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Terms of Use

General terms of service

Introduction

By using the sembot.com website and Platform or any other services (collectively, ‘Services’ or 'the Platform’ or 'sembot.com Platform’), of Sembot Sp. z o.o. / Sembot Ltd., whose principal place of business is ul. Juliusza Słowackiego 24/1101, 35-060 Rzeszów, Poland / Address: 4th Floor, 18 St. Cross Street, London, EC1N 8UN, United Kingdom (‘Sembot’), you are agreeing to be bound by the following terms and conditions (‘Terms of Use’).
Certain features of the Service may be subject to additional guidelines, terms, or rules, which will be posted on the Service in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.

 

THESE TERMS OF USE SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SERVICE (WHETHER YOU CREATE OR UTILISE AN ACCOUNT, OR NOT). BY ACCESSING OR USING THE SERVICE, YOU ARE ACCEPTING THESE TERMS AND THE COMPANY’S PRIVACY POLICY (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). YOU MAY NOT ACCESS OR USE THE SERVICE OR ACCEPT THE TERMS IF YOU ARE NOT AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS AND/OR USE THE SERVICE.

Definitions

Terms of use – the rules of the use of the service sembot.com
Sembot.com Platform also called “Platform” or „Provider” – system called „sembot ” and available online acting in a SaaS (software as a service) model (does not require installation on a user’s computer or other device) to which it is possible to login with the web service sembot.com

The Platform consists of:
Product Feed Optimiser – feed generation is the process of collecting the information contained on the website in order to obtain information on the products, services, goods, etc. The term may also refer to the creation of new Feed from an existing file containing data about the products, services, goods etc. Feed management involves defining the parameters for the process of its generation.
The User may buy more products in the output feeds to a monthly subscription plan within the Platform at any time.
Campaign Generator – a set of functionalities within Sembot.com Platform – an application for managing product campaigns on the Google Network, Microsoft Advertising and Meta Ads, which User manages themselves through the Provider’s administration interface or order account management services by the Provider with a separate contract.
Competitors Price Monitoring – a set of features within Sembot.com Platform
The User may buy more products to track in the monitor to a monthly subscription plan within the Platform at any time.
Visibility Monitoring – a set of features within Sembot.com Platform
The User may buy more phrases to track in the monitor to a monthly subscription plan within the Platform at any time.
Sembot ChatGPT Plugin – additional feature which integrates with ChatGPT Plugin is available from ChatGPT Plugin Store. The Platform includes a monthly number of free API requests, specified in the Pricing. The User may buy more requests to a monthly subscription plan within the Platform at any time.

 

Services & Support Options:
Self Service – the User independently manages the platform themselves. Standard customer support service (phone and in-app chat) + e-mail support with up to 2 working days response time.
Active Service – the User manages the platform themselves with additional paid support for operational tasks on an hourly basis. This option includes 2 hours of monthly support, additional operational tasks may be bought by the User within the Platform.
All-in-One Service – the User receives a comprehensive service where the Sembot support team handles all platform tools, including setup, optimisation, and automation of unique Sembots e-commerce framework-based advertising campaigns across three marketing channels (Google Ads, Meta Ads, Microsoft Advertising). The service also includes automated reports and alerts, without key account management.

Sembot All-in-One service includes:
Account analytics set-up (i.e.: pixel, tag management, conversion tracking)
Product Feed optimisation for the advertising channels specified above
Campaign architecture set-up:
Google Ads
Performance Max – product feed based structure
Brand – Search campaign
Search Campaign: Dynamic Search Ads Campaign or SKAG (single keyword ad group) or SPAG (single product ad group) structure
Product Remarketing Campaign
Meta Ads
Dynamic Product Campaign
Advantage + Shopping Campaign
Dynamic Product Remarketing Campaign
Microsoft Advertising
Product Ads Campaign
Brand – Search Campaign
Search Campaign – SKAG (single keyword ad group) or SPAG (single product ad group) structure
Product Remarketing Campaign
Maintaining and optimisation of the campaigns using Sembot Suite’s features
Monthly automated reporting via e-mail include key performance campaign metrics, competitors price monitoring (inventory with EAN/GTIN), visibility monitoring report (all products with EAN/GTIN)

Campaign architectures and strategies may be subject to changes or adaptations due to the dynamic nature of advertising platforms and ongoing updates.

