1. Subject matter and scope
   These General Terms and Conditions (“GTC”) apply to all contracts between Notino, s.r.o. (“Notino”) and the customer (“Advertiser”) for Retail Media Services, as described below.
   
   

2. Definitions
   2.1 "Ad" refers to content such as banners, moving image content or other advertising material that is placed or to be placed on Online Media for the Advertiser, whether by Notino or by the Advertiser itself via the Platform.
   2.2 "Auction" means the automated, real-time auction process operated within the Platform by which the placement of Ads on Online Media is determined, as further described in Section 4.
   2.3 “External Website or other External Media” means websites or other online media which are not operated by a company within Notino Group
   2.4 “Notino Group” means Notino and all entities that are directly or indirectly controlled by, control, or are under common control with Notino, within the meaning of Sections 74 et seq. of Act No. 90/2012 Coll., on Commercial Companies and Cooperatives (the Czech Business Corporations Act), as amended.
   2.5 “Online Media“ means individual websites operated by members of Notino Group, as listed at notino.com.
   2.6 "Platform" means the website operated by a third-party service provider engaged by Notino, via which Ad campaigns may be created and managed. The basic functionalities of the Platform and a description of the available Ad formats are set out at https://retailmedia.notino.com/.
   2.7 "Retail Media Services" or "RMS" means the marketing services to be provided by Notino to the Advertiser on the terms agreed in the RMS Agreement as well in the individual contracts on provision of RMS executed on the basis of RMS Agreement. They include, in particular, (i) the provision of access to the Platform and advertising space on Online Media for the placement and delivery of Ads, and (ii) if so agreed, the creation, management and operation of Ad campaigns by Notino for the Advertiser (turnkey Ad campaign service).
   2.8 "RMS Agreement" means the framework agreement concluded between Notino and the Advertiser pursuant to Section 3.2, setting out the general terms and conditions governing the provision of RMS to the Advertiser, including the scope, pricing and other commercial terms of the RMS, and on the basis of which the Advertiser may conclude individual contracts for the provision of specific RMS with Notino.
   2.9 “Spend” means the total financial amount attributable to all billable actions (as determined in the RMS Agreement or in the Platform, such as Ad impressions and Ad clicks) that occurred in connection with the Advertiser’s Ad campaigns set up on the Platform during the relevant contractual period (for example, the total of all applicable cost-per-click charges incurred each time a user of an Online Medium clicks on an Ad promoting the Advertiser’s products or an Ad impression is served).
   2.10 "Wallet" means the electronic wallet set up by Notino for the Advertiser within the Platform pursuant to Section 8.1, serving as a credit account from which the prices of RMS are drawn or against which the Spend is recorded. Each Advertiser can have multiple Wallets set up in the Platform.
   2.11 Unless otherwise defined in these GTC or in the RMS Agreement or in the contract on provision of RMS, all technical terms commonly used in the digital advertising industry and used in these GTC (including, without limitation, “Ad impression”, “Ad click”, “click rate”, “cost-per-click”, “CPM” and “viewability”) shall have the meanings ascribed to them in the applicable standards, guidelines and measurement frameworks published by the Interactive Advertising Bureau (IAB), as amended from time to time.
   
   

