1.1.1. The Operator of the PayU System is PayU S.A., tax ID number: 779-23-08-495, registered office: Grunwaldzka 186, 60-166 Poznan, Poland, office in the Czech Republic: Na Strži 61a, 140 00 Prague 4, entered in the Business Register maintained by the District Court in Poznan – Nowe Miasto i Wilda in Poznan, 8th commercial department of the National Court Register under number KRS 0000274399, registered capital: PLN 4,944,000, paid up in full.

1.1.2. PayU operates the PayU System based on a license from the Polish Commission for Financial Market Supervision (Komisja Nadzoru Finansowego) for the activities of a payment institution, number IP 1/2012, in accordance with which it can provide payment services. The body performing supervision of the Operator in accordance with the Act on Payment Systems is the Commission for Financial Market Supervision (Komisja Nadzoru Finansowego), registered office: Plac Powstańców Warszawy 1 00-030 Warsaw, Poland.

1.1.3. Contact details for PayU:

1.2.1. Based hereon, a Retailer uses the Portal (the Heureka.cz or Heureka.sk Internet portal), on which it offers its Goods or services, concludes purchase contracts with Users and, through the Operator, accepts payments of purchase prices for goods or services paid for through the PayU System.

1.2.2. With regard to the special nature of payment services that PayU provides and the duties of PayU to entities using payment services and providing individual Payment Methods, the Operator and PayU issue these Rules, which are binding on all Retailers to which Users pay the purchase price of goods or services purchased through the Portal using PayU. These Rules are part of the Special Terms and Conditions for Use of Portal in accordance with Article 1.2.2 of the Terms and Conditions of Use of Heureka Portal, available at https://heureka.group/sk-en/terms-and-conditions/terms-and-conditions-of-use-of-heureka-portal/ (hereinafter the “Terms and Conditions”), which apply to the relationship between a Retailer and the Operator to the extent to which the Rules do not provide otherwise. The interpretation of terms in accordance with Article 1.3 of the Terms and Conditions applies to these Rules, unless the Rules designate a different term and define its interpretation.

1.3.1. Administrative Interface – administrative interface specified in more details in the Basket TaC;

1.3.2. AML Act – Act on Selected Measures against Money Laundering and Financing Terrorism;

1.3.3. Authorization Limit – the maximum monetary amount of one transaction that a Retailer is entitled to perform without authorization;

1.3.4. Retailer’s Bank – the financial institution with which a Retailer has an account designated in the registration form for the purpose of accepting payments of purchase prices;

1.3.5. Card Holder – a User, i.e. a buyer that pays for goods or services ordered over the Portal using a Payment Card;

1.3.6. Retailer’s e-mail Address – the Retailer’s contact e-mail address agreed in the Contract;

1.3.7. Identification – identification of a Retailer, which PayU is obligated to perform under the conditions stated in the AML Act;

1.3.8. Card Association – the MasterCard International, Visa International and Diners Club International card associations;

1.3.9. Rules – these Rules for Use of PayU Payment System for Purpose of Paying Prices of Goods on Heureka;

1.3.10. Basket TaC – the Business Terms and Conditions for the Heureka shopping basket, available at https://heureka.group/sk-en/terms-and-conditions/business-terms-and-conditions-for-heureka-marketplace/;

1.3.11. Partner – a bank or other financial institution, including the center for authorization and billing with which PayU co-operates when processing payments using the PayU System;

1.3.12. PayU – PayU Czech Republic s.r.o., precisely specified in the contact details above in Article 1.1., operating the PayU System;

1.3.13. Payment Gate – an Internet authorization platform for the acceptance of payment cards operated by a licensed processing institution disclosed by PayU to Users based on a Contract through which Customers input the data necessary to make a payment by a Payment Card, where the Payment Card is secured using 3D Secure technology;

1.3.14. Payment Card – a card issued by a Credit Association enabling the holder to make cashless payments for goods and services in the Internet environment;