Agency Service – Users receive a customised offer based on the separate contract with advanced e-commerce strategy and support, including individual key account management, performance specialists campaign and product feed set-up, optimisations and handling specified by the User marketing channels.
CSS – Comparison Shopping Services – optional services available in 3 variants: Sembot CSS, Brand CSS, White Label CSS. Comparison Shopping Services are online platforms or websites that allow users to compare products and prices from different retailers. They provide a convenient way for consumers to find the best deals and make informed purchasing decisions. Retailers can list their products on these platforms, providing detailed information such as product descriptions, prices, and availability. CSS helps increase visibility for retailers and drive traffic to their online stores, ultimately boosting sales and competition in the e-commerce market.
Learn more about CSS here: Comparison Shopping Services – White Label CSS for Agencies and e-Commerce – Sembot

User – the person who signed SaaS Service Contract of sembot.com for purpose related to their business or professional activity
Provider/Platform – also mentioned as “Sembot” – Sembot Ltd 4th Floor, 18 St. Cross Street, London, EC1N 8UN, United Kingdom https://beta.companieshouse.gov.uk/company/12622610 or Sembot Sp. z o.o. ul. Juliusza Słowackiego 24/1101, 35-060 Rzeszów, Poland
Account – functionalities and resources available and assigned to the User under the sembot.com Platform
Contract – contract of the provision of electronic services using sembot.com, where user accepts the Service Provider conditions set out in these Regulations after proper completion of the registration form and acceptance of the Service provider
Feed – a file (usually in the format *.xml, *.csv or *.txt, created as the list of products, services, articles etc. and their attributes, organised in such a way that each item could be presented in a unique way.
Google Network / Meta Ads / Microsoft Advertising – a pay-per-click advertising system that allows advertisers to place their ads on the web, paying for ad placement only when a user clicks on the advertiser’s ad.

USE OF THE SEMBOT.COM PLATFORM

 

To use the Platform, functionalities and resources it is necessary to have a device that allows the user to access the Internet, including a program to browse its content, accepting the files of „Cookies” and JavaScript enabled and the possession by the User of an email.
By creating an account on the sembot.com Platform, User assumes full responsibility for the manner and character of the Feed use.
Sembot accounts cannot be sold, exchanged or given away.
The provider has the right to block access to the account without prior notice in the case of: a. User violates the provisions of these regulations;
b. User does not apply to existing legislation
c. User does not login to his account for more than 12 months

By accepting the Terms of use, the User declares that:
– read and accept all regulations and provisions,
– joined the Platform on his own free will,
– information given in the registration form and the Account is true,
– agrees to receive information from service Provider, as well messages sent on behalf and in consultation with stakeholders cooperating with him, including the sending of commercial information and information about the problems, changes or technical breaks in the operation of the Platform and service,
– personal information placed on the account concerning the User or any other person was in compliance with the law and that it does not affect the property of third parties. The Provider is not responsible for breach by User of the provisions of these Regulations
– agrees to the issuance or transfer by the Provider invoices concerning the use of the Platform in an electronic form. Such consent may be cancelled any time by submitting a written statement to the appropriate service representative of sembot.com
– order is considered as accepted by the Provider after confirmation of the order submitted by the User

 

ACCOUNT AND REGISTRATION

 

In order to use the sembot.com Platform User must complete the registration procedure at https://app.sembot.com under the selected email address and choose a password („access data”). As part of the registration process, the User shall also provide his / her telephone number, www address of the online shop and define the type of User or other data required by the Provider. The User is obliged to notify the Provider of any change of these data without delay. As part of the sign-up, the User will link their PPC account to the Google Network, which will link ad groups and keywords to the Google Network via the API. Upon registration, a user account will be created in the sembot.com Platform.

Account Responsibilities.
The user is responsible for maintaining the confidentiality of Account login information and is fully responsible for all activities that occur under his Account. The user agrees to immediately notify the Provider of any unauthorised use, or suspected unauthorised use of Account or any other breach of security. The Provider cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

The Provider does not permit use of the Service by users under 18 years old. By using the Service, or registering for an Account, you warrant that you are at least 18 years old.

The User has the option to add billing information in the administration of his user
account at any time.

By the Contract, the Provider undertakes to provide the User with a non-exclusive licence to use the sembot.com Platform as an unprocessed work in its original form and only for its business purposes to the extent and under the conditions stated in these Terms and Conditions. The User undertakes to pay the price to the Provider based on the price list available within the Platform.

The Parties may also conclude the Contract in writing. In such case, the provisions of these Terms and Conditions on the manner of concluding the Contract shall apply accordingly. Any divergent arrangements in such a Contract shall take precedence over those set forth in these Terms and Conditions.

The user has the right at any time to request to unregister and delete the account by contacting the following address: [email protected]

 

TERMS OF USE FOR THE SEMBOT.COM PLATFORM

Campaigns will be created on the Google Network, Microsoft Advertising, Meta Ads under accounts owned by the User.
The User agrees that the sembot.com Platform can access their accounts through the OAuth2 protocol access system. The User agrees to link his AdWords, Microsoft Advertising or Meta Ads account to the Provider’s application. The User will be prompted to do so by email, telephone or in-app message from the Provider. This will allow for better technical support from Sembot and ensure full technical support.

