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 The service is intended exclusively for entrepreneurs (legal entities and authorised natural persons, hereinafter referred to as "Client") who act within the scope of their commercial or independent professional activity.
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 The remuneration for the services offered by the Provider depends on the price list which is valid at the time of purchase or renewal, excluding VAT. In the case of automatic renewal and recurring payments, the Client will be notified by email at least 42 days prior to the renewal about the new price list, and that one will be valid. However, if the Client did not receive an email regarding new prices and was not notified by any other means about a new price list, then the old price list remains valid.
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 The Client is only allowed to offset a claim with undisputed or legally established counterclaims. Moreover, the Client is entitled to a lien only if it is based on the same contractual relationship.
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 and Termination
16.1 The agreement becomes valid once the Provider confirms the Premium Entry's existence. The Client will have the Premium Entry for the subscription period selected at the time of purchase.
16.2 Subscription Options:
Monthly Subscription: The Premium Entry will be displayed for a minimum agreement period of one (1) month.
Yearly Subscription: The Premium Entry will be displayed for a minimum agreement period of twelve (12) months.
16.3 Automatic Renewal: The term of the Premium Entry will automatically renew for an additional period equal to the initial subscription (e.g., monthly will renew for another month, yearly for another 12 months), unless the Client cancels the automatic renewal at least three (3) business days prior to the expiration of a monthly term, or at least one (1) month prior to the expiration of a yearly term.
16.4 Refunds and Cancellations:
Cancellations will take effect at the end of the current billing period. For monthly subscriptions, this means the end of the current month. For yearly subscriptions, this means the end of the current 12-month term.
No pro-rata refunds will be issued for any unused portion of a subscription period (monthly or yearly) after cancellation. The Client will retain access to the Premium Entry service until the end of the current paid subscription period.
17. Final Provisions
17.1 This agreement is subject to the applicable laws of Romania.
17.2 Jurisdiction over all disputes arising from or in connection with this agreement shall lie with the competent courts of Oradea, Romania, in accordance with the applicable Romanian laws.
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
The Provider processes personal data in accordance with the applicable data protection laws, including the Irish Data Protection Acts and, where applicable, the EU General Data Protection Regulation (EU GDPR). The Client acknowledges and accepts that personal data necessary for the performance of the agreement will be processed accordingly.