1.3.15. Payment Method – a specific payment method through which a User can pay for goods and services offered over the Portal using the PayU system. Individual Payment Methods, with the exception of ordinary bank transfers, include a solution as part of the PayU System agreed by PayU with the various Partners;

1.3.16. Payment Account – a virtual payment account with PayU for Heureka as part of the PayU System that Heureka is entitled to use over the Administrative Interface and in which PayU records payments of individual Transactions booked in favor of a Retailer;

1.3.17. Bank Platform – a technical interface of a Processing Bank’s system enabling communication between the Bank’s system and the GPE Payment Gate;

1.3.18. Authorized Worker – an employee or external PayU worker stated in a Contract or determined in the manner stated in a Contract, authorized by PayU to provide support to Retailers and communicate with them in connection with the use of the PayU System;

1.3.19. PSP – payment services provider or payment facilitator, i.e. an entity that can, based on co-operation with the bank, offer and provide a payment card acceptance service;

1.3.20. Contract – a contract on co-operation governing the parties’ rights and duties on the sale of goods and services through the Heureka Portal and using the PayU System to settle the price of goods and services, concluded between the Operator and a Retailer in accordance with the Basket TaC;

1.3.21. Deduction of Monetary Amount – reduction of the amount that, based on a Contract, the Operator is obligated to pay to a Retailer by the amount of the Operator’s receivables from the Retailer due to compensation for damage resulting from a breach of the Contract by the Retailer or due to a duty to return the amount of the Transaction to the User; the Operator is only entitled to deduct a lump-sum monetary amount from a Retailer’s Payment Account in the cases and under the conditions expressly stated in the Contract or the Basket TaC;

1.3.22. PayU System – an online payment gateway administered by PayU, offering the option of several Payment Methods;

1.3.23. Transaction – a set of operations performed using the PayU System or the systems of individual Partners for the purpose of a User making a payment for goods or services of a Retailer offered over the Portal;

1.3.24. Card Issuer – a bank or other financial institution that is entitled to issue Payment Cards and that is a member of a Card Association;

1.3.25. Processing Bank – a bank with which PayU has an agreed co-operation contract on the acceptance of Payment Cards;

1.3.26. APS – the Polish Act on Payment Services dated 19 August 2011.

1.4.1. A Retailer uses the PayU System to accept payments made by Users based on purchase contracts concluded with Users through the Portal, but it is not in a direct contractual relationship with PayU. These Rules govern the rights and duties of a Retailer related to the fact that it uses the PayU System. A condition for use of the PayU System by a Retailer is the conclusion of a Contract with the Operator.

1.4.2. These Rules apply to all Retailers that have concluded a Contract. If the Contract or the Basket TaC contain provisions different to these Rules, the provisions of the Contract have priority.

1.5.1. The full performance of Identification by a Retailer is a condition so that the Retailer can use the PayU System through the Operator for the purposes of accepting payments of purchase prices paid by Users. The conditions of Identification are set in the Basket TaC.

2.1.1. The Retailer takes note that for the operation of the PayU System, PayU uses the products and systems offered and supplied by individual Partners. PayU is therefore obligated to ensure compliance with the terms and conditions of the use of the PayU System with the conditions of use of the products and systems of the individual Partners. For this purpose, PayU is entitled to unilaterally amend the text of these Rules in the manner stated in Article 8.1.3 of the Rules.

2.2.1. Operations performed by PayU as a part of the PayU System are not banking operations. All transactions are set and performed only in the Czech currency (Czech koruna, CZK) or in Euros (EUR).

2.2.2. All funds in a PayU bank account into which PayU is entitled to accept the payments from a Retailer’s Users are, in accordance with the APS, kept separate from other PayU funds that are not the subject of Transactions. Such funds cannot be used for a purpose other than paying individual Retailers or returning them to Users. In the event PayU becomes insolvent, the Retailer’s protection applies to the funds in accordance with the relevant provisions of the APS. In the event the bank providing the Payment Method becomes insolvent, the cash is protected in accordance with Section 41f of Act No. 21/1992 Coll., on Banks.