The Provider is entitled to restrict or suspend the provision of sembot.com Services if such provision is rendered impossible due to reasons arising from third parties or force majeure (e.g. Fire, Flood, etc.) or due to failure of other Providers if these events could not be objectively prevented.

The Provider shall not be liable for any malfunction of the Google Network or other systems operated by others if these are necessary to use the sembot.com Platform. In such a case, the User shall not be entitled to a refund of the price paid for the provision of services.

The Provider shall always be liable to the User only for the damage caused by the use of the Platform up to the sum of the licence fee for the two months preceding the month in which the damages occurred, which was agreed upon between the Provider and the
User.

The Provider is committed to making every effort to implement changes to the Google Network API in advance. However, the Provider bears no responsibility for the malfunction of the sembot.com Platform, which originates from unpredictable changes to the Google Network API that the Provider could not implement in advance, even with due diligence, or in the event of a failure of the Google Network API. In such a case, the User shall not be entitled to a refund of the price paid for the provision of services.

The Provider shall not be liable for any damage caused by the User during the creation
and management of campaigns or caused by the content created by the User.
The User owns the copyright of all content (created texts, keywords, etc.) embedded by him into the sembot.com Platform. The User is fully responsible for the content of the Platform he creates and the accuracy of the data. In the event that the Provider is obliged to cover damages caused to a third party by User’s usage of the Platform, the User is obliged to immediately pay for such damages to the Provider.

The User acknowledges that keywords in campaigns may be protected by e.g. registered trademark and bears sole responsibility for their use in accordance with the law and declares that their use does not affect the rights of third parties. The Provider shall not be liable for any negligent and/or intentional infringement of any third party’s intellectual property rights arising from the User’s use of the sembot.com Platform. The User waives the right to claim damages against the Provider caused to third parties by infringement of intellectual property rights.

The Provider is not responsible for any temporary or permanent loss, corruption or destruction of User/third party data in connection with the use of the sembot.com Platform.

The User is obliged to provide the Provider with all the assistance necessary to ensure the proper provision of the service and, in particular, to provide in due time all necessary information and documents requested by the Provider if such provision is necessary to fulfil the purpose of the Contract.

The User is not entitled to modify, make available to third parties, rent, or sublicense in any way the sembot.com Platform.

The User understands that by consenting to connection in Google, Microsoft, Meta panel, they allow the platform to modify ad campaigns on accounts which are connected.

The User allows the Platform to collect data from Google Ads, Google Analytics, Microsoft Advertising, Meta Ads accounts. Said data concern efficiency of the account, which is not characterised as personal information.

The Platform will process collected data only for the purpose of providing service to the User.

Collective data, collected by the Platform, may be used to prepare general reports, which will prevent identification of sensitive data, especially advertised phrases, budgets, and User’s data. General reports, which may be prepared using said data, are of cross-sectional character – e.g. a report on the click-through rate from different ad positions, depending on a country. No information connected with a specific User will be shared.

Collected data will be used for machine learning, which will help the Platform to make decisions about the changes on advertising accounts.

The User may select connected Ads accounts, which the Platform will have access to.

The Platform downloads campaigns and ad groups from the enabled advertising accounts.

Account Responsibilities.
The user is responsible for maintaining the confidentiality of Account login information and is fully responsible for all activities that occur under his Account. The user agrees to immediately notify the Provider of any unauthorised use, or suspected unauthorised use of Account or any other breach of security. The Provider cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

The Provider does not permit use of the Service by users under 18 years old. By using the Service, or registering for an Account, you warrant that you are at least 18 years old.

The User has the option to add billing information in the administration of his user
account at any time.

By the Contract, the Provider undertakes to provide the User with a non-exclusive licence to use the sembot.com Platform as an unprocessed work in its original form and only for its business purposes to the extent and under the conditions stated in these Terms and Conditions. The User undertakes to pay the price to the Provider based on the price list available within the Platform.

The Parties may also conclude the Contract in writing. In such case, the provisions of these Terms and Conditions on the manner of concluding the Contract shall apply accordingly. Any divergent arrangements in such a Contract shall take precedence over those set forth in these Terms and Conditions.

The user has the right at any time to request to unregister and delete the account by contacting the following address: [email protected]

FEED

Products included in the Feed have to be available on the website of the e-shop, individual products must be listed only once on individual links and must have a unique URL address, with the price of the products defined so that the order for each product can be placed. Individual products within the Feed have to be separate items, capable of being a separate subject of the order without the need of ordering additional products or services, use of the other promotions, vouchers, proof of identity, or other documents unless the sale of products is subject to legal restrictions and the proof of identity is required, etc.

The information about the products exported within the Feed must be true, up-to-date, and must relate to the products themselves, not to the promotion of the e-shop.

