1.1 These Terms and Conditions of SC Cylex Tehnologia Informatiei International SNC (hereinafter referred to as "Provider") apply to the use and placement (as defined in section 4) of the paid advertising option called Premium Entries, offered on the website operated by SC Cylex Tehnologia Informatiei International SNC. This agreement is concluded solely with SC Cylex Tehnologia Informatiei International SNC. If, for any reason, the Premium Entry is provided as a free advertising option, the provisions concerning remuneration and payment in section 13, as well as the warranty terms in section 14, shall not apply.
1.2 Eligible Clients and definitions The Premium Entry service may be purchased by either of the following:
a) a "Business Client", meaning a natural person, legal entity, organisation, or authorised representative purchasing the service wholly or mainly for purposes connected with a commercial, business, trade, craft, or independent professional activity; or
b) an "Individual Client", meaning a natural person purchasing the service in their own name wholly or mainly for personal or other non-business purposes.
"Client" means either a Business Client or an Individual Client, as applicable. The fact that a Premium Entry concerns, promotes, or is connected with a business listing does not by itself determine whether the purchaser is a Business Client or an Individual Client. The Client's legal classification will be determined according to the circumstances of the purchase and applicable law.
1.3 Capacity, authority, and accurate information By purchasing a Premium Entry, the Client confirms that:
a) the Client has the legal capacity required to enter into the agreement;
b) where the Client is a Business Client represented by another person, that person is authorised to enter into the agreement and manage the subscription on the Business Client's behalf;
c) where the Client is an Individual Client represented by a legal representative or another authorised person, that person has the authority required by applicable law;
d) the account, identity, contact, billing, payment, and, where applicable, business and tax information provided during checkout is accurate and complete; and
e) the Client will keep the relevant account and contact information reasonably up to date during the subscription.
1.4 Client classification and statutory rights A Business Client and an Individual Client may have different rights and obligations under applicable law. Any mandatory right or protection applicable to an Individual Client, consumer, sole trader, microbusiness, small business, or other protected category will apply to the extent required by applicable law. A description of the service as business-related or the selection of a business listing does not exclude a mandatory statutory protection where that protection legally applies to the Client.
1.5 Information displayed before purchase Before the Client completes the purchase, the Provider will display or otherwise make available:
a) the selected monthly or annual subscription plan;
b) the initial subscription period and any minimum contractual period;
c) the total price, currency, billing frequency, and applicable taxes;
d) the fact that the subscription renews automatically;
e) the duration of each renewal period;
f) the Renewal Date or the method by which it is determined;
g) the method and deadline for cancelling automatic renewal;
h) the consequences of cancelling before or after the Renewal Date; and
i) any additional information required for the relevant type of Client under applicable law.
1.6 Acceptance and order confirmation The Client must accept these Terms and the automatic-renewal conditions before completing the purchase. The Client's acceptance constitutes authorisation for the subscription to renew and for the applicable subscription fee to be charged in accordance with section 13 and section 16, subject to mandatory applicable law. After purchase, the Provider will send or otherwise make available an order confirmation on a durable medium. The order confirmation will identify the selected plan, price, currency, taxes, subscription start date, billing frequency, automatic-renewal status, renewal period, Renewal Date or calculation method, and the version of these Terms applicable to the purchase.
1.7 Global application and local requirements These Terms constitute the global master conditions for the Premium Entry service. Site-specific details may be displayed in the checkout, order confirmation, local legal notice, Refund Policy, Privacy Policy, or a country-specific addendum. Site-specific details may include:
a) the relevant Cylex website and service-provider details;
b) the available subscription plans and eligible Client categories;
c) prices, currencies, taxes, and invoicing information;
d) payment methods and payment service providers;
e) support, complaint, cancellation, and withdrawal contact details;
f) privacy-law and data-protection information; and
g) additional notices, rights, forms, or procedures required by applicable law.
Where a site-specific term validly agreed with the Client conflicts with a general commercial detail in these Terms, the site-specific term will prevail for that detail. Mandatory applicable law will always prevail to the extent required.