2.2.3. Individual Payment Methods are available through the PayU System and a current list of them is available on the Portal’s website at http://www.payu.cz/platebni-metody-pro-e-shopy; the Operator performs their selection, activation and any deactivation.

3.1.1. A Retailer is not entitled to offer goods or services whose offering or sale is in conflict with legal regulations through the Portal. If PayU or the Operator ascertains that a Retailer is offering goods or services through the Portal whose sale or provision is prohibited by legal regulations or that conflicts with PayU’s principles or the requirements of Partners or Card Associations, such as, in particular:

In the event that PayU suffers damage as a consequence of the sale of goods or services specified in this article, the Retailer is obligated to compensate PayU in full for such damage. The Retailer is obligated to check compliance with the duty stated in this article of the Rules in an ongoing fashion.

3.1.2. The Retailer is obligated to retain documents on the provision of goods or services to a User (delivery bills or delivery slips in the case of physical delivery), data about the User, including a record of communication with him/her and data about his/her IP address in the case of electronic delivery, in the event of the provision of a service in the form of remote communication, the date and time of the communication with the User, the precise designation of the User and a record of communication (if possible), all for a period of no less than 18 months after the provision of the goods or services. The Retailer is obligated to provide the Operator or PayU with such documents if so requested.

3.1.3. After the completion of a Transaction and the sending of the goods or the provision of a service to the User, the Retailer is obligated to issue the User with a tax document containing all the requisites required by the legal regulations.

4.1.1. The PayU System can be used solely for processing Transactions executed on the Portal, for goods and services that a Retailer offers through the Portal.

4.1.2. PayU will commence the processing of Transactions performed using the Portal, if their content and function has been successfully verified for PayU by an Authorized Worker of PayU; or reservations will be communicated by telephone or in writing to a Retailer (also electronically by e-mail).

4.2.1. If a User pays cash in favor of a Retailer through the PayU System and if all operations required by Partners take place properly, including positive authorization by a Partner, a Transaction obtains “completed” status. The completion of the input of a payment order in accordance with the proposed Payment Method is regarded as being the authorization of a Transaction by the User in accordance with Section 98 of the APS. The acceptance of an order by the User’s bank or Card Issuer is regarded as being the moment of acceptance of a payment order. The User is not entitled to rescind a payment order from the moment of its acceptance by its bank or Card Issuer. Funds are made available to the Operator in the Payment Account from the moment their status changes to “completed”, which the Operator is always informed of, as follows:

The time periods stated above in this article start at the time all operations requested by the Partners are performed, as specified on their websites and as necessary for the execution of a Transaction. All deadlines for the performance of payment transactions in accordance with the APS are met by PayU at the moment funds are credited to the Payment Account. The receipt of positive authorization replies from the system Partner is a condition for a Transaction obtaining “completed” status. If a negative authorization reply is obtained for a Transaction by PayU, the Operator will promptly be informed of this fact by the aforementioned deadlines and the Transaction will be designated by the relevant status giving the reason for its non-completion.

4.2.2. Based on an agreement between the Operator and PayU, the Operator is obligated to inform the Retailer through the Administrative Interface of the current status of the individual Transactions, in particular the fact that a Transaction has obtained “Completed” status or that PayU received a negative authorization reply for the Transaction and, based on a Retailer’s request input for the Operator in the manner agreed in a Contract, to instruct PayU to transfer the Transaction funds from the Payment Account to the Retailer’s bank account input during the conclusion of a Contract.

4.2.3. In the case of payments made by ordinary bank transfer, a Transaction obtains “completed” status and the Retailer is informed of this fact through the Administrative Interface. The Retailer is obligated to send the goods or provide the services that are paid for through the Transaction by a User or (in accordance with the specific nature of the goods or services) to enable the User to draw or use them in another manner, promptly after the Transaction obtains “Completed” status.