The price of the products in Feed must be a final price for the User, ie. including all copyright, recycling, and other fees with correctly stated VAT. The final price of the products doesn’t have to include other transport expenses if the Partner charges them to the User.

Products included in the Feed must meet all qualitative and legal requirements for sale to the final User in Poland, or on the territories of the EU member states.

Feed must contain only those products, which can be delivered from Partner to the User.

the User will report detailed technical and content requirements of Feed to the Partner after their registration, while these conditions are binding for the Partner and their violation will be a reason for termination of the provision of services by the User to the Partner. Technical and content requirements of the Feed are not a part of these Business conditions and the User is authorised to change them depending on the technical requirements of the Platform.

Shared Advertising Accounts data and its processing

Connecting with Google Ads / Meta Ads / Microsoft Advertising account
1. The Platform stores information essential for connecting with Google Ads, / Meta Ads / Microsoft Advertising Account, account ID, account name, OAuth2 authorization token.
2. The Platform stores identification data of Google Ads / Meta Ads / Microsoft Advertising accounts linked to connected accounts, which has modification rights to (sub Manager accounts, linked accounts). Said information is essential for allowing selection of accounts to work on, in case of more than one connected advertising account. Data is stored only for the purpose of speeding up the work of interface (cache). The Platform stores information about the currency and time zone of the account.
3. The Platform stores campaigns (ID, name) from accounts, added by the User for the purpose of speeding up the interface (cache).
4. The Platform downloads the list of keywords for the particular campaign for the purpose of enabling the option to add a keyword to the Platform. Data is not stored and disappears from the Platform after closing the window, in which you add new keywords.
5. The Platform cumulatively stores (with a frequency chosen by the user) current (only for the particular day of checking) statistics of auction for keywords added by the user with an interface or by adding a Sembot label to the keyword. No other keywords are processed by the Platform. The system stores the following pieces of information: keyword ID, ad group ID, ad group name, campaign ID, campaign name, the number of views, the number of clicks, average CTR, average position, average CPM, approximate cost for the first position, approximate cost for the top of results, approximate cost for the first page, the result of quality, match type, viewing time, account ID, account name.

Connecting through the script “Ads script”
In case there is a necessity to grant full control over the transferred data, there is an option of controlled transfer of data through dedicated scripts.

1. The system cumulatively stores (with a frequency chosen by the user) current (only for the particular day of checking) statistics of auction for keywords added by the user with an interface or by adding a Sembot label to the keyword. No other keywords are processed by the Platform. The system stores the following pieces of information: keyword ID, ad group ID, ad group name, campaign ID, campaign name, the number of views, the number of clicks, average CTR, average position, average CPM, approximate cost for the first position, approximate cost for the top of results, approximate cost for the first page, the result of quality, match type, viewing time, account ID, account name.
2. The amount of data from point 1 can be limited. In order for the Platform to work properly, the minimum amount of data is as follows: account ID, account name, the number of views, average position, keyword name (it can be encrypted or changed), keyword ID, ad group ID.
3. Limiting the amount of data will impact the information presented in the Platform panel.
4. The lack of connection with the advertising account will disable the option to change the parameters from The Platform level. The parameters can be changed directly on the account through editing (adding) keyword labels.
5. The changes made through the script will be displayed in the script registered on the advertising account panel.

Processing data with Google Ads / Meta Ads / Microsoft Advertising
1. The User consents to processing the data, mentioned earlier, by the Platform.
2. The Platform will process data in order to provide a service, making game strategy for the selected position, and deliver reports to the User.
3. The Platform will not share User’s data with third parties.
4. The Platform will use data for machine learning.
5. The Platform may use aggregated, anonymized data to present collective reports. Collective reports contain data from multiple client accounts, and presented data will prevent identification of a keyword, entity, account, etc. The purpose of this notation is to enable creating cross-sectional reports such as click-through rate of selected positions, conversion rate of selected positions, etc.

CSS - Comparison Shopping Services

In addition to operating Sembot as a Software as a Service, Sembot offers the Users the opportunity to place the so-called Shopping Ads as an ad in Google search results on behalf of a Partner (hereinafter referred to as the “CSS service”). By using the CSS service
from Sembot, the User has the opportunity to receive a discount on charges for clicks on these ads on the Google Network, up to 20%. Sembot doesn’t guarantee this discount or its amount.

A Partner who is interested in the CSS service may allow Sembot to access his Google Ads account and at the same time, they are obliged to allow Sembot access to his Google Merchant account. the User is obliged to provide Sembot with a statement (consent) in the form of an e-mail (through an online form) stating that they are interested in being a user of the CSS service from the CSS Partner. the User is also obliged to pay a monthly fee (remuneration of Sembot) for the CSS service according to the Pricing

If the User doesn’t have his own Google Ads account, Sembot may provide the User with technical support in creating a Google Ads account. If the User doesn’t have his own Google Merchant account, Sembot may provide the User with technical support in creating a Google Merchant account.