3. Commencement of contractual cooperation and usage of Platform
   3.1 Prior to commencing any cooperation under which Notino undertakes to provide RMS to the Advertiser, the parties shall conclude the RMS Agreement.
   3.2 RMS Agreement between Notino and Advertiser is generally concluded as follows: The Advertiser, based on a non-binding proposal by Notino, makes an offer to Notino to conclude agreement on such proposed terms. Notino may accept this offer, in which case the RMS Agreement is concluded. The rights and obligations of the parties shall be governed, unless explicitly stated in the RMS Agreement otherwise, by these GTC.
   3.3 Upon conclusion of the RMS Agreement, individual RMS shall be provided on the basis of individual contracts concluded under the RMS Agreement. Depending on the scope agreed therein, such contracts may be concluded either via the Platform or outside the Platform.
   3.4 Where RMS are to be provided via the Platform, the individual contract on provision of such RMS is concluded upon the Advertiser's creation of an Ad campaign in the Platform. Under such contract, the Advertiser may create and manage Ads within the Ad campaign using the Platform's functionalities. The placement of such Ads on Online Media shall be subject to the Auction mechanism set out in Section 4.
   3.5 Unless otherwise agreed between the parties, the subject matter of a contract concluded outside of the Platform shall be the provision by Notino of advertising services to the Advertiser, including the creation, management and operation of Ad campaigns for the Advertiser (a turnkey Ad campaign service), in accordance with the terms agreed between the parties. The conclusion of such contract requires text form. The requirement of text form is satisfied by email correspondence. The contract can be incorporated into the RMS Agreement.
   3.6 In case of any discrepancy between the terms and conditions of an individual contract set out in Section 3.4 or 3.5 and these GTC, the terms and conditions of such individual contract shall prevail, regardless of whether the contract was concluded via the Platform or outside the Platform.
   3.7 The Platform is provided, and contracts on provision of RMS can be concluded only in English language, unless agreed otherwise by the parties.
   3.8 Before the Advertiser can use the Platform, Notino shall create a user account for the Advertiser based on data provided by the same. Prior to the creation of such user account, the Advertiser shall designate a contact person responsible for matters relating to access to the Platform and shall provide Notino with the contact details of such contact person (including name and e-mail address) by e-mail. Notino shall not be obliged to create a user account for the Advertiser until the contact details of the designated contact person have been received by Notino. Notino shall notify the Advertiser by e-mail once the user account has been created. If, at the time of creating such user account, Notino already provides the Advertiser with other retail media services and maintains a user account for the Advertiser in connection with such services, Notino shall also transfer the data contained in that existing user account to the new user account required to access the Platform. The Advertiser’s use of the Platform shall be governed by these GTC.
   3.9 The Advertiser is obliged to maintain accurate, up-to-date, and complete details in its user account. Failure to do so may result in the Advertiser’s inability to access the Platform, conclude contracts on provision of RMS and obtain RMS or Notino’s cancellation of the Advertiser’s account.
   3.10 The Advertiser is required to keep login data (pins or passwords) for its user account secret. The Advertiser is not entitled to allow third parties to use their user account. As soon as the Advertiser is aware or has reason to believe that a third party is accessing its login data or otherwise gained or may gain access to their user account, the Advertiser is obliged to notify Notino about this fact immediately. Upon receipt of such notification, or upon becoming aware of any suspected unauthorized use, security breach or misuse of the account through its own monitoring or otherwise, Notino is entitled to block the user account and to suspend or terminate any active Ad campaigns associated with such user account until clarification of the issue.
   3.11 The Advertiser is liable to Notino for all actions which are carried out using the Advertiser’s user account, including any misuse, unless the Advertiser is not responsible for such misuse.
   3.12 After creation of the Advertiser’s user account in accordance with Section 3.8, the Advertiser may, with the exception of turnkey Ad campaign service, create individual Ad campaigns in the Platform as follows:
   3.12.1 To create an individual Ad campaign, the Advertiser shall initiate the campaign creation process in the Platform, select the type of campaign, provide the information required for the creation of the campaign and establish a marketing budget for such Ad campaign. The marketing budget established for each individual Ad campaign constitutes the maximum total amount of Spend that may be incurred in connection with such Ad campaign. Each billable action occurring in connection with the Ad campaign shall reduce the available budget by the corresponding amount. Once the budget has been fully exhausted, the Ad campaign shall be automatically paused or concluded by the Platform. The Advertiser may increase the budget for an active Ad campaign at any time via the Platform, subject to availability of sufficient credit in the Wallet. Notino shall not be liable for any non-delivery of Ads resulting from the exhaustion of the budget or insufficient credit in the Wallet.
   3.12.2 The Advertiser acknowledges that the activation of an Ad campaign on the Platform may be subject to a delay of up to twenty-four (24) hours following its creation. The activation of an Ad campaign may also be subject to prior approval by Notino. In such case, the Ad campaign shall not become active until Notino has granted its approval. Notino shall not be liable for any loss or damage arising from such delay or from the withholding of approval.
   3.12.3 The Advertiser may view all its Ad campaigns via the Platform. Except for a turnkey Ad campaign service, the Advertiser may also manage its Ad campaigns via the Platform, including pausing any Ad campaign created by the Advertiser at any time.
   3.13 Notino has sole discretion to determine which RMS may be ordered via the Platform, including the specifications of Ad Campaigns and the applicable attribution models. Notino may, at any time, modify, suspend or discontinue any RMS offered through the Platform.
   3.14 Ads created via the Platform must not contain any link to any External Website or other External Media. The Advertiser shall ensure that the Ads provided by it do not contain such link to any External Website or other External Media.
   3.15 Notino reserves the right to suspend Ad campaigns if Ads are flawed or incorrectly positioned, e.g., if advertising material is positioned in the wrong product category or contains incorrect links.
   3.16 It is the Advertiser’s responsibility to verify and ensure that a sufficient stock of products promoted via the Ads is available for sale by Notino. If a product promoted via an Ad is not in stock (e.g. it is sold out), the corresponding Ad shall not be displayed for the duration of such stock unavailability.
   3.17 If the Advertiser does not intend to create any new Ad Campaigns on the Platform during the following three (3) months, the Advertiser shall notify Notino of such intention in writing no later than two (2) months before the beginning of the relevant three-month period. Failure to provide such notification shall not affect Notino’s rights under the RMS Agreement but may be considered by Notino when planning advertising capacity and allocating advertising space on Online Media.
   3.18 If the Advertiser is an agency, the agency acts in its own name and for its own account, i.e. not in the name of its customers. Insofar as the contract does not stipulate for which Advertiser the agency intends to procure the media services, the agency shall be obliged to inform Notino of the name of the Advertiser prior to execution of the contract. Upon request by Notino, the agency shall be obliged to provide proof of its commissioning without delay. The agency shall not be entitled to use RMS for an Advertiser other than the agreed Advertiser or the Advertiser named by the agency. Notino reserves the right to reject any specific Advertiser named by the agency, at its sole discretion and without being obliged to state reasons, by notifying the agency in writing. If Notino rejects a specific Advertiser pursuant to this Section, the agency shall not be entitled to use the Platform or any RMS for the purposes of such rejected Advertiser.
   3.19 The Advertiser is not entitled to assign rights under the contract to third parties. Advertisers, except for agencies (pursuant to Section 3.18), are not entitled to allow any third parties to use the RMS or the Platform for any purposes.
   3.20 If the Advertiser allows its employees or contractors to access the Platform, the Advertiser shall ensure that such persons are duly informed of all relevant obligations relating to the use of the Platform and the user account and that they will comply with such obligations. Any failure by such employees or contractors to comply with such obligations shall be attributable to, and the sole responsibility of, the Advertiser.
   3.21 Advertisers intending to promote products in the sexual wellness product category are permitted to place such Ads exclusively within that product category. The Platform is configured to enforce this restriction accordingly.
   
