General Terms and Conditions

PetronGroup s.r.o. — B2B services
DRAFT FOR LEGAL REVIEW — NOT YET APPROVED FOR PUBLICATION
Proposed effective date: [insert date after approval]

1. Service Provider and Contact Details

These General Terms and Conditions (the “Terms”) govern the supply of professional marketing, advertising management, consulting, analytical and related services by:

PetronGroup s.r.o. (the “Provider” or “we”)
Company ID (IČO): 53 106 377
VAT identification number: SK2121280392
Registered office: Pod hájom 1097/96, 018 41 Dubnica nad Váhom, Slovakia
Commercial Register: Commercial Register of the District Court Trenčín, Section Sro, File No. 40252/R
Email: marek.petrovic@petrongroup.com
Telephone: +421 907 558 252
Website: https://www.petrongroup.com/

2. Business Customers and Scope

2.1. Our LIGHT, PRO and PRO MAX packages and other Services expressly marked as business services are offered for business and professional purposes (B2B). A customer purchasing such a Service (the “Client” or “you”) confirms that they act in the course of their trade, business or profession, and have authority to represent the business identified in the order.

2.2. We may request the Client's legal name, registered address, company registration number, VAT identification number (if applicable), business website, business contact details and reasonable evidence of business status before accepting an order.

2.3. These Terms do not purport to waive rights that a person has under mandatory consumer-protection rules. If a consumer order is permitted or accepted, the Provider must supply the applicable consumer disclosures and terms separately. The description “B2B” alone does not determine a customer's legal status.

2.4. The details of an accepted order, written scope of work, and any individually negotiated service agreement prevail over these Terms to the extent of any inconsistency.

3. Services and Package Scope

3.1. The exact Services supplied are those identified in the accepted order and applicable product description. Published packages are monthly management services, not advertising credits or guarantees of sales.

3.2. Unless the accepted order expressly states otherwise, each package covers one agreed target country and one agreed advertising language. Additional countries, languages, advertising accounts, major account restructures, tracking implementation, new landing pages, advanced creative production and other work outside the package require a separate written quote and acceptance.

3.3. LIGHT — USD 390 per monthly service period, per target market. Includes management of Google Ads and Meta Ads, ongoing campaign monitoring and optimisation, and one monthly performance report. Covers combined monthly advertising spend managed under the package of up to USD 2,000. Scheduled reporting calls, organic social posts and production of new creative materials are not included.

3.4. PRO — USD 790 per monthly service period, per target market. Includes LIGHT-level advertising management, a Looker Studio performance dashboard, one monthly performance report, two social content deliverables per month adapted for Facebook and Instagram, one scheduled 30-minute reporting call per month, and priority email support. Covers combined monthly advertising spend of up to USD 8,000. Two content deliverables do not mean two separate posts for each platform.

3.5. PRO MAX — USD 1,690 per monthly service period, per target market. Includes advanced advertising management, Looker Studio dashboard, monthly report, four social content deliverables per month adapted for Facebook and Instagram, four additional advertising creative variants per month using available assets and agreed specifications, two scheduled 30-minute calls per month, priority email support, strategic assessment using the 5S Sales Loop, and an initial 90-day growth roadmap. A quarterly strategic review is included during ongoing cooperation where at least three consecutive monthly service periods are agreed and supplied. Covers combined monthly advertising spend of up to USD 20,000.

3.6. The 5S assessment and growth roadmap are strategic deliverables. They do not include unlimited consulting or full implementation of all recommendations. The initial roadmap is prepared during the first service period after the required onboarding information and access have been provided, unless the parties agree another schedule.

3.7. The numbers of posts, creative variants and calls are maximum included monthly deliverables, not obligations to provide additional compensatory deliverables where delays are caused by the Client's missing inputs or approvals. Unused calls and deliverables do not automatically roll over to the next month unless agreed in writing.

3.8. All package contents and prices are subject to our written acceptance of the Client's project and service scope. Where the Client's requirements or account complexity exceed the package assumptions, we may offer a revised quote before the contract is concluded.

4. Advertising Spend and Third-Party Platforms

4.1. Advertising spend is NOT included in any PetronGroup management fee. The above spending thresholds describe the maximum combined budget that we agree to manage, not prepaid advertising credit.

4.2. The Client pays advertising charges directly to Google, Meta or other expressly agreed platforms from the Client's own payment method and advertising accounts. PetronGroup does not ordinarily purchase advertising inventory for resale or invoice the Client for the advertising budget.

4.3. The Client remains responsible for platform account ownership, adequate payment funds, platform terms and policies, product or service legality, the website and landing pages, required notices and consents, and any taxes or charges imposed by the advertising platforms. Actual platform charges may differ from daily limits or forecasts under the platform's own billing rules.