2. Subject Matter of the Agreement
The subject matter of this agreement consists of the following:
the specifications of the Premium Entry as listed under section 3
the placement of the Client's Premium Entry as indicated under section 4
the date from which the Premium Entry will appear, specified in section 4 (2)
the agreement period specified in section 16 (1) in accordance with section 6, which represents the time period when the Premium Entry will appear on the Provider's website.
3. The specifications of the Premium Entry
3.1 The Provider offers the Premium Entry as an advertising option.
3.2 The conditions of the Premium Entry can change within the limits of the offer; nevertheless, the matters set forth at the time of the agreement will be considered valid.
4. The advertising space and the placement of the Premium Entry
4.1 The Provider offers the Client advertising space on its website for the placement of the Premium Entry. The Premium Entry will appear on the following website of the Provider: www.cylex.ie. The Provider accepts the placement of the Premium Entry on the advertising space mentioned above.
4.2 The placement of the Premium Entry will occur no later than the following working day after payment is made. The Premium Entry will appear without a time limit, thus around the clock.
5. Linking of the Premium Entry
5.1 The Provider links the Premium Entry (in the form of a hyperlink) with the web address specified by the Client (the Premium Entry will be linked to the presentation page of the Client, subsequently to the website of the Client specified on it). The hyperlink will be activated when clicked.
5.2 Unless paragraph (1) is in question, the linking of the Premium Entry or any of its parts will take place in a new browser tab.
6. The availability of the website
The Provider guarantees that the website specified in section 4 will be available at least 95% of the time per calendar week. If, for some reason, this condition is not met, the rights of the Client indicated under section 14 (2) will apply.
7. Responsibility of the customer for the design of the advertising opportunity
The design of the content of the advertising opportunity is the responsibility of the customer within the framework provided by the platform. The provider does not check to what extent the texts or images provided by the customer, as well as their placement (as far as possible), are suitable for the advertising purpose intended by the customer and meet their needs.
8. The obligations of the client with regard to content and indemnification
8.1 The Client ensures that the content of the target website (the one provided in the presentation page of the Client's company) does not violate or impair any applicable laws or third-party rights.
8.2 The Client shall indemnify the Provider from all third-party claims in connection with infringements indicated in paragraph (1) and undertakes to cover every disadvantage and damage regarding this from the Provider.
9. Refusal, removal, and deactivation
9.1 The Provider is entitled to turn down the paid Premium Entry if there is clear evidence of one of the following situations:
the Premium Entry violates applicable law
the Premium Entry affects or violates any third-party rights
the placement of the Premium Entry is unacceptable for some reason
9.2 While the Premium Entry is displayed, the Provider is entitled to remove or deactivate the Premium Entry immediately and without prior notification of the Client, if there is clear evidence that the Premium Entry or the target website mentioned in section 5 violates and/or impairs any applicable laws or third-party rights.
9.3 If the Provider takes measures in accordance with paragraph (1) or (2), the Provider shall inform the Client immediately, stating the reasons for such action. In the case of paragraph (1), the Client may create a new Premium Entry or modify the existing one to ensure it complies with the terms of the agreement. However, any delay in doing so shall be the sole responsibility of the Client.
In the case of paragraph (2), the Client will either immediately restore the legitimate state of the Premium Entry or the linked target page(s), respectively create a new Premium Entry, specify another target link, or verify the legitimacy of the current one(s).
9.4 The Provider shall withdraw or reinstate the measures taken in accordance with paragraph (2) as soon as the Client demonstrates to the Provider that the Premium Entry has either been restored to a legitimate state or is already in compliance.
9.5 The Client's obligation to pay the remuneration specified in section 13 remains unaffected by the measures taken in accordance with paragraphs (1) and (2) of section 9.
10. Further obligations of the Client
10.1 The Client will keep the linked target page(s) indicated in section 4 available for the period of the agreement.
10.2 The Client shall inform the Provider immediately upon discovering any evidence that the Premium Entry violates or infringes applicable laws or third-party rights.
