1.1. The subject matter of the Advertising asset agreement (hereinafter referred to as"the Agreement") is the obligation of the Quority to provide the Client with the Quority Assets and Quority Credit Line based on an order specified by the Client, agreed upon by both the Parties, and accepted by the Quority, and the obligation
of the Client to pay the agreed Quority Remuneration.

1.2. These Terms and Conditions are an integral part of the Agreement, and the Client is bound by them in their entirety, as well as by the Agreement.

1.3. Quority is entitled to unilaterally change these T&C at any time but is obliged to notify the Client of such change at least 1 month in advance before the new version of the T&C becomes effective. In the event that the Client does not agree to the change in the T&C, the Client is entitled to terminate the Agreement on the date on which the changes are to take effect (Termination Date). The notice must be delivered to BF at least 14 days prior to the Termination Date.

2.1. The Client and Quority agree on the method of ordering by the Client in the form of email communication or any other form of electronic communication at the contact addresses specified in the Agreement. In the event of a change of the Operators, the Parties undertake to inform each other by an email message indicating the new Operators and their details. The Parties agree that the preferred way of communication and delivery of the documents related to this Agreement, including legal acts, is electronically to the Operator’s email address.

2.2. A tax document and/or an invoice delivered to the Client is considered a delivery note and confirms the Quority’s intent to provide the Client with the Assets and Quority Credit Line in case the conditions specified in Art. 4, Par. 1 of the Agreement are met.

2.3. The Client shall notify any defects in Quority services caused by Quority properly in written form to Quority without delay (latest by 7 days from the moment the defect occurred), with the specification of concrete defects the Client applies. The Client forfeits the right to claim unsatisfactory performance if they fail to do so.

3.1. Remuneration covers the services provided by Quority. The services included are:

• a. Pre-approvals of the offers, products, services, and ads – Quority reviews all the materials provided by the Client and their advertising materials (visuals, text, landing pages, apps) that should be promoted on the Assets. If Quority approves, the new Assets will be provided to the Client. The Client is allowed to promote only the pre-approved products and ads.

• b. The account payment method is connected to the Quority Credit Line.

• c. Premium support from the Quority dedicated team – the team will assist the Client with creating new accounts, providing access to the accounts, adding new users, adding the Client page, creating pixel and basic events, assisting with domain verification, verifying the business (if required), and troubleshooting any account issues.

• d. Education on the advertising policies and best practices – guidance on compliant advertising, including updates on policies and trends.

• e. Support with sensitive markets and verticals – guidance for Clients in sensitive industries, including help applying for special approvals (e.g. nutrition, supplements, dating, crypto). Quority supports the process but cannot guarantee approval.

• f. Credit allocations – The Quority finance team supports new credit requests into accounts according to prepayment received and also handles reallocation requests between ad accounts (minimum: $200). Reallocations are only allowed within the same channel and are subject to third-party limitations.

• g. Reporting – The Client will receive reports from Quority including:

  • Financial Report (budgets, spends, remaining balances)

  • Invoice Report (list of invoices, status, amounts, fees)

  • Credit Allocation Sheet

  • Ads Approval Sheet

  • Overview of all accounts and requested items

    Extra data not listed is charged as an additional service.

• h. Problem Resolution – Quority supports appeals for disabled accounts/profiles. However, Quority may refuse to submit appeals if the Client bypassed the pre-approval process and caused the violation.

• i. Troubleshooting – Quority provides support for issues related to ad account usage. Quority cannot guarantee resolution if the issue is platform-dependent.

3.2. If the Client pays in a currency different from the platform’s billing currency, BF will return it, request correct currency, and charge a $100 admin fee.

3.3. All prices are VAT-exclusive. VAT is charged based on applicable laws and will be shown on the invoice. Payments are due within 14 days to BF’s designated bank account.

3.4. If the Client delays payment, Quority can terminate services without prior notice.

3.5. For delayed payments, a 0.2% daily penalty applies until payment is credited. BF also reserves the right to terminate services without prior notice.

3.6. Both parties agree to operate on a prepayment basis unless otherwise renegotiated.

3.7. Quority considers payment valid once it arrives in their account. Any remuneration is deducted from the received amount. Quority is not liable for fees incurred during transfers.

3.8. Quority is not responsible for any issues with the Client’s chosen payment provider.

3.9. Each party is responsible for their own taxes.

3.10. Unused advertising budgets are refundable within 60 days of written request, minus any fees. Budgets unused for 6 months are non-refundable. Service and admin fees are always non-refundable.

4.1. The Quority is not liable for any and all damages, direct or consequential, arising from the decision to reject any orders submitted by the Client under the Agreement and T&C.

4.2. The Quority is not liable for damages caused to the Client or third parties due to errors or faults of the Client or advertising platform operators.

4.3. The Quority is not liable for damages resulting from unexpected failures or service outages beyond BF’s control (e.g., downtime of Meta, Google, etc.).

4.4. Quority’s maximum liability is capped at $5,000 total for the duration of the Agreement.

4.5. The Client is fully responsible for damages related to their campaigns, content, or communications, including disabled accounts, business manager restrictions, or reputational harm. The Quority can either claim actual damages or enforce a lump sum equal to the Client’s last 6 months of ad spend (minimum $10,000).