4.4. Google, Meta and other platforms are independent third parties. We cannot guarantee their approval of advertisements, continuous account access, delivery, platform availability, traffic, conversions, revenue or a specific return on advertising spend.

5. Orders, Project Review and Formation of Contract

5.1. By submitting an order, the Client requests a defined Service and confirms the information supplied is accurate. An automatic e-shop acknowledgement is not acceptance of the project or formation of a service contract.

5.2. Before acceptance, we may review the Client's business, accounts, website, budget, operational feasibility, legal or platform compliance and other requirements relevant to performance of the Service. We may decline a proposed engagement for legitimate capacity, commercial, technical, compliance or risk reasons.

5.3. A binding service contract is formed only when the Provider sends an individual written acceptance confirming the package, service scope, relevant market, fee and agreed start date or commencement process. An alternative quotation is an offer that requires the Client's written acceptance.

5.4. Payment taken before written acceptance: if the checkout system captures an advance card payment before the Provider has accepted the project, that payment does not by itself create a contract. If we decline the project, we will initiate a full refund without undue delay and in any event within 14 calendar days of communicating rejection, normally to the original payment method. Any additional deductions would require a separate lawful agreement and cannot be imposed merely for declining the order.

5.5. We will not commence management until the contract has been accepted, payment is received in cleared funds and reasonably necessary onboarding information and access have been provided. Delays caused by missing Client cooperation may postpone the agreed start date.

6. Fees, Currency, VAT and Payment

6.1. Unless a written accepted quote provides otherwise, package fees are USD 390 (LIGHT), USD 790 (PRO) or USD 1,690 (PRO MAX) per one-month service period and per agreed target market. The fees exclude advertising spend, separately quoted onboarding or additional services, and taxes where legally applicable.

6.2. 100% of the agreed management fee is due in advance, prior to commencement of each monthly service period. Permitted methods may include an approved online card payment and a bank transfer when offered at checkout or on an invoice. No cash on delivery or payment after completion of the monthly service is offered.

6.3. The Client is responsible for correct billing information, including valid business and tax identification. VAT, reverse-charge treatment, tax exemptions and any tax documentation are determined under applicable law based on the type of service, the Client's status and location and other relevant facts. A display of a USD price does not imply that VAT is always zero.

6.4. Prices are displayed in USD. The Client's bank or payment service provider may apply its own currency-conversion rate or fees. The Provider does not control those charges.

6.5. If a payment becomes due for a further agreed service period and is not received, the Provider may withhold or suspend further services after notifying the Client, without an obligation to fund advertising charges from its own resources.

7. Service Period, Renewal and Cancellation

7.1. Each purchase covers one agreed monthly service period beginning on the confirmed start date. An online purchase does not automatically create a recurring subscription, automatic card charge or commitment to purchase future periods.

7.2. Further monthly service periods require an additional order or a separately agreed written renewal arrangement and payment in advance. Any recurring-billing model must be disclosed and expressly agreed before activation.

7.3. Before acceptance: the Client may withdraw an unaccepted order request by contacting the Provider. If an advance payment has been captured, it will be refunded in full unless a separate, valid agreement already covers specific paid work.

7.4. After acceptance, before work begins: the Client may request cancellation. The Provider will refund the amount paid for the cancelled service period, except for the price of any separately agreed and already completed preparatory work or non-recoverable costs expressly approved by the Client, where legally recoverable.

7.5. After work begins: if the Client terminates a current paid service period early for convenience, the management fee for that period is generally not refunded to the extent work has been performed and capacity reserved. This does not exclude remedies for non-performance, material breach or any mandatory rights applicable to the Client. A specific written agreement may provide a different settlement method.

7.6. Either party may terminate an ongoing engagement for a material breach that remains unremedied within a reasonable time after written notice, or immediately where continued performance would be unlawful or expose the party to substantial legal or security risk. Fees for Services already provided and remedies for breach will be handled under applicable law and the accepted agreement.

8. Onboarding, Approvals and Client Responsibilities

8.1. The Client must give the Provider lawful, timely access to advertising accounts, analytics, relevant business information, assets and approvals needed to supply the agreed Services. The Client should grant role-based access and must not share passwords or recovery codes unnecessarily.

8.2. The Client is responsible for its advertising content's accuracy and legal compliance, product claims, intellectual-property rights in supplied materials, data collection notices, applicable tracking and consent requirements, and lawful handling of personal data.

8.3. The Provider may request approval before publication. If the Client does not provide information or approvals on time, delivery dates and practical campaign results may be affected; such Client-caused delay does not entitle the Client to unagreed extra work.