Sembot is not entitled to make any changes or modifications to the settings of the Google Ads Account and the Google Merchant Account of the User without his consent.

The following shall be considered as an expression of interest in using the CSS service:
filling in and sending the registration form on Sembot’s website and complete buying process with selected CSS and the Platform options,
indication of consent to these Business Conditions, sending the billing data of the User to Sembot within the Platform.

The contractual relationship between Sembot and the User is established at the moment of delivery of the e-mail to the User confirming the fulfilment of the conditions specified in the Terms and Conditions and the successful transition of his Google Merchant account under the CSS Google Merchant MCA (Multi-Client Account). The condition for the establishment of a contractual relationship between Sembot and the User is the registration of the User according to the Terms of Use.
the User is at any time entitled to request Sembot to cancel the CSS service via the contact form listed at https://sembot.com/contact Sembot is obliged to cancel the User’s CSS service and Switchback (ie. transfer of the User’s Google Ads account directly under Google) on the last day of the calendar month for which the User paid Sembot a fee according to the Terms and Conditions; this doesn’t apply if the User explicitly requests the earlier cancellation of the CSS service. In this case, Sembot is obliged to cancel the CSS service within 14 days from the date of delivery of the User’s request.

CSS VARIANTS:
Sembot CSS – CSS branded with „Sembot” – which means that every Product Listing Ad includes „Sembot” in the „By” field. Products are listed on Sembot’s comparison engine.

Brand CSS – CSS branded with the User’s shop brand – which means that every Product Listing Ad includes „Your Brand Name” in the „By” field. Products are listed on User’s comparison engine created and hosted by Sembot.

White Label CSS – CSS branded with the User’s designated brand name – enabling performance agencies or other types of businesses to connect their clients to their CSS with the agency’s brand. This means that every Product Listing Ad of the agency and its clients includes the „Agency brand name” in the „By” field. Products are listed on the User’s comparison engine created and hosted by Sembot.

The CSS Scope of Work
Launching a price comparison engine that is compliant with the Google CSS programme.
Maintaining and managing the comparison engine.

The installation process includes:
Configuring the platform for the selected markets specified by the User during the Platform purchase process.
Assisting with meeting Google CSS requirements and completing registration processes.
Regarding the White Label option, if the User does not have 50 e-commerce stores to plug into the CSS, which is the minimum threshold set by Google, Sembot will provide additional stores to reach the required count of 50.

BETA FEATURES

From time to time, Sembot may, in its sole discretion, invite you to use, on a trial basis, pre-release or beta features that are in development and not yet available to all customers (“Beta Services”). Beta Services may be subject to additional terms and conditions, which Sembot will provide to you prior to your use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Sembot’s Confidential Information and subject to the confidentiality provisions in these Terms. Customer agrees that it will not make any public statements or otherwise disclose its participation in the Beta Features without Sembot’s prior written consent. Sembot makes no representations or warranties that the Beta Services will function. Sembot may discontinue the Beta Features at any time in its sole discretion, with or without notice to Customer. Sembot will have no liability for any harm or damage (whether direct, consequential, incidental, or otherwise) arising out of or in connection with a Beta Feature. The Beta Features may not work in the same way as a final version. Sembot may change or not release a final or commercial version of a Beta Service at our sole discretion.

A Partner who is interested in the CSS service may allow Sembot to access his Google Ads account and at the same time, they are obliged to allow Sembot access to his Google Merchant account. the User is obliged to provide Sembot with a statement (consent) in the form of an e-mail (through an online form) stating that they are interested in being a user of the CSS service from the CSS Partner. the User is also obliged to pay a monthly fee (remuneration of Sembot) for the CSS service according to the Pricing

If the User doesn’t have his own Google Ads account, Sembot may provide the User with technical support in creating a Google Ads account. If the User doesn’t have his own Google Merchant account, Sembot may provide the User with technical support in creating a Google Merchant account.

Sembot is not entitled to make any changes or modifications to the settings of the Google Ads Account and the Google Merchant Account of the User without his consent.

The following shall be considered as an expression of interest in using the CSS service:
filling in and sending the registration form on Sembot’s website and complete buying process with selected CSS and the Platform options,
indication of consent to these Business Conditions, sending the billing data of the User to Sembot within the Platform.

