Terms. A change to the Pricelist by the Operator is not a change to these Marketplace Terms and the rules for making unilateral changes to the Marketplace Terms do not apply to such changes.

12.3. These Marketplace Terms shall take effect on August 1, 2025.