   

4. Auctions
   4.1 The placement of Ads on Online Media is determined by an automated, real-time Auction process operated within the Platform. In each Auction, the available advertising placement on the relevant Online Medium is allocated to the Advertiser whose bid for the applicable billable action (such as an Ad impression or an Ad click) is the highest among all competing bids submitted for that placement at the relevant time, subject to the Ad scoring criteria described below. Each such billable action constitutes a spend event; the aggregate of all spend events incurred during the relevant contractual period constitutes the Spend within the meaning of Section 2.
   4.2 The Auction is conducted automatically and continuously in real time. An Ad shall remain displayed at the relevant placement for so long as the Advertiser’s bid remains the highest qualifying bid for that placement. If another Advertiser submits a higher qualifying bid for the same placement, the previously displayed Ad shall be replaced by the Ad associated with the higher bid, without prior notice to the Advertiser whose Ad is being replaced. Notino shall not be obligated to inform the Advertiser that its Ad has been replaced by a competing Ad or to disclose any information regarding competing bids.
   4.3 The outcome of the Auction is not determined solely by the amount of the bid. The Platform also takes into account an Ad quality and relevance score (the “Ad Score”), which is calculated by the Platform on the basis of criteria including, without limitation, the expected click-through rate, the relevance of the Ad to the applicable product category and other quality signals, as further described in the Platform’s documentation. The final ranking in the Auction is determined by a combination of the bid amount and the Ad Score. Notino reserves the right to modify the Ad Score methodology at any time without prior notice to Advertisers.
   4.4 The Platform may offer the Advertiser the option to purchase a preferred placement arrangement (a “Preferred Deal”). Where an Advertiser has purchased a Preferred Deal for a particular advertising placement or product category, the Platform shall apply a preferential weighting to such Advertiser’s bid in the Auction, thereby increasing the probability that such Advertiser’s bid will be evaluated as the highest qualifying bid for the relevant placement. The scope, pricing and specific terms of each Preferred Deal shall be as set out in the Platform or as otherwise agreed between Notino and the Advertiser. A Preferred Deal does not guarantee that the Advertiser’s Ad will be displayed at any particular time, position or frequency; it only enhances the Advertiser’s competitive position in the Auction relative to bids that are not supported by a Preferred Deal. Notino reserves the right to determine, modify or discontinue the availability and terms of Preferred Deals at any time at its sole discretion and without prior notice to Advertisers.
   4.5 The Advertiser acknowledges and agrees that: (i) Notino does not guarantee that any Ad will be displayed at any particular time, position or frequency, regardless of the bid amount; (ii) the Advertiser has no claim against Notino arising from the non-display or replacement of its Ad as a result of the Auction; and (iii) all information relating to the Auction, including bid amounts, Ad Scores and the identity of competing Advertisers, is confidential and shall not be disclosed to the Advertiser, provided, however, that Notino shall be entitled to access, analyse and use such information internally (including information relating to other Advertisers) for the purpose of creating, managing, optimising and reporting on turnkey Ad campaign services provided to the Advertisers pursuant to Section 3.5.
   
   