10.3 If the Client disrupts, delays, or interferes with the provision of services as set out in the agreement, the Client must notify the Provider without delay.
10.4 The Client foresees the aforementioned obligations as contractual liability and can be held responsible for every damage arising to the Provider on account of non-contractual provision of the aforementioned obligations of the Client.
11. Granting of rights
11.1 The Client shall grant the Provider a simple, non-exclusive, non-transferable, global right during the period of the agreement. In addition, for the purpose of the agreement, the Client grants the Provider limited rights of using the content of the Premium Entry.
11.2 The aforementioned granting of rights includes the Provider's right to store, reproduce, publish, or make amendments to the content of the Premium Entry, as well as update or change the information on the Premium Entry's presentation page, provided that these actions are necessary for the implementation of the agreement.
12. The analysis of the Premium Entry by the Client
The Client shall check the Premium Entry immediately after purchase to ensure it is correctly and properly displayed. Any errors or inaccuracies must be reported to the Provider within 3 working days. After this period, the Premium Entry shall be deemed accepted.
13. Remuneration and payment methods
13.1 Subscription price The price payable by the Client is the price displayed and accepted during checkout or otherwise expressly agreed between the Client and the Provider. The applicable price, currency, taxes, billing frequency, and any Client-specific information required by applicable law will be recorded in the order confirmation.
13.1a All prices are expressed in EUR and are exclusive of VAT. VAT treatment depends on the Client’s location and tax status.
13.2 Recurring-payment authorisation When the Client purchases an automatically renewing subscription and provides or selects a payment method, the Client authorises the Provider and its payment service provider to charge that payment method for the initial subscription period and each subsequent renewal period. This recurring-payment authorisation remains valid until one of the following occurs:
a) the Client personally cancels automatic renewal in accordance with section 16;
b) a legal representative or another person authorised to act for the Client cancels automatic renewal in accordance with section 16;
c) the Provider cancels or terminates the subscription in accordance with these Terms;
d) the subscription expires without renewal; or
e) the subscription otherwise ends under these Terms or mandatory applicable law.
For a Business Client, an authorised account administrator, employee, officer, agent, or other authorised representative may act on the Business Client's behalf. For an Individual Client, cancellation may be requested by the Individual Client or by a legal representative or other person who is legally authorised to act for that Individual Client. The Client remains responsible for ensuring that the selected payment method is valid and that any person requesting a change or cancellation has authority to act for the Client.
13.3 Price applicable at renewal Unless a different price has been validly agreed, an automatically renewed subscription will be charged at the price previously communicated to and accepted by the Client. If the Provider proposes to increase the price or materially change the subscription conditions for a future renewal period, the Provider will notify the Client within the period required by applicable law and, where no mandatory notice period applies, at least forty-two (42) days before the relevant Renewal Date. The changed price or material conditions will apply only where they have been accepted in the manner required by applicable law. Where required acceptance is not obtained, the Provider may continue the subscription on the previously accepted conditions, offer another legally permitted arrangement, or allow the subscription to expire.
13.4 Renewal reminders The Provider will send any renewal reminder required by applicable law. Where no mandatory notice period applies, the Provider will send a reminder for an annual subscription at least seven (7) calendar days before the Renewal Date. A monthly subscription may renew without a separate reminder before each monthly charge unless applicable law requires a reminder or the Provider has expressly agreed to provide one. A renewal reminder will contain or provide access to, as applicable:
a) the Renewal Date;
b) whether the plan is monthly or annual;
c) the duration of the renewed subscription period;
d) the amount and currency expected to be charged;
e) the payment arrangement to be used;
f) instructions for cancelling automatic renewal; and
g) the consequences of cancelling before or after the Renewal Date.
The renewal reminder is an informational notice and is not the source of the Client's original consent to automatic renewal. Subject to applicable law, the renewal is based on the automatic-renewal conditions accepted by the Client when purchasing or subsequently modifying the subscription. The Client is responsible for maintaining a correct and accessible email address in the Client's account. Subject to mandatory applicable law, failure to open or read a reminder does not invalidate an otherwise valid renewal where the Provider can demonstrate that the reminder was sent to the registered email address.