The contractual relationship between Sembot and the User is established at the moment of delivery of the e-mail to the User confirming the fulfilment of the conditions specified in the Terms and Conditions and the successful transition of his Google Merchant account under the CSS Google Merchant MCA (Multi-Client Account). The condition for the establishment of a contractual relationship between Sembot and the User is the registration of the User according to the Terms of Use.
the User is at any time entitled to request Sembot to cancel the CSS service via the contact form listed at https://sembot.com/contact Sembot is obliged to cancel the User’s CSS service and Switchback (ie. transfer of the User’s Google Ads account directly under Google) on the last day of the calendar month for which the User paid Sembot a fee according to the Terms and Conditions; this doesn’t apply if the User explicitly requests the earlier cancellation of the CSS service. In this case, Sembot is obliged to cancel the CSS service within 14 days from the date of delivery of the User’s request.

CSS VARIANTS:
Sembot CSS – CSS branded with „Sembot” – which means that every Product Listing Ad includes „Sembot” in the „By” field. Products are listed on Sembot’s comparison engine.

Brand CSS – CSS branded with the User’s shop brand – which means that every Product Listing Ad includes „Your Brand Name” in the „By” field. Products are listed on User’s comparison engine created and hosted by Sembot.

White Label CSS – CSS branded with the User’s designated brand name – enabling performance agencies or other types of businesses to connect their clients to their CSS with the agency’s brand. This means that every Product Listing Ad of the agency and its clients includes the „Agency brand name” in the „By” field. Products are listed on the User’s comparison engine created and hosted by Sembot.

The CSS Scope of Work
Launching a price comparison engine that is compliant with the Google CSS programme.
Maintaining and managing the comparison engine.

The installation process includes:
Configuring the platform for the selected markets specified by the User during the Platform purchase process.
Assisting with meeting Google CSS requirements and completing registration processes.
Regarding the White Label option, if the User does not have 50 e-commerce stores to plug into the CSS, which is the minimum threshold set by Google, Sembot will provide additional stores to reach the required count of 50.

TECHNICAL SUPPORT AND ASSISTANCE

The Provider provides free technical support and assistance necessary for the User’s effective use of the sembot.com Platform for the duration of the Contract, provided that User guarantees the Provider that the Provider’s account will be maintained in the User’s Google Account as the Primary Link. If the User is interested in paid technical support and assistance services, the User shall discuss the terms with the Provider in a separate contract.

PROTECTION OF CONFIDENTIAL INFORMATION

The User undertakes to maintain the confidentiality of the Provider’s confidential information and trade secrets and not to disclose it or to give access to it to third parties or not to use it for its own benefit or for the benefit of third parties. For the avoidance of doubt, the Provider identifies the following information as confidential: technical or business data of the Provider or other Provider information that is not publicly available, in particular data, know-how, computer programs used, processes, designs, concepts, specifications, pricing information, business, financial and marketing plans, information, other legally protected intellectual property created by the Provider, and other information that the Provider marks
as confidential. Similarly, the User undertakes to protect access data from misuse; The Provider shall not be obliged to compensate for any possible misuse of the access data by a third party.

The Provider undertakes to maintain confidentiality of the User’s confidential information and trade secrets and not to disclose or give access to them to third parties or not to use them for its own benefit or for the benefit of third parties. The confidentiality obligation applies, in particular, to accessing User Accounts on the Google Network, information on results achieved in PPC campaigns, including clicks and cost.

The Parties undertake to ensure that confidential information is not divulged to third parties and further undertake not to disclose confidential information or make it available to third parties.
Obligation to maintain confidentiality in relation to confidential information, business secrets, etc., ie. not to disclose them or to give access to them to third parties, lasts indefinitely and the parties are obliged to adhere to it even after the eventual termination of the Contract.

For the term of the Contract, the User gives the Provider permission to use his/her personal identification, company logo and the name and logo of the e-shop whose Feed is used as a business reference under the licence provided. If the logo is protected by industrial law, the User grants the Provider a free licence to use the logo for this purpose.

The User gives the Provider consent to anonymized (without the possibility to specify any User identifiers except the industry in which the client operates) processing of data from campaigns of the end-user of the licence (e-shop) and their use as a business reference. If the Provider is interested in presenting data from the User’s campaigns with their identifiers, prior written or e-mail consent is required.

The User gives the Provider permission to use the e-shop logo and to synchronise its product information on the price aggregator (price comparator) operated on the domain provided by the User.

ACCOUNTING (PAYMENTS AND PRICING)

All functionalities and features of the Platform are paid functionalities (hereafter collectively referred to as “Functionalities”). 

 

Subscriptions. Functionalities of the Platform are provided on a monthly subscription basis. Each monthly period is a “Billing Cycle.” The total charge for the User’s Account for each Billing Cycle is the “Subscription Fee” set forth in the Pricelist for the specific options the User chooses (the “Subscription Plan”). 

The User configures the monthly subscription plan independently by adjusting the sliders for the number of components within the platform and selecting specific parts of the subscription plan that include support and access to CSS variant.

The Service is billed in advance on a monthly basis and is non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. 