5. Delivery of Ads, Usage and Ownership of Data
   5.1 Notino does not guarantee the delivery of any specific number of Ad impressions, Ad clicks or other billable actions. The volume of RMS actually delivered depends on the Ad campaign’s budget, the outcome of the Auction and the availability of advertising space on Online Media.
   5.2 Notino shall not owe delivery of the Ads (i) on a specific Online Medium, at a specific position of an Online Medium or on a specific date or (ii) in the directly visible area of an Online Medium (first screen), unless the Parties have expressly agreed on this in the contract. In the event of changes to media formats or their positioning, Notino may replace agreed media formats, their functionalities or positioning with other media formats, functionalities or positioning with the same overall volume.
   5.3 An Ad campaign shall run for the period set in the Platform or until the budget allocated to such Ad campaign has been fully exhausted, whichever occurs first. Upon expiry of the campaign period or exhaustion of the budget, the Ad campaign shall be automatically concluded or paused by the Platform. If the budget is exhausted before the end of the campaign period, the Advertiser may extend the Ad campaign by increasing the budget in accordance with Section 3.12.1. If the Campaign Period expires before the budget is exhausted, any unused portion of the budget may be used in accordance with the last sentence of Section 8.6.
   5.4 If the contract provides for retargeting measures, Notino shall only be liable for the attempt to reach users who have visited an online offer with an advertising medium provided by Notino again with Ads. Notino shall not be liable for the success of retargeting measures; information in the contract on the success sought in this respect shall not be binding.
   5.5 Notino shall have a right to shift the delivery date of the Ad campaign. In addition, Notino may shift or cancel the agreed delivery date if an Online Medium on which the Ads are to be placed is not available on the agreed delivery date or if timely delivery is not possible for technical reasons that lie outside Notino’s area of responsibility.
   5.6 Notino may use the services of third parties to fulfil its contractual obligations.
   5.7 If, under the contract, Notino is to provide data on customers of the Notino Group or third parties for use for advertising purposes, the Advertiser is only entitled to process such data to the extent expressly permitted by the contract. In particular, data provided for a specific campaign must not be used for another campaign. Any use not expressly permitted by Notino is prohibited. The foregoing restrictions on the Advertiser shall not limit Notino’s right to access, analyse and use any data available within the Platform (including data relating to other Advertisers’ campaigns, bidding activity, Ad Scores, click rates, conversion metrics and audience behaviour) for the sole purpose of creating, managing, optimising and reporting on turnkey Ad campaign services provided to the Advertisers pursuant to Section 3.5; such use by Notino shall be subject to Sections 5.8 and 12 of these GTC. Notino is entitled to check the processing of the data by the Advertiser. At the request of Notino, the Advertiser shall provide Notino with comprehensive and accurate information about the scope of processing and shall allow Notino to audit the systems used by the Advertiser to the extent necessary (remotely or on-site) after giving reasonable advance notice, whereby Notino shall give due consideration to confidentiality interests and data protection. Notino may have the audit performed by an auditor bound to secrecy. The Advertiser shall provide the necessary cooperation services and make the systems used accessible to the extent required. If an audit reveals processing of the data in breach of the contract, the Advertiser shall bear the reasonable costs of the audit; in addition, Notino may terminate any and all contracts with the Advertiser as well as RMS Agreement with immediate effect upon written notice to the Advertiser.
   5.8 Where Notino provides a turnkey Ad campaign service to the Advertiser pursuant to Section 3.5, Notino shall be entitled to access, analyse and use any data generated by or available within the Platform, including, without limitation, bidding data, Ad Scores, click-through rates, conversion rates, impression volumes, audience behaviour metrics, category-level performance benchmarks and competitive positioning data, for the following purposes in connection with such turnkey Ad campaign service:
   (a) optimising the Advertisers’ Ad campaigns, including bid management, budget allocation, audience targeting, creative recommendations and scheduling;
   (b) preparing reports, analytics and strategic recommendations for the Advertiser relating to the performance of its Ad campaigns and the competitive landscape within the relevant product categories on Online Media; and
   (c) any other purpose directly related to the creation, management and operation of the Advertiser’s turnkey Ad campaigns.
   5.9 Notino shall not grant the Advertiser direct access to data of other Advertisers stored in the Platform. Any insights derived from such and communicated to the Advertiser shall be presented in a manner that does not disclose the identity of, or any Confidential Information (within the meaning of Section 12) directly attributable to, any individual competing Advertiser, unless such competing Advertiser has given its prior written consent to such disclosure. The Advertiser shall use any information received from Notino pursuant to this Section 5.9 solely for its own internal campaign-planning purposes and shall not disclose such information to any third party. Notino’s use of the data under this Section shall at all times comply with applicable data protection laws and, in particular, shall not result in the disclosure of personal data of users or visitors of Online Media to the Advertiser, except as expressly agreed in writing by the parties.
   5.10 All data generated within, collected by or processed through the Platform in connection with the provision of RMS (including, without limitation, Platform Data, campaign configuration data, bidding data, Auction results, Ad Scores, performance metrics, audience behaviour data, impression and click data, conversion data, reporting data and any aggregated or derived data) shall be owned exclusively by Notino, or, as the case may be, by the provider of the Platform. The Advertiser shall have no ownership rights, proprietary interest or intellectual property rights in or to any such data. During the term of the RMS Agreement, the Advertiser shall be entitled to access and view, via the Platform, campaign performance data and reporting relating to its own Ad campaigns, solely for the Advertiser’s own internal business purposes. Such access shall constitute a limited, non-exclusive, non-transferable, revocable licence and shall not create or imply any ownership or proprietary right in favour of the Advertiser. For the avoidance of doubt, nothing in this Section 5.10 shall affect the Advertiser’s ownership of the Advertiser Content (as defined in Section 6.7) provided by the Advertiser to Notino.
   5.11 Without prejudice to the specific rights set out in Sections 4.5, 5.7, 5.8 and 5.9, Notino shall be entitled to access, collect, aggregate, analyse and otherwise use any data generated within, collected by or processed through the Platform in connection with the provision of RMS (including, without limitation, campaign configuration data, bidding data, Auction results, Ad Scores, performance metrics, click-through rates, conversion rates, impression volumes, audience behaviour data, category-level benchmarks and any aggregated or derived data) for the following purposes: (a) developing, improving, enhancing and optimising the Platform and RMS, including its Auction algorithms, Ad Score methodology, targeting capabilities, reporting functionalities and other features; (b) creating, managing, optimising and reporting on Ad campaigns of any Advertiser, whether provided as a turnkey Ad campaign service pursuant to Section 3.5 or otherwise; (c) generating benchmarks, analytics and market insights for use in connection with the provision of RMS to any Advertiser; and (d) any other purpose directly related to the provision, operation and improvement of the Platform and the RMS. Any use of data by Notino pursuant to this Section 5.11 shall be carried out using aggregated or pseudonymized data to the extent reasonably practicable and shall at all times comply with applicable data protection laws and the confidentiality obligations set out in Section 12. Notino shall not disclose to any Advertiser Confidential Information (within the meaning of Section 12) directly attributable to any other individual Advertiser as a result of such use, unless such other Advertiser has given its prior written consent to such disclosure.
   5.12 The third-party service provider operating the Platform (as defined in Section 2.6) may have access to data generated within, collected by or processed through the Platform in connection with the provision of RMS (including, without limitation, Platform Data and data relating to any Advertiser’s Ad campaigns, such as campaign configuration data, bidding data, impression and click data, conversion data, audience behaviour data and other performance metrics). The third-party service provider operating the Platform shall be entitled to use such data only for the following purposes: (i) providing, operating, maintaining and technically supporting the Platform; (ii) developing, improving and enhancing the Platform and the services offered through or in connection with the Platform; (iii) fraud prevention, detection and mitigation; and (iv) measurement, analytics and reporting in connection with the delivery and performance of Ads. The third-party service provider operating the Platform shall not disclose, transfer or otherwise make available any such data to any third party, except to the extent strictly necessary for the provision of the Platform and the services contemplated under these GTC and the relevant contracts on provision of RMS. Any use of data by the third-party service provider operating the Platform pursuant to this Section 5.12 shall at all times comply with applicable data protection laws and the confidentiality obligations set out in Section 12.
   
   