13.5 When subscription fees become payable The applicable monthly or annual subscription fee becomes due in full on the relevant start date or Renewal Date. A monthly fee provides access to the Premium Entry service for the applicable one-month subscription period. An annual fee provides access to the Premium Entry service for the applicable twelve-month subscription period. The subscription fee is charged for the availability and provision of the Premium service during the paid period. It is not calculated according to the number of logins, visits, clicks, leads, enquiries, or features used by the Client. The Client's non-use or limited use of the service does not, by itself, create a right to a full or partial refund, subject to any mandatory right applicable to the Client.
13.6 Failed and disputed payments If a payment fails, is rejected, reversed, disputed, or charged back, the Provider may retry the payment, request an alternative payment method, suspend Premium functions, or terminate the subscription, subject to applicable law. A payment dispute or removal of a payment method does not, by itself, constitute a valid cancellation of automatic renewal.
13.7 Set-off and lien The Client may set off a claim only against undisputed or legally established counterclaims. The Client is entitled to exercise a right of lien only where it arises from the same contractual relationship, subject to mandatory applicable law.
14. Warranty
14.1 The Provider will place the Premium Entry in compliance with the regulations as well as the time period specified in the agreement and will keep the concerning website available within the limits of section 6.
14.2 If, for some reason, the service stated in the agreement cannot be completed during the period of the agreement, the Client is entitled to a reasonable reduction of the remuneration or a refund. However, this does not apply if the problem causing the inability to provide the service cannot be resolved.
14.3 The Client's right to compensation claims, in conformity with the statutory provisions, remains unaffected by the above-mentioned regulation.
15. Liability
15.1 The Provider is liable for damages resulting from their own fault or the fault of their legal representatives, senior executives, or other employees or agents, in accordance with the following provisions.
15.2 The Provider shall be liable for any damages or personal injuries caused intentionally, through gross negligence, or with fraudulent intent by the Provider or by the Provider’s legal representatives, senior executives, or other employees or agents.
15.3 In case of damages that were caused deliberately or with gross negligence by the employees/agents of the Provider, the liability shall be limited to the damages that are foreseeable and typical for the agreement, not exceeding, however, the amount of €1500 for each case of damages.
15.4 In case of damages that were not caused deliberately, could not be foreseen, and had no major effect on the contractual obligation of the Client (for example, because of server failure, the Premium Entry could not be displayed for a short period of time), the liability cannot exceed the amount of €800 for each case of damages. This does not apply if the liability is for damages caused by negligence.
15.5 The Provider shall not be liable for any damages arising from malfunctions of telephone lines, servers, or other equipment that are beyond the Provider’s responsibility.
16. Term, Automatic Renewal, Cancellation, Withdrawal, and Refunds
16.1 Start of the subscription The agreement becomes effective when the Provider confirms the order and activates the Premium Entry. The subscription start date and selected plan are stated in the order confirmation.
16.2 Available subscription periods Where offered on the relevant Cylex website:
a) a monthly subscription has an initial subscription period of one (1) month; and
b) an annual subscription has an initial subscription period of twelve (12) months.
The selected plan, minimum contractual period, billing frequency, price, and initial subscription period will be displayed during checkout and confirmed in the order confirmation.
16.3 Automatic renewal At the end of the initial subscription period and each subsequent renewal period, the subscription will automatically renew unless automatic renewal is cancelled in accordance with this section. Unless a different renewal arrangement has been validly agreed:
a) a monthly subscription automatically renews for successive periods of one (1) month; and
b) an annual subscription automatically renews for successive periods of twelve (12) months.
Automatic renewal is a continuation of the subscription agreement originally accepted by the Client and does not, by itself, constitute the conclusion of a separate new agreement on each Renewal Date. Where permitted by applicable law and provided that the price and other material subscription conditions remain unchanged, the Provider is not required to obtain separate consent on every Renewal Date. Where applicable law requires express confirmation before renewal or before renewal for another fixed period, the Provider will obtain that confirmation or apply another legally permitted renewal arrangement.