 

User agrees to pay the charge associated with the use of Functionalities within 30 days. The Provider may suspend or cancel User’s access to the Platform if we do not receive such charge on time. Suspension or cancellation of the access to the Platform for nonpayment could result in a loss of access to and use of the Account, as well as loss of User Content stored on the Platform.

The Provider publishes the price list at sembot.com 

Prices in the price list are without VAT. 

The Provider is entitled to unilaterally modify or change the offer of the number of days for which the licence can be purchased; the provisions of these terms relating to the amendment of these Terms and Conditions shall be applied accordingly.

 

Fees can be paid via credit or debit card or an online payment system. 

 

Payment by card. After entering the identifiers of the card used by the User, the licence fee is collected and the recurring automatic payments calculated according to the currently valid price list and chosen plan are always set for the next subsequent periods of 30 days. After the payment has been credited to the Provider’s bank account, the Provider will send the User an electronic invoice stating the tariff selected and paid by the User.

 

The user may at any time cancel recurring payment settings in their payment gateway settings. Failure to make a payment entitles the Provider to suspend the sembot.com client’s account sync with the Google Network and set all sembot.com campaigns to paused, which may be renewed at any time after the payment is made at a later date.

 

The security of our customer payment information.

Sembot complies with the PCI standards. We use HTTPS and other security best practices to ensure that all our customer’s information is handled safely for each transaction. All processing, transmission, or storage of card data aligns with the Payment Card Industry Data Security Standards (PCI DSS).

CONTRACT DURATION, TERMINATION

The Contract is concluded for an indefinite period of time, unless otherwise agreed upon in the Contract or by consensus of the Parties.

The Services will be provided to the User by the Provider for the duration of the Contract. However, the Service may be interrupted by the Provider:
• for the duration of the obstacle on the part of the Provider objectively preventing the provision of any of the services provided by the Contract, or
• in other cases where permitted by the Contract or the Terms and Conditions.
The Provider has the right to terminate the provision of services under this Contract unilaterally and to terminate the Contract in the event that the User’s action constitutes a breach of the Contract or the Terms and Conditions arising therefrom. In particular, a breach of the Contract is considered to be:
• repeated failure to fulfil obligations under the Contract and/or these Terms and Conditions,
• use of the Services provided in violation of the Contract, these Terms and Conditions or applicable law, good morals, and generally shared ethical values (e.g. uploading pornography, etc.)

User has the right to terminate the Contract if:
• the Platform sembot.com will be repeatedly unavailable to an extent beyond reasonable time to restore its availability.
• Provider will use User’s Advertising Account access information for any purpose other than to fulfil the Contract.
The notice of termination must be made in writing and must be sent to the other party to the email provided by the User at registration, or to another Provider notified email (in case of termination by the Provider) or to [email protected] (in case of termination by the User). Where possible, given the nature of the notice, the notice must be preceded by at least one notice calling for redress. The denunciation takes effect on the day following the date of dispatch of the denunciation to the other party (the denunciation is without notice period).
Both the Provider and the User are also entitled to terminate the Contract by written notice without giving any reason. The notice period in this case is 2 months and begins on the first day of the month following the month in which the notice was delivered to the other party.
It is also possible to withdraw from the Contract in accordance with the arrangements specified in these Terms and Conditions or in an individually negotiated Contract with theUser.

DISCLAIMERS OF WARRANTY

PLEASE NOTE THE FOLLOWING IMPORTANT DISCLAIMERS OF WARRANTIES:

SEMBOT.COM DOES NOT WARRANT THAT THE FUNCTIONAL ASPECTS OF THE SERVICE WILL BE ERROR FREE, OR THAT THE SERVICE WILL BE CONSTANTLY AVAILABLE, OR AVAILABLE AT ALL, OR THAT TRANSMISSION OF DATA TO / FROM THE SERVICE WILL OCCUR AT ANY MINIMUM SPEED OR THAT THE SERVICE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SEMBOT.COM DOES NOT WARRANT OR REPRESENT THAT ANY CONTENT ASSOCIATED WITH OR USED IN CONNECTION WITH THE SERVICE IS FACTUAL OR ERROR-FREE OR THAT THE USE OF SUCH MATERIAL WILL NOT INFRINGE RIGHTS OF THIRD PARTIES. SEMBOT.COM RESERVES THE RIGHT TO CORRECT ANY ERRORS ON IN THE SERVICE.
WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT EVERYTHING ASSOCIATED WITH THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SEMBOT.COM MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE MATERIAL CONTAINED ON THE SERVICE OR RESULTS TO BE OBTAINED FROM USING THE SERVICE. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH HEREIN, SEMBOT.COM DOES NOT MAKE ANY REPRESENTATION ABOUT THE QUALITY OF ANY PRODUCT, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH USE OF THE SERVICE.

LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE AND OUR AFFILIATES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, OR RESULTING FROM, (A) THE USE OR THE INABILITY TO USE THE SERVICE; (B) THE USE OF ANY MATERIALS, USER CONTENT OR OTHER MATERIAL ON THE SERVICE OR ANY WEBSITE OR WEBSITES LINKED TO THE SERVICE, (C) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (D) UNAUTHORISED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (E) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (F) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU IN THE LAST TERM, IF ANY, FOR ACCESSING THE SERVICE, AND IN NO EVENT EXCEED TWO HUNDRED AND FIFTY EURO (€250). IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE, OR WITH ANY OF THE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS THE DISCONTINUATION OF YOUR USE OF THE SERVICE. IF ANY PORTION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

The Platform is not liable for consequences of changing the cost per click (CPC) on the selected keyword.
The User understands that the Platform changes the cost based on the cost per click range selected by the user, in order to achieve the position selected by the User.
The User understands that achieving the position is based on forecasting the changes in auctions, and it may be impossible to perform.
The User understands that the Platform will raise the cost per click within the allowed range in case the keyword is displayed on the position that is too low, and lower the cost per click, when the position is too high.
the Platform is not liable for achieving the average position by the keyword in a particular time frame.
The User understands that the Platform works based on API Google Ads, Microsoft Advertising or Meta Ads interface, or data downloaded directly from the User’s account.
Google Ads, Meta Ads or Microsoft Advertising does not transfer data in real time. Data is delayed, usually about a few minutes compared to the current state.
The delayed data usually does not have a huge impact on the average results. the Platform is not liable for delays in transferring data by Google, Microsoft or Meta and the consequences connected with it.
The consequences of delayed data is making a change based on no longer current information. Usually, the periodic trend lasts for a longer period of time; the delayed change has a minimal impact on the results of action.
Besides the regular delays in transferring data by Google, Microsoft or Meta, there may be occasional cases of longer delays in updating data.
In case of longer delays in updating data, the Platform does not make the changes. It means that if the Platform receives the same data in the subsequent cycles of checking, the changes will not be made. The cost per click will be kept in the set range, and the ad will be displayed on positions, adequate for the current cost.
Longer delays occur occasionally, and concern single keywords. The User understands that such cases happen and the Platform is not liable for them.
The User understands that the only consequence of longer delays is displaying the ad with the cost from before the delay, on an unknown position (in almost every case the position will be close to the position from before the delay).
The User understands that choosing the option to continuously lower the cost per click (“Lowering”) leads to lowering the cost, even if the keyword is already on the selected position. In case of a big amount of views, this action leads to lowering cost per click. In case of words with a small number of views, and incorrectly selected minimum cost per click, such action can lead to stopping the views of a keyword. The User understands that he is responsible for choosing the option “Lowering” and for correctly selecting the minimum cost per click.
The User uses the Platform on their own accord and at their own risk.
Parties (website, User) exclude the liability in the field connected to operating of the Platform (changes in cost per click) for so-called loss of profit (“lucrum cessans”).
In case of violation of the rules of personal data processing, by either party (website, User) and causing damage to the other party, the party guilty of violation is liable to compensate the damage, limited to the actual damage (“damnum emergens”), with the exclusion of liability for loss of profit (“lucrum cessans”).
In case of violation of the rules of processing data collected from Google Ads account by the Platform and causing damage to the other party, the party guilty of violation is liable to compensate the damage, limited to the actual damage (“damnum emergens”), with the exclusion of liability for loss of profit (“lucrum cessans”).

INDEMNIFICATION

You hereby indemnify SEMBOT.COM and undertake to keep Sembot.com indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by Sembot.com to a third party in settlement of a claim or dispute on the advice of Sembot legal advisors) incurred or suffered by Sembot arising out of any breach by you of any provision of these Terms of Use, or arising out of any claim that you have breached any provision of these Terms of Use.

COMPLAINTS

Any disruptions in the functioning of the Platform may be notified by the user via the notification of The Provider by e-mail: [email protected]. For efficient identification of defects or irregularities in the functioning of the service, the complaint should be submitted without undue delay between the detection of an error by the User.

Complaints will be dealt by the Provider within 14 days of sending the complaint.

FINAL RESOLUTIONS

These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Service. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective upon the earlier of seven calendar days following our dispatch of an e-mail notice to you (if applicable) or seven calendar days following our posting of notice of the changes on our Service (but never earlier than as of the beginning of the next Billing Cycle for a particular Account. These changes will be effective immediately for new users of our Service. Continued use of our Service following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

 

The law applicable to the settlement of any disputes arising under these Regulations shall be governed by Polish law. Any disputes arising from these regulations, the parties will resolve before the actual providers for the seat of the common courts.