4.2.4. If a Retailer, for any reason, returns a payment made by a User using a Payment Card to the User, the Retailer is obligated to return this payment by cashless transfer from the Retailer’s bank account stated in the Contract, solely as a credit to the Payment Card the User used to pay for the goods or services. PayU is not entitled to return payments to a User in cash, even in the event of the personal return of the goods at the Retailer’s place of business.

4.2.5. A Retailer has the option of returning only part of a payment made (that has “Completed” status) to a User; in such cases Article 4.2.4 applies as appropriate. Even in the event of the return of part of a payment made, the Retailer is not entitled to the return of the commission or an aliquot part thereof or other monetary performance of the Retailer agreed in a Contract.

5.1.1. PayU is entitled to refuse to process a payment made by a specific User, in particular:

5.1.2. PayU is entitled to limit access to the PayU System for a Retailer, in particular:

5.1.3. The taking of the measures stated in Article 5.1.1 and 5.1.2 are not a defect of the PayU System and are not regarded as a shutdown in accordance with Article 5.2.

5.2.1. PayU is obligated to arrange the ongoing maintenance of the PayU System and the hardware or software necessary for the full operation of the PayU System. In this context, PayU is entitled to temporarily remove the relevant server from operation or fundamentally limit its operation in a material manner (shutdown).

5.2.2. PayU will perform shutdowns in particular in the evening or at night (from 19:00 to 06:00) or on non-business days.

5.2.3. Neither PayU nor the Operator guarantees constant and uninterrupted access to the Administrative Interface or the constant and uninterrupted functionality of the PayU System. PayU is, however, obligated to make efforts that can justly be required of it to ensure that the processing of payments in the PayU System takes place on time.

5.3.1. 5.3.1. The personal data of Retailers that are individuals using the System are processed by PayU in accordance with the relevant legal regulations, including the relevant provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC. The details of personal data processing by the Operator of the Portal, including the rights of affected persons, are described in the document Privacy Protection on Heureka Portal.

5.3.2. PayU processes and uses a Retailer’s contact details solely for the purpose of communication with the Retailer, this data is not disclosed or provided to third parties, with the exception of:

5.3.3. In the event that PayU obtains from the Operator the personal data of a Retailer or its authorized persons in connection with identification in accordance with the AML Act or in cases where it is required by a contract concluded between the Retailer and PayU, PayU is obligated to handle such data as confidential information and store them only for the duration of the contract with PayU for the purpose of later proof that it performed identification in the proper manner.

5.3.4. The personal data of Users can be disclosed to PayU by a Retailer exceptionally and only as a one-off, only in a case where a complaint is being dealt with in accordance with Article 7.1; PayU only processes the data for the period the relevant complaint is being dealt with.

5.3.5. PayU hereby declares that it processes personal data in accordance with the relevant legal regulations on personal data protection.

5.3.6. Every data subject is entitled to request from PayU an explanation or request the removal of personal data from PayU’s databases and systems, if he believes that PayU is processing his personal data in conflict with a Contract (if he is also a Retailer) or legal regulations.

6.4.1. To arrange, through a Processing Bank, the performance of authorization of a Transaction, i.e. verification of whether a Payment Card is valid at the moment of the Transaction, whether it is not blocked or whether it is on the list of Payment Cards designated for retention and whether the Card Holder has sufficient funds in his bank account to settle the Transaction;

6.4.2. To perform the settlement of executed Transactions, reduced by the amount of commissions for the operation of the Payment Gate into PayU’s Payment Account with a Retailer as a part of the PayU System;

6.4.3. To enable a Retailer to perform Transactions in CZK and EUR; the Retailer’s bank account for the payment of Transaction amounts from the Payment Account must be in the currency in which the Transaction is performed; if a User makes a payment from an account maintained in a currency other than CZK or EUR, the performance of the settlement into the Retailer’s Payment Account will use for the conversion the “deviza” purchase exchange rate of the Processing Bank from the day the Transaction is processed by the Processing Bank; in the event that the currency of a Transaction and the currency of the Retailer’s bank account for the acceptance of payments from the Payment Account are the same, no conversion is performed.