16.4 Renewal Date The "Renewal Date" is the date on which the current paid subscription period ends and the following subscription period begins. For a monthly subscription, the Renewal Date normally occurs each month on the corresponding calendar date. For an annual subscription, the Renewal Date normally occurs each year on the corresponding calendar date. Where no corresponding date exists, the renewal may occur on the last day of that month. The applicable Renewal Date will be shown in the Client's account, order confirmation, invoice, renewal reminder, or another durable confirmation.
16.5 Who may cancel automatic renewal Automatic renewal may be cancelled by:
a) the Client personally;
b) for a Business Client, an authorised account administrator, employee, officer, agent, or other person authorised to manage the subscription on the Business Client's behalf;
c) for an Individual Client, a legal representative or another person legally authorised to act for the Individual Client; or
d) the Provider, where cancellation or termination is permitted under these Terms or applicable law.
The Provider may request reasonable information to verify the identity and authority of the person submitting the cancellation. The Provider may cancel or terminate automatic renewal for non-payment, misuse, legal or compliance reasons, discontinuation of the service, or another legitimate contractual reason, subject to applicable law.
16.6 How the Client must cancel The Client or an authorised representative may cancel automatic renewal:
a) through the subscription-management section of the Client's Cylex account, where this function is available; or
b) by sending a clear cancellation request to the Provider through the customer-support contact method published on the relevant Cylex website.
The cancellation request must identify the Client and the subscription to be cancelled. A cancellation is effective when it is completed through the account or received by the Provider through the designated support channel, subject to any identity or authority verification reasonably required. Merely ceasing to use the service, removing or replacing a payment method, blocking a payment, disputing a charge, unsubscribing from marketing messages, deleting a user account, or requesting removal of content or a business listing does not by itself cancel automatic renewal.
16.7 Cancellation before renewal To prevent the next renewal and charge, cancellation must be completed or received before the payment for the next subscription period is processed and no later than the cancellation deadline displayed during checkout, in the Client's account, or in the order confirmation. Where no earlier deadline is clearly displayed and validly agreed, cancellation completed or received before the start of the Renewal Date will prevent the next renewal. A valid cancellation made before the applicable deadline prevents the subscription from renewing. The Premium Entry remains active until the end of the already-paid subscription period.
16.8 Cancellation after renewal A cancellation completed or received after the renewal payment has been processed applies to future renewals only, unless mandatory applicable law or the Refund Policy provides otherwise. Where a monthly or annual renewal payment has already been processed:
a) the renewed subscription period has begun;
b) the cancellation prevents another renewal after the end of the renewed period;
c) the Premium functions remain available until the end of the renewed and paid period; and
d) the cancellation does not automatically reverse the renewal payment or create a right to a full or partial refund.
A statement that the Client no longer intends to use the service does not retrospectively cancel a renewal completed before the Provider received a valid cancellation. The Provider will confirm the cancellation and state the date on which Premium access will end.
16.9 Account deletion and business-listing removal Cancellation of a subscription, deletion of a personal user account, and removal of a business listing are separate actions.
a) Cancelling automatic renewal does not automatically delete the Client's user account or remove the business listing.
b) A request to delete a user account does not automatically request removal of the business listing.
c) A request to remove a business listing does not, by itself, cancel automatic renewal or create a right to a refund for an already-paid subscription period.
Before deleting the last user account through which an active paid subscription is managed, the Provider will cancel future automatic renewal or, where authorised by the Client, transfer management of the subscription to another account. The Provider may ask the Client to clarify whether a request concerns the user account, the paid subscription, the business listing, or all of them.