6. Advertising material
   6.1 The Advertiser shall provide Notino with, or as the case may be, upload into the Platform, all Ads and other advertising materials required for the Ad campaign, complete, error-free and in accordance with the terms of the relevant contract, at the Advertiser's own expense.
   6.2 In the case of a turnkey Ad campaign service, the Advertiser shall provide Notino with all materials and information required for the creation of the Ads no later than ten (10) working days before the agreed start date of the Ad campaign, unless otherwise agreed between the parties.
   6.3 The Advertiser shall ensure that all Ads comply with the technical specifications, content guidelines and other requirements communicated to the Advertiser by Notino from time to time, including via the Platform and the RMS Agreement. Notino may update such specifications, guidelines and requirements at any time and shall notify the Advertiser of any material changes. The Advertiser is solely responsible for reviewing and adhering to such requirements prior to submitting or uploading any Ads. Non-compliance with the foregoing requirements shall entitle Notino to reject the Ads or to suspend the relevant Ad campaign in accordance with these GTC.
   6.4 The Advertiser must provide the Ads free of viruses or other sources of damage.
   6.5 If the Advertiser fails to provide the Ads or other required materials in a timely manner or in full, this shall not relieve the Advertiser of its obligation to pay the agreed remuneration. Notino shall not be liable for any failure to deliver or any reduction in the scope of an Ad campaign resulting from the Advertiser's failure to provide the required materials. In the case of a turnkey Ad campaign service, if the Advertiser fails to provide all materials necessary for the creation of the Ads by the deadline set out in Section 6.2, Notino may, at its sole discretion, either (i) extend the delivery period by a reasonable time corresponding to the delay, or (ii) deliver the Ad campaign to the extent possible with the materials provided, without any reduction in the agreed remuneration.
   6.6 The Advertiser grants Notino a non-exclusive, worldwide right to use, reproduce, modify, distribute, make available to the public and otherwise exploit the Ads provided by the Advertiser, to the extent necessary for the performance of the relevant contract, for the duration of such contract. The license includes the right to sublicense the Ads to subcontractors, service providers and other third parties engaged by Notino in connection with the provision of RMS. All intellectual property rights required for the use of the Ads in accordance with this Section, including copyrights, trademark rights and ancillary rights, shall be deemed included in the license granted hereunder.
   6.7 The Advertiser shall ensure and warrant that all content, creatives, images, graphics, text, data, video, links, trademarks, branding features and other materials provided by or on behalf of the Advertiser to Notino and/or to the Platform (collectively, "Advertiser Content"), including the Ads, and any website, landing page or other digital property or content to which the Ads link:

• the Advertiser has the right to provide such Advertiser Content without infringing any rights of any third party, including, without limitation, copyrights, related rights, trademark rights and other intellectual property rights, and that Notino and/or its subcontractors may use the Advertiser Content in accordance with the contract free of any third-party rights;

• clearly and unambiguously show the advertising character;

• do not contain content that glorifies violence or war, pornographic, is harmful to minors, racist, inciting hatred or contemptuous of human beings;

• do not contain propaganda or signs of unconstitutional organizations;

• do not incite to commit a criminal offence, incite racial hatred or advertise for a terrorist organization;

• are not anti-competitive;

• do not contain defamatory statements or representations;

• do not contain any other illegal content, content that is obscene, or content that is generally likely to harm the reputation of Notino or any other company within Notino Group, and do not give access via hyperlinks to any property containing such material;

• are designed to be accessible in accordance with Directive (EU) 2019/882 on the accessibility requirements for products and services (European Accessibility Act) and its implementation in the respective country in which the campaign is implemented, so that they can be experienced by all users, including persons with disabilities, without disproportionate difficulty;

• comply with all applicable laws, statutes, statutory instruments, regulations, and advertising and marketing codes of practice, as well as with Notino's advertising guidelines and supply partner guidelines as notified by Notino from time to time;

• as long as Ads have been generated or materially manipulated using artificial intelligence, they are clearly disclosed, labelled, marked or otherwise identified as AI-generated or AI-manipulated to the extent required by applicable law, including Regulation (EU) 2024/1689 (the EU Artificial Intelligence Act), in particular Article 50 thereof, and any implementing, supplementary or successor legislation.

• the Advertiser shall not provide any personal data, confidential information or any other data, nor disclose or share any information in violation of third-party contracts, unless it has the right to do so in accordance with all applicable laws and regulations;

• the Advertiser has the right to provide or give access to any data used in connection with the RMS without infringing any rights of any third party or individual according to all applicable laws; and
  6.8 In the event of a breach of the foregoing warranties or obligations, the Advertiser shall indemnify Notino and other affected companies within Notino Group against all claims of third parties, including governmental authorities, asserted by such third parties against Notino and/or other affected companies within Notino Group for use of the Ads in accordance with the contract and the websites or other content linked thereto, and shall bear the costs and expenses (including reasonable legal fees) incurred by Notino and/or other affected companies within Notino Group as a result of such claims of third parties. In addition, any breach of the foregoing warranties or obligations shall constitute a material breach of the impacted contract on provision of RMS, and Notino shall be entitled to withdraw from such contract with immediate effect upon written notice to the Advertiser. Notino and/or other companies within Notino Group will not acknowledge such third-party claims or enter into a settlement thereof with the third party without the consent of the Advertiser, which consent may only be withheld by the Advertiser for good reason. This indemnification obligation does not apply if the Advertiser is not responsible for the infringement. Possible claims for compensation for further damages remain unaffected.
  6.9 Notino shall not be obligated to check the Ads provided by the Advertiser before or after delivery and shall in particular not be liable for the legality of their content.
  6.10 If there is reasonable suspicion that Ads and other advertising materials provided by the Advertiser, websites linked to them or other content contains illegal content or infringes the rights of third parties, Notino may reject them or suspend their delivery until a legal clarification has been made or the suspicion can be dispelled in another way. Reasonable suspicion exists in particular if a third-party requests Notino or a company within Notino Group to refrain from further placement of the advertising, with the claim that the advertising is illegal or infringes the rights of third parties, unless the request is clearly unfounded as Notino´s discretion. Notino will immediately inform the Advertiser of the rejection or interruption, stating the reasons.
  6.11 If Ads do not comply with the applicable specifications or the agreed design or if they violate any of the above assurances, Notino shall be entitled to reject them or to stop the Ad campaign already in progress.
  6.12 Notino may mark the Ads as advertising, e.g. with additions such as “Advertisement”, “Advertising”, “Sponsored” or “Sponsored”, and/or spatially separate them from any editorial content, in particular if the Ads provided by the Advertiser are not sufficiently clearly recognizable as advertising.
  6.13 If, in the opinion of Notino, it is necessary for the delivery of the Ads, Notino may modify the Ads with regard to size, format and technical specification, insofar as this is reasonable for the Advertiser, taking into account the interests of Notino.
  6.14 During the term of the campaign, the Advertiser is obligated to ensure the retrievability of the websites and documents to which the Ads of the campaign link in accordance with the current state of technology. If disruptions occur in the linking for which the Advertiser is responsible, Notino may suspend delivery of the Ads for the duration of the disruption.
  6.15 The availability and functionalities of the Platform and the Online Media may be temporarily restricted or limited, whether due to planned maintenance, capacity constraints, security measures, technical malfunctions, connection failures, hardware or software errors, or the actions of third parties not attributable to Notino (such as viruses or denial-of-service attacks). Notino shall use reasonable efforts to inform the Advertiser in advance of any planned restrictions. Any such restrictions, limitations, disruptions or interruptions shall not establish any rights or claims of the Advertiser against Notino, including any right to a reduction in remuneration, damages or termination of the contract.
  6.16 Where the Advertiser has concluded a contract for a turnkey Ad campaign service pursuant to Section 3.5, the creation of Ads shall form part of Notino’s obligations under such contract. Unless the parties have expressly agreed on a fixed fee for the creation of Ads in the relevant contract, the Advertiser shall pay Notino reasonable compensation for the creation of Ads based on actual time and effort incurred by Notino. Notwithstanding the fact that the Ads are created by Notino, the Advertiser shall bear exclusive legal responsibility for the content and legality of such Ads in accordance with the provisions of this Section 6.
  6.17 If the Advertiser fails to perform its duties to cooperate in whole or in part, the obligation of Notino to perform those services that cannot be performed without the Advertiser’s cooperation or that can be performed only at disproportionate additional expense shall be suspended for the duration of the failure to perform. The Advertiser shall bear any additional expenses caused by failure to perform duties of cooperation in accordance with the contractually agreed prices or, insofar as the contract does not contain any express provisions in this regard, on the basis of reasonable hours or daily rates according to expenditure. The Advertiser shall also reimburse Notino for out-of-pocket expenses. Notino’s statutory rights of termination or rescission shall remain unaffected.
  6.18 Upon termination of the RMS Agreement, the relevant contract on provision of RMS or the Advertiser’s access to the Platform, the Advertiser shall promptly remove any software code, tags, pixels or similar technologies provided by or used by Notino or the Platform from the Platform. Also, Notino has in such case a right to remove any software code, tags, pixels or similar technologies provided by or used by Notino or the Platform from the Online Media.