6.4.4. To make data about settled Transactions available to the Operator in the Administrative Interface in accordance with this Article 6;

6.4.5. To notify the Operator of a decision of the Processing Bank on the legitimacy of a complaint made by the Payment Card Holder, Payment Card Issuer or Card Association;

6.4.6. Not to pay a Retailer the Transaction amount under a specific purchase contract concluded using the Portal in the event that a certain payment took place under conditions not complying with the provisions of this Article 6, or in the event that a Payment Card Holder, Card Issuer or Card Association makes a complaint against the Transaction and the Processing Bank or PayU find the objection legitimate, following prior discussion with the Retailer, or in the event a Retailer breaches any duty resulting from this Article 6 of the Rules or if there is a suspicion of any other fraudulent conduct by the Retailer during the acceptance of Payment Cards;

6.4.7. To stop the performance of Transactions for a specific Retailer to an extent concerning acceptance of Payment Cards if a Processing Bank or Card Association makes a request for the exclusion of this Retailer’s Transactions from the provision of the Payment Card acceptance service.

6.5.1. To promptly contact the Operator and return the monetary amount received in full in the event the Retailer is not able, for any reason, to deliver the goods or provide the services and is not able to provide PayU with a document of acceptance of the goods corresponding to the User’s order;

6.5.2. To provide the Operator with the co-operation necessary to ensure the User is provided with the following information, through the Portal by the offer of goods or in another manner: a) the full name (personal name or trading name) of the Retailer (not the P.O. box); b) the address, telephone number, e-mail address, information concerning a place performing the role of customer center; c) a detailed description of the goods offered for sale; d) the price of goods or services (if the price is stated in a foreign currency, the Retailer is also obligated to state the price in CZK); e) information about the option of making a payment by payment card;

6.5.3. To notify PayU in writing or electronically sufficiently in advance of all changes that could have an influence on the full performance of this Article 6 of the Rules, in particular changes to the organizational and legal form of the Retailer and its ownership structure, changes to the name (trading name) of the Retailer and its registered office (entered in the Commercial Register) and real headquarters, changes to the types of goods and services offered;

6.5.4. To inform PayU or the Operator promptly of the start of insolvency proceedings, if appropriate, or about the submission of an application for the start of insolvency proceedings, the subject of which is the bankruptcy or impending bankruptcy of the Retailer; in the event of a breach of this duty, the Retailer is liable to PayU in full for damage arising in this context;

6.5.5. At the request of PayU or the Operator, to pay, in full and on time, all outstanding amounts resulting, in particular, from legitimate complaints of Users, Card Issuers or Card Associations, and any and all fines and other contractual penalties that are billed by Card Associations as a consequence of a breach of duties by the Retailer to a Processing Bank and subsequently by the Processing Bank to PayU, or that are stipulated for PayU by a Processing Bank, if the duty to pay them arises due to a breach of the Retailer’s duties stipulated by these Rules.

6.6.1. The Retailer notes that the Operator and PayU are bound by the result of authentication and authorization of a Transaction and are not authorized to accept Transaction payments that were not authorized and authenticated by a Card Issuer.

6.6.2. The Retailer is not entitled to authorize a third party to exercise the rights and duties under this Contract.

6.6.3. The Retailer is liable for a breach of the Contract, including liability for damage suffered by PayU as a consequence of complaints by a Payment Card Holder, Card Issuer or Card Association. Any receivable due to compensation for damage will be paid by the Retailer to PayU within 15 days of the receipt of the request for payment, unless such a receivable is paid by setting off against a receivable of the Retailer due to the payment of funds accepted by the Operator into the Payment Account (deduction of monetary amount).

6.7.1. PayU is entitled to suspend the provision of the Payment Card acceptance service at the instruction of a Processing Bank or Card Association, if an excessive quantity of complaints is made against a Retailer, if a Retailer starts to offer some of the excluded goods or services without the Operator’s consent, if a Retailer does not perform any Transactions in accordance with this Article 6 of the Rules for more than six calendar months or in the event of the start of insolvency proceedings against a Retailer.