8.4. Initial onboarding, complex tracking work, account remediation and substantial restructuring may incur separate fees, but only after a quote and Client approval. If these are essential and the Client declines them, the parties will determine whether the project can proceed or should be cancelled under Section 7.

9. Reporting, Communication and Extra Work

9.1. Reporting scope and cadence depend on the purchased package. Platform and dashboard metrics are estimates based on available data and attribution rules; they may differ from the Client's internal accounting, CRM or e-commerce revenue.

9.2. Calls are included only where expressly stated. Additional meetings, consultations, content, campaigns, languages or markets are subject to availability and a separate price quotation accepted in advance.

9.3. Email support is for questions related to the agreed scope. “Priority” refers to relative handling priority and does not constitute a guaranteed response time, emergency service or round-the-clock availability.

10. Intellectual Property and Access to Work

10.1. The Client retains ownership of its brands, advertising accounts, business data and materials provided to us. The Provider retains its pre-existing know-how, systems, bidding methods (including Petron Bids), templates, processes and tools.

10.2. Subject to full payment, the Provider grants the Client a non-exclusive, worldwide, perpetual licence to use custom final reports, strategies and creative deliverables specifically produced and supplied under the accepted scope for the Client's own business purposes, excluding third-party materials and the Provider's pre-existing tools and methods. Any broader transfer or licence must be agreed in writing.

10.3. Third-party tools, stock images, fonts, music, platforms and similar resources remain subject to their respective licences and terms. Where requested and reasonably available, the Provider will identify material third-party usage restrictions relevant to a delivered asset.

11. Confidentiality and Personal Data

11.1. Each party will take reasonable measures to protect the other party's non-public business, technical and financial information received during the engagement, and will use it only for the agreed purposes, subject to lawful disclosure obligations and information already publicly available without breach.

11.2. The Provider processes personal data as described in its published privacy information. Where the Provider processes personal data on behalf of the Client as a processor, the parties must conclude an appropriate data processing agreement under Article 28 GDPR before such processing, where required.

11.3. We will not publicly identify a Client or publish client-specific performance figures as a case study without the necessary permission, unless disclosure is otherwise lawfully permitted.

12. Performance, Complaints and Liability

12.1. The Provider undertakes to use reasonable professional care and skill in supplying the accepted Services. No particular number of leads, sales, revenue, ROAS, conversion rate, growth percentage or other commercial outcome is guaranteed.

12.2. Complaints about the quality or scope of Services should be sent to the email address in Section 1 with details of the relevant order and alleged issue. We will acknowledge and investigate complaints within a reasonable period and seek an appropriate resolution. Statutory remedies and any agreed service-level commitments remain unaffected.

12.3. To the extent permitted by mandatory law and except for fraud, wilful misconduct or other liability that cannot lawfully be excluded, neither party is liable to the other for indirect or consequential commercial losses, such as anticipated profits or opportunities, that are not reasonably foreseeable from the agreed scope.

12.4. The Provider is not responsible for interruptions or decisions by Google, Meta, hosting services, payment providers or other independent third parties, except to the extent responsibility cannot lawfully be excluded or the Provider's own breach caused the problem.

13. Events Outside Reasonable Control

Neither party is responsible for a delay caused by an event beyond its reasonable control, provided it promptly informs the other party and takes reasonable steps to reduce the impact. Payment obligations for already supplied Services are not automatically extinguished. If such an event substantially prevents performance, the parties will agree a lawful and proportionate termination or postponement arrangement.

14. Governing Law, Disputes and Language

14.1. These Terms and B2B contracts are governed by the laws of the Slovak Republic, excluding conflict-of-law rules to the extent lawfully permitted. Disputes that cannot be resolved amicably are subject to the competent Slovak courts, unless mandatory law requires otherwise.

14.2. The working language for the published B2B offering and contract communications is English, unless the parties expressly agree otherwise. If the parties agree bilingual versions, the prevailing version must be identified in the accepted contract.

14.3. Nothing in these Terms excludes non-waivable statutory protections, including mandatory rules that may apply in particular jurisdictions.

15. Changes and Final Provisions

15.1. The Provider may update these Terms for future orders by publishing a revised version with its effective date. A change does not retrospectively alter an existing contract without the Client's agreement or another lawful basis.

15.2. If a clause is invalid or unenforceable, the remaining clauses remain effective to the extent permitted by law, and the parties will seek a lawful provision that most closely reflects their commercial intention.

15.3. These Terms become effective on [insert date after legal approval]. The version applicable to an order is the version made available to the Client before that order is accepted.