7. Early termination of Ad campaign
   7.1 The Advertiser shall be entitled to prematurely terminate any ongoing Ad campaign in the Platform at any time. If, at the time of such premature termination, any unused portion of the marketing budget allocated to the terminated Ad campaign remains, the Advertiser shall manually transfer such remaining budget back to the Wallet via the Platform.
   
   

8. Wallet, prices and fees, terms of payment, settlement
   8.1 Upon concluding a contract on the provision of RMS with the Advertiser, Notino shall set up one or more Wallets for the Advertiser within the Platform.
   8.2 Depending on the Advertiser’s preference and subject to Notino’s approval, the Wallet shall be set up in one of the following modes:
   (a) Capped Wallet – Notino shall establish a financial limit for the Wallet (the "Capped Wallet"). The Capped Wallet enables the Advertiser to allocate and finance budgets for individual Ad campaigns through the Platform up to the amount of the established financial limit. The prepaid credit corresponding to the financial limit shall be loaded into the Wallet following establishment of the Capped Wallet. Notino shall invoice the Advertiser for the corresponding amount of the financial limit serving as prepaid credit, and the Advertiser shall pay such invoice within the payment term set out in such invoice.
   (b) Uncapped Wallet – The Wallet shall remain unfunded at the outset (the "Uncapped Wallet"). At the end of the agreed contractual period (e.g. one month, one quarter or such other period as agreed between the parties), Notino shall invoice the Advertiser for the Spend on RMS incurred during such period. The Advertiser shall pay such invoice within the agreed payment term.
   8.3 In the case of a Capped Wallet, the credit balance of the Wallet shall be allocated to the budget of each Ad campaign established in the Platform. Each time a billable action as determined in the RMS Agreement occurs in connection with such Ad campaign (for example, each time a user clicks on an Ad promoting the Advertiser’s products), the portion of the Wallet’s credit balance allocated to the budget of such Ad campaign shall be automatically reduced by the financial amount attributable to such action as specified in the RMS Agreement or in the Platform (e.g. the applicable Ad impression cost or cost-per-click).
   8.4 If the prepaid credit loaded into the Wallet is not fully funded in time, Notino may postpone the RMS or deliver them with a corresponding delay.
   8.5 Credit amounts in the Wallet can only be used to pay the prices due under contracts for RMS concluded on the Platform; they cannot be transferred, e.g. to bank accounts, other Advertisers, or paid out in cash or used otherwise. Credit amounts expire after three (3) years; the three-year period starts at the end of the calendar year in which the credit amount was paid into the wallet. Credit amounts in the Wallet will be used for payments according to the first in first out principle.
   8.6 Credit amounts in the Wallet are non-refundable. The Advertiser shall not be entitled to a refund, repayment or any other form of reimbursement of credit stored in the Wallet, regardless of whether such credit has been used in whole or in part. Likewise, any portion of a marketing budget allocated to an Ad campaign that has not been fully spent by the end of the campaign shall not be refunded to the Advertiser. Such unused budget shall remain as credit in the Wallet and may be used by the Advertiser for future Ad campaigns in accordance with these GTC, subject to the expiry rules set out in Section 8.5 above.
   8.7 Notino reserves the right to change the prices and fees agreed with the Advertiser, including the minimum bid value applicable to any billable action or advertising placement within the Platform. No bid below the applicable minimum bid value shall be accepted or considered in the Auction. Notino shall notify the Advertiser of any such changes at least one (1) month before they take effect. The Advertiser acknowledges that such price changes are more likely to occur during peak periods of Notino's business activities, such as before Valentine's Day, Black Friday and Christmas.
   8.8 The reporting provided by Notino or its subcontractor (in particular the Ad impressions, page impressions, ad clicks or click rates determined by Notino or a service provider commissioned by Notino, as well as the reporting of other agreed parameters) shall be exclusively decisive for the proof of performance and the calculation of the Spend and all billable items. Deviating parameters determined by the Advertiser or third parties engaged by it shall not be taken into account. This also applies accordingly to retargeting measures; these are calculated on the basis of the successful renewed advertising approaches by users. Notino may transmit the reporting electronically or make it available online, e.g. via the Platform.
   8.9 Notino shall send invoices to the Advertiser by mail or in electronic form.
   8.10 Unless the contract or the invoice expressly provides otherwise, invoice amounts are due upon receipt of the invoice and payable within 30 days of receipt of the invoice.
   8.11 Notino reserves the right to suspend performance of any RMS in whole or in part until all outstanding invoices payable by the Advertiser for any previous or current RMS have been settled in full. This applies irrespective of any agreed start dates or Ad campaign schedules. Notino shall inform the advertiser in good time of any planned suspension.
   8.12 All prices are exclusive of value added tax at the applicable rate and other applicable taxes, duties and levies; any such taxes, duties and levies will be payable by the Advertiser in addition to Notino´s consideration.
   8.13 All prices shall be invoiced and paid in EUR.
   