4.6. A contractual penalty of up to $25,000 may apply if the Client:

• a. Is over 10 working days late on any payment

• b. Is over 10 working days late paying for additional services

• c. Defaults on any monetary obligation under the Agreement

• d. Publishes unapproved or non-compliant content

• e. Violates legal or data privacy rules

4.7. Contractual penalties do not replace BF’s right to claim actual damages.

4.8. The Client must comply with all laws and handle personal data responsibly. They bear full responsibility for data breaches.

4.9. The Client must cover any ad spend that exceeds prepaid credit within 14 days.

4.10. BF may use any of the Client’s prepaid funds to settle outstanding claims. If this causes account disruptions, BF is not liable.

5.1. Czech law governs this Agreement, and jurisdiction lies with Czech courts.

5.2. All disputes shall be resolved by arbitration through the Court of Arbitration at the Czech Chamber of Commerce and the Czech Chamber of Agriculture, using three arbitrators.

5.3. Arbitration costs include legal representation and other related expenses.

5.4. The losing party must reimburse the winning party’s legal costs.

5.5. Arbitration decisions are final and enforceable. The arbitration language is Czech, and all documents must be in Czech or officially translated.

6.1. The Agreement may be terminated:

• a. Immediately, if a party:

  • breaches the Agreement,

  • goes bankrupt,

  • uploads unapproved content,

  • delays payment by more than 3 days,

  • repeatedly fails to cooperate despite written request

• b. With 10 days’ notice if one party breaches and fails to correct it within 15 days

• c. With 3 months’ notice, by either party, if the Agreement is indefinite

6.2. Termination must be in writing and delivered via the contact email stated in the contract.

6.3. All outstanding debts become due on the first business day after termination notice unless Quority states otherwise.

6.4. If debts are unpaid for 3+ days, or campaign activity risks account bans, Quority may block ad spend immediately and terminate the Agreement — with no obligation to compensate the Client.

6.5. BF will refund any remaining ad budget within 2 months of both parties signing a refund confirmation, after deducting all fees, penalties, or outstanding charges.

7.1. As a contract (the Agreement) has been concluded between the Client and the Quority, the subject of which is the provision of specific services by the Quority to the Client. The Agreement also includes these Terms and Conditions, which govern additional rights and obligations in the performance of the contract. These services are provided by the Quority, including, among other things, the provision of platforms to the Client for the management of advertising accounts. Advertising accounts draw on funds prepaid by the Client and allocated to individual accounts. In addition to traditional bank transfers, payment gateway can also be used to transfer funds.
7.2. The client therefore has the right, on the basis of the concluded agreement (the Agreement), to pay their financial obligations and transfer funds to their advertising accounts also through this payment gateway operated by Go Pay, integrated into the QUORITY platform.
7.3. Before making a payment through the payment gateway, the required amount will be increased by fees and the Quority's contractual remuneration in accordance with the Agreement, and only then will the payment be made. The credited funds will be converted into credits, through which funds will then be allocated to individual accounts in accordance with the Agreement to finance
the Advertising campaigns (the Ad spent).
7.4. Funds paid via the Go Pay payment gateway will be transferred to the Client's wallet in accordance with the concluded contract, Terms and Conditions, and the Agreement between the contracting parties, after deduction of the agreed commission or remuneration of the Quority, and will become available for allocation to individual advertising accounts.
7.5. These funds will then be used to operate the client's advertising accounts in accordance with the concluded contract, as if the client had paid these funds to the Quority by transfer from a bank account based on an issued invoice. Funds received via the Go Pay payment gateway are therefore subject to the same regime, unless otherwise stated below.
7.6. Given that the Agreement is concluded between entrepreneurs, the statutory provisions on consumer contracts do not apply, and the client is not entitled to withdraw from the contract or exercise other consumer rights under applicable law.
7.7. If the client requests a refund of the payment made within the limits of the Agreement, the amount will be reduced by the Quority by transaction and other fees paid in connection with the payment via the Go Pay payment gateway, as well as by the agreed commission of the Quority. Refunds may only be requested in accordance with the terms of the Agreement and these Terms and Conditions, and only for that part which has not already been used in the client's
advertising accounts within the framework of the Agreement.
7.8. When using the payment gateway, these are not payments for goods, but transfers of funds enabling the provision of services in accordance with the Agreement. It is primarily an alternative and more convenient way for the Client to transfer funds to their virtual wallet linked to their account.
7.9. Payments can be made in the following currencies: CZK/EUR/USD.
7.10. Quority is a registered VAT payer. A receipt will be issued to the client for each payment received, as if the funds had been sent to the Quority by bank transfer. Services provided by the Quority are subject to VAT unless the service is subject to a different tax regime, i.e., it is not exempt from VAT or subject to reverse charge. Any VAT information is always stated on the tax document issued to the
client.

8.1. If any part of the T&C becomes invalid, it doesn’t affect the rest.

8.2. Czech law applies to all unaddressed matters, including the Civil Code and Advertising Regulations.

8.3. Changes must be in writing. Email communication between authorized persons is valid and binding.

8.4. If there’s a conflict between this T&C and the main Agreement, the Agreement overrides.

8.5. The T&C and related contracts are governed by Czech law. Disputes should be resolved amicably when possible.

8.6. These T&C are effective from 1.1.2024 and are published on www.quority.com.