6.7.2. A Contract to the extent of the provision of the Payment Card acceptance service in accordance with this Article 6 terminates at the moment of termination of the contract on co-operation between a Processing Bank and PayU based on which PayU is entitled to provide the Payment Card acceptance service or at the moment of termination of the authorization of the Processing Bank to process Transactions made using Payment Cards. This provision has the nature of a termination condition.

7.1.1. The User is entitled to complain about a Transaction executed using the PayU System directly to the bank that issued him/her the relevant Payment Card or to another provider of payment services whose Payment Method PayU offers (in particular mobile operators providing m-Payments – unless stated otherwise below in this article, these entities are jointly termed a “bank”). The User can, for example, complain that he has not received the ordered goods or services or that he did not receive them without defects or that the amount was illegitimately deducted twice from his account. In the event of such a complaint, the bank is entitled to request information and documents from PayU about the Transaction in question and it is also entitled to unilaterally deduct funds from PayU’s Payment Account in an amount corresponding to the Transaction, including the relevant charges or commissions, unless PayU proves to it that the delivery of goods or provision of services was in accordance with a contract concluded through the Portal between the Retailer and the User.

7.1.2. With regard to the duties of PayU and the rights of Users and the bank specified above in Article 7.1.1, a Retailer is obligated to provide PayU with all the necessary co-operation, in particular it is obligated to provide PayU with all the relevant information about the Transaction performed to which the User’s complaint and the bank’s request concern and the Retailer is also obligated to provide the following documents concerning the relevant Transaction to PayU within 3 days of the receipt of its request, in particular: a) the tax document issued to the User containing all the requisites in accordance with Act No. 235/2004 Coll., on value added tax, in particular the precise identification of the User; b) a copy of the confirmation of the sending of the goods or a confirmation of the provision of the service ordered or other similar documents through which it documents that the provision of the goods or services by the Retailer was in accordance with the contract concluded with the User, including documents on the provision of goods or services to a User in accordance with Article 3.1.2; c) identification data of the User that ordered the goods or services that are the subject of the complaint.

7.1.3. A Retailer is, for the purpose of any provision of documents requested in connection with dealing with a complaint of a User, obligated to store such documents for at least 24 months after the date the Order is processed. The Retailer is also obligated to ensure that, based on the delivery of its goods or services ordered through the Portal, documents with the requisites stated in Article 7.1.2 were issued.

7.1.4. A Retailer takes note that banks or Card Issuers will stipulate a period that is usually not more than ten (10) days for the clarification of a Transaction and complaint by a User. If a Retailer does not, through the Operator, provide PayU with the information and documents stated in Article 7.1.2 within ten (10) days of the date as of which it was called on to do so in writing, PayU is entitled to unilaterally deduct funds from the Payment Account, including any charges, penalties or other payments. PayU is also entitled to unilaterally deduct funds from the Payment Account if, despite the timely provision of information and documents by the Retailer, it comes to light that a User’s complaint was legitimate. Under these conditions, the Operator is entitled to not pay the Retailer, from the Payment Account, an amount corresponding to the amount deducted by PayU. The Operator is always obligated to justify and document the deduction of funds for a Retailer.

7.2.1. A Retailer is liable to the Operator for damage that the Operator suffers in connection with the making of claims due to a breach of these Rules or the Basket TaC by PayU, due to a breach of a purchase or similar contract concluded between it and a User or due to a breach of the Identification duty in accordance with the Basket TaC.

7.2.2. PayU is liable to a Retailer, in particular, for compliance with the deadlines for the provision of funds that are the subject of a Transaction to the Retailer in accordance with Article 4.2.1 and for incorrectly performed or unauthorized transactions in accordance with the APS.

7.2.3. PayU is not liable for delays, the non-performance of or errors in Transactions that were caused by circumstances that PayU could not fully have foreseen, prevented or influenced, or for damage caused in such a manner.