   

9. Term, Termination
   9.1 The RMS Agreement shall become effective upon conclusion and shall remain in force for indefinite period.
   9.2 Contracts on provision of RMS shall become effective upon conclusion and shall end upon provision of the agreed RMS by Notino.
   9.3 The right to termination of both the RMS Agreement and contract on provision of RMS as stipulated by applicable laws shall remain unaffected. Notice of termination must be given in writing.
   9.4 In addition, both parties may terminate or cancel the RMS Agreement and contract on provision of RMS on terms explicitly stated elsewhere in these GTC. Further, without prejudice to any other rights of termination set out in these GTC or under applicable law, Notino shall be entitled to terminate the RMS Agreement and any or all contracts on provision of RMS with immediate effect upon written notice to the Advertiser if the Advertiser materially breaches any provision of these GTC (including, without limitation, the warranties and obligations set out in Sections 6 and 11, the confidentiality obligations set out in Section 12, or the obligation to pay invoices in accordance with Section 8) and, to the extent that such breach is capable of remedy, fails to remedy such breach within fourteen (14) days following written notice from Notino specifying the breach and requiring its remedy.
   9.5 If the contract provides for the creation and management of an Ad campaign by Notino on behalf of the Advertiser (a turnkey Ad campaign service), the minimum term of such contract shall be three (3) months from the date of its conclusion. Neither party shall be entitled to terminate such contract before the expiry of the minimum term, unless the other party is in material breach of the contract and has failed to remedy such breach within a reasonable cure period following written notice thereof.
   9.6 Upon termination or expiry of the RMS Agreement or of any individual contract on provision of RMS, howsoever arising, Notino shall be entitled to immediately remove, disable or otherwise take down from Online Media and the Platform all Ads of the Advertiser that were contracted under or placed pursuant to the terminated or expired agreement or contract, as the case may be, without prior notice to the Advertiser. For the avoidance of doubt, Ads placed pursuant to other contracts on provision of RMS between Notino and the Advertiser that remain in force shall not be affected by such removal. The Advertiser shall have no claim against Notino arising from such removal, including any claim for compensation, damages or loss of revenue. Any Ads that have not been removed by Notino may nevertheless cease to be displayed as a result of the automatic operation of the Platform.
   9.7 Upon termination or expiry of the RMS Agreement, howsoever arising, Notino shall be entitled to delete from the Platform all data relating to the Advertiser and the Advertiser’s Ad campaigns, including, without limitation, campaign performance data, reporting data, analytics, statistics and any other related data. Notino shall have no obligation to retain or make available any such data following such termination or expiry.
   
   

10. Liability
    10.1. To the maximum extent permitted by applicable law, Notino shall be liable only for damages directly caused to the Advertiser by its willful misconduct or gross negligence. Notino’s aggregate liability arising out of or in connection with any contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited in amount to the damage foreseeable at the time of conclusion of the specific contract on provision of RMS in question, which typically arises in transactions of this type. To the fullest extent permitted by applicable law, Notino shall not be liable for any indirect, incidental, special, punitive or consequential damages, or for any loss of profit, revenue, turnover, business opportunity, goodwill, anticipated savings, data, contracts, or business interruption, whether or not such damages were foreseeable and even if Notino had been advised of the possibility of such damages.
    
    