16.10 Refunds following renewal Except where required by mandatory applicable law, expressly provided in the Refund Policy, or resulting from a failure by the Provider to supply the service in accordance with the agreement, a monthly or annual renewal fee is non-refundable once the Renewal Date has occurred, the renewed subscription period has begun, and the Premium Entry has remained active or available to the Client. No refund or proportional reimbursement is due solely because:
a) the Client cancels shortly after the Renewal Date;
b) the Client did not intend to continue the subscription but did not cancel before the applicable deadline;
c) the Client did not open or read a renewal reminder;
d) the Client does not actively use the Premium Entry during the renewed period;
e) the Client no longer requires the service;
f) the Client requests deletion of a user account or removal of a business listing after renewal; or
g) the Client requests removal or replacement of the payment method after renewal.
16.11 Statutory withdrawal or cooling-off rights Where an Individual Client or another legally protected Client has a mandatory statutory right to withdraw from, cancel, or reconsider a distance or online contract within a cooling-off period, nothing in these Terms or the Refund Policy excludes or restricts that right. Where permitted by applicable law, the Provider may ask the Client to expressly request that the Premium Entry service begin before the applicable withdrawal or cooling-off period expires. If the Client then exercises a valid statutory right after performance has begun, the Client may be required to pay a proportionate amount for the service already provided, but only to the extent permitted by applicable law. A statutory withdrawal or cooling-off right will be lost only where all conditions required by applicable law have been met.
16.12 Goodwill refunds The Provider may, at its discretion, approve a full or partial refund as an exceptional gesture of goodwill or to resolve an individual complaint amicably. A discretionary refund:
a) does not constitute an admission that the renewal or payment was incorrect;
b) does not constitute an admission of liability, wrongdoing, breach of contract, or legal obligation;
c) does not amend the Terms applicable to other subscriptions;
d) does not establish a precedent or entitlement to a similar refund in another case; and
e) does not affect the cancellation of future automatic renewals.
16.13 Provider termination The Provider may terminate or decline to renew the subscription by giving the notice required by applicable law or, where no mandatory notice period applies, reasonable notice. The Provider may suspend or terminate the subscription immediately where the Client fails to pay, misuses the service, breaches these Terms, creates a legal or security risk, or where immediate action is otherwise permitted by applicable law. If the Provider terminates a paid subscription for reasons not caused by the Client and the service will no longer be provided for part of an already-paid period, the Provider will provide any refund or credit required by applicable law or the Refund Policy. Where applicable law requires additional information, a specific renewal notice, express confirmation, a cooling-off or withdrawal period, a particular cancellation method, a refund, a model withdrawal form, or another procedural safeguard, the Provider will apply that requirement to the relevant Client or subscription.
17. Final Provisions
17.1 Governing law This agreement is governed by the laws of Romania, without prejudice to any mandatory provisions of another applicable law that cannot lawfully be excluded by agreement. Where the Client is an Individual Client or another legally protected Client, the choice of Romanian law does not deprive the Client of any mandatory protection granted by the law that would apply in the absence of that choice, including, where applicable, the law of the Client's habitual residence.
17.2 Jurisdiction Subject to any mandatory jurisdiction rules, the courts having jurisdiction in Oradea, Romania, will have jurisdiction over disputes arising from or connected with this agreement. Nothing in this section prevents either party from bringing proceedings before another court that has jurisdiction under mandatory applicable law. An Individual Client or another legally protected Client retains any right to bring or defend proceedings in a court available under mandatory applicable law.
17.3 If any provision of this agreement is found to be unenforceable or invalid, the remaining provisions shall remain in full force and effect. The unenforceable or invalid provision shall be replaced by a valid provision that most closely reflects the original intent of the parties. The same applies accordingly in the case of any omissions.
18. Data Protection Compliance
18.1 Processing of personal data The Provider processes personal data in accordance with the data-protection and privacy laws applicable to the relevant Cylex service, the Client, and the processing activity.
18.2 Privacy information Further information about the Provider's processing of personal data, including the purposes, legal bases, retention periods, recipients, international transfers, and applicable data-subject rights, is provided in the Privacy Policy published on the relevant Cylex website.
18.3 Subscription records The Client acknowledges that personal data and technical records reasonably necessary to form, administer, renew, cancel, terminate, document, and enforce the subscription agreement may be processed and retained in accordance with applicable law and the Privacy Policy.