11. Data protection
    11.1 Each party shall comply with all applicable data protection, privacy and electronic communications laws, including Regulation (EU) 2016/679 (GDPR), in connection with this Agreement.
    11.2 The Advertiser shall not use, deploy or facilitate the use of pixels, cookies, SDKs, tags, scripts, device fingerprinting or similar tracking technologies in connection with Ads, unless expressly permitted in writing by Notino.
    11.3 If the contract permits the Advertiser to use tracking pixels, flash cookies or similar or comparable technologies and the Advertiser is able, based on the content of the delivered Ads, to assign an affinity or information relevant to the delivery of individualized advertising (e.g., gender, affinity for cosmetics) to individual users, the Advertiser is not permitted to make such an assignment. If Notino has information that the Advertiser is in violation of this prohibition, Notino may check compliance with the prohibition by means of suitable measures or have such measures checked, and the Advertiser must make this possible. If Notino becomes aware of trade secrets of Advertiser during such review, Advertiser may request that the review be conducted by an independent third party, and Advertiser shall bear the cost of the independent third party if a violation has occurred.
    11.4 The Advertiser shall not access, collect, receive, store, identify or otherwise process personal data relating to users and visitors of Online Media, except as expressly agreed in writing by the parties.
    11.5 The Advertiser shall not attempt to identify any users and visitors of Online Media, nor combine information obtained through the RMS with any other data source to identify users, create user profiles, audience segments or marketing databases, or otherwise derive personal data relating to such users. Nothing in this Section 11.5 shall restrict Notino from accessing, analysing and using data available within the Platform (including data relating to other Advertisers) in connection with the provision of turnkey Ad campaign services pursuant to Section 3.5, provided that such use is carried out by Notino in its capacity as an independent controller in accordance with Section 11.6 and applicable data protection laws, and that no personal data of users or visitors of Online Media shall be disclosed to the Advertiser as a result of such use.
    11.6. Any processing of personal data by Notino for the purposes of selecting, targeting, delivering, measuring or optimizing Ads shall be carried out by Notino as an independent controller and in accordance with applicable data protection laws.
    11.7 Any reports, statistics, analytics or performance metrics provided to the Advertiser shall be provided only in aggregated form. The Advertiser shall not attempt to derive, infer, reconstruct or otherwise obtain personal data from such information. Notwithstanding the foregoing, reports and analytics prepared by Notino as part of a turnkey Ad campaign service pursuant to Section 3.5 may include non-aggregated competitive insights derived from Platform data (such as category-level bidding benchmarks, relative Ad Score positioning and comparative click-rate and conversion-rate metrics), provided that (i) such insights shall not disclose the identity of, or any Confidential Information attributable to, any individual competing Advertiser, and (ii) the Advertiser shall use such insights solely for its own internal campaign-planning purposes and shall not disclose them to any third party.
    11.8 The Advertiser shall ensure that any website, application or other destination accessible through the Ads complies with applicable data protection laws and contains all legally required privacy notices and consent mechanisms.
    11.9 The Advertiser shall not use the RMS to target, infer or otherwise process special categories of personal data within the meaning of Article 9 GDPR, except where expressly approved by Notino in writing and permitted by applicable law.
    11.10 If Notino reasonably suspects a breach of this Article, Notino may suspend or remove the relevant Ads with immediate effect and may require the Advertiser to provide information reasonably necessary to demonstrate compliance with this Article.
    11.11 The Advertiser shall indemnify and hold harmless Notino from and against any losses, damages, claims, fines, penalties, costs and expenses arising out of or in connection with the Advertiser's breach of this Article or applicable data protection laws.
    
    

12. Confidentiality
    12.1 During the term of the Agreement and for three years thereafter, the parties undertake to keep secret all documents, information and data which they have received from the respective other party concerning its affairs, as well as which have been made accessible to them or have come to their knowledge as a result of the cooperation (“Confidential Information”) and to use them exclusively for the performance of the contracts. The content of the contract shall also be treated confidentially. Each party is obliged to consult with the other party if doubts should arise as to whether specific documents, information or data are to be treated confidentially. In order to keep the Confidential Information confidential, the receiving party shall exercise at least the same care and take such protective measures as it takes to protect its own confidential information of the same kind, but at least the care customary in the course of trade.
    12.2 The confidentiality obligation shall not apply to information (i) which is or becomes public knowledge without this being due to a breach of contract by a party, (ii) which was demonstrably known to the receiving party at the time of disclosure, (iii) of which the receiving party proves that it received such information from a third party after the conclusion of this Agreement without any obligation of confidentiality, provided that such third party has not breached any obligation of confidentiality vis-à-vis the disclosing party by disclosing the information, or (iv) the disclosure of which is subject to a mandatory legal or regulatory obligation or an obligation exists due to a legally binding court decision.
    12.3 If the Advertiser is an agency, Notino shall be entitled to also forward a booking confirmation to the corresponding advertising customer of the agency.
    12.4 Notino is entitled to refer to the cooperation with the Advertiser in the context of its own advertising, also by depicting the brands or logos of the Advertiser.
    12.5 Notwithstanding Section 12.1, and without prejudice to Section 5.12, either party may disclose Confidential Information to third-party service providers, subcontractors, technology partners and their respective employees and advisers (including, without limitation, provider of the Platform and its affiliates) who are engaged by such party in connection with the provision or receipt of the RMS, provided that (i) the disclosure is strictly necessary for the purposes of the contractual cooperation, (ii) the disclosing party ensures that each such recipient is bound by confidentiality obligations no less protective than those set out in this Section 12, and (iii) the disclosing party remains fully liable to the other party for any breach of such obligations by any such recipient.
    
    

13. Miscellaneous
    13.1 These GTC shall apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the Advertiser shall only become part of the contract if and to the extent that Notino has expressly consented to their validity in text form. This consent requirement shall apply in any case, for example even if Notino accepts or executes the Advertiser’s order without reservation in the knowledge of the Advertiser’s general terms and conditions.
    13.2 Individual RMS Agreements and contracts on provision of RMS made in individual cases between Notino and the Advertiser (including ancillary agreements, supplements and amendments) shall in all cases take precedence over these GTC.
    13.3 The Advertiser may only set off claims confirmed by final judgment against claims of Notino.
    13.4 Notino may at any time transfer its rights and obligations under this contract in whole (transfer of contract) or in part to a company within Notino Group.
    13.5 Serious events, such as in particular force majeure, labor disputes, riots, warlike or terrorist conflicts, which entail unforeseeable consequences for the performance of services, shall release the contracting parties from their performance obligations for the duration of the disruption and to the extent of its effect, even if they should be in default. An automatic termination of the contract is not connected with this. The contracting parties are obligated to notify each other of such an impediment and to adjust their obligations to the changed circumstances in good faith.
    13.6 All claims of the Advertiser against Notino arising from the contractual relationship shall become statute-barred after the expiration of one year, beginning with the end of the calendar year in which the claim arose and the Advertiser became aware of the circumstances giving rise to the claim or should have become aware without gross negligence.
    13.7 These GTC and contractual relationship between Notino and Advertisers shall be governed by the laws of the Czech Republic with the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.
    13.8 Czech courts will have exclusive jurisdiction in case of any disputes arising from the RMS Agreement, these GTC and any contracts made between Notino and Advertisers, which could not have been settled amicably.
    13.9 Notino may change or otherwise update these GTC from time to time. The contractual relationship between Notino and the Advertiser shall always be governed by the most recent version of these GTC.

In Brno, 16.9.2026