Terms and Conditions regarding Premium Entries
- 1.1 These Terms and Conditions of Cylex Dienstleistungs GmbH (hereinafter referred to as “Provider”) apply to the usage and placement (specified under section § 4) of the paid advertising option called Premium Entries, offered on the website of SC Cylex Tehnologia Informatiei International SNC. This agreement is made solely with Cylex Dienstleistungs GmbH. If for some reason the Premium Entry was acquired as a free advertising option, the remuneration and payment methods of section § 13 along with the warranty from the § 14th section will not be valid.
- 1.2 The service is addressed solely for entrepreneurs (companies and authorised natural persons, hereinafter referred to as “Client”) who act in their commercial or independent professional activity.
2. Subject matter of the agreement
- The subject matter of this agreement consists of the following:the agreement period specified at section § 16 (1) in accordance with section § 6 which represents the time period when the Premium Entry will appear on the Provider's website.
- the specifications of the Premium Entry as listed under section § 3
- the placement of the Client's Premium Entry as indicated under section § 4the date from which the Premium Entry will appear, specified at section § 4 (2)
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 in 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.us.com. 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 not later than the following working day after the payment was made. The Premium Entry will appear without 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 hyper link) 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 browser tab.
6. The availability of the website
- The Provider guarantees that the website specified at section § 4 will be available at least 161 hours per week. If for some reason this condition is not met, the rights of the Client indicated under section § 14 (2) will be applied.
7. The obligations of the Client with regards to content and indemnification
- 7.1 The Client ensures that the content of the target website (the one provided in the presentation page of his/her company) does not violate or impair any of the applicable laws or third party rights.
- 7.2 The Client shall indemnify the Provider from all third party claims in connection with infringements indicated in paragraph (1) and undertakes from the Provider every disadvantage and damage regarding this.
8. Refusal, removal and deactivation
- 8.1 The Provider is entitled to turn down the paid Premium Entry, in case there is clear evidence of one of the following situations:
- the Premium Entry violates the applicable law
- the Premium Entry affects or violates any third party rights
- the placement of the Premium Entry is unacceptable for some reason.
- 8.2 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 of the applicable laws or third party rights.
- 8.3 If the Provider takes measures in conformity with paragraph (1) or (2), he/she will inform the Client immediately stating the reasons why.
In case of paragraph (1) the Client can create a new Premium Entry or make changes to the existing one in order for it to meet the conditions of the agreement. However, if he/she delays this process, the consequences of this delaying will be borne by the Client.
In 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).
- 8.4 The Provider will withdraw or reinstate the measures taken in accordance with paragraph (2), as soon as the Client proves to the Provider, either that he/she has restored the legitimate state of the Premium Entry or that the current state is legitimate.
- 8.5 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.
9. Further obligations of the Client
- 9.1 The Client will keep the linked target page(s) indicated in section § 4 available for the period of the agreement.
- 9.2 The Client will inform the Provider immediately, if he/she finds evidence that the Premium Entry violates and/or impairs any of the applicable laws or third party rights.
- 9.3 If the Client disrupts/holds up or interferes with the provision of services fixed in the agreement, he/she shall notify the Provider immediately.
- 9.4 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.
10. Granting of rights
- 10.1 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.
- 10.2 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.
11. The analysis of the Premium Entry by the Client
- The Client shall check the Premium Entry immediately after he/she buys it in order to see if the Premium Entry is correctly and properly placed. Furthermore, the Client will have to notify the Provider of any errors/mistakes within 3 working days. After this period, the Premium Entry is deemed to be accepted.
12. Remuneration and payment methods
- 12.1 The remuneration of the services offered by the Provider depends on the price list which is valid at the time of purchasing or the time of renewal, excluding VAT. In the case of the automatic renewal and recurring payments, the Client will be notified by email with 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.
- 12.2 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.
- 13.1 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.
- 13.2 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.
- 13.3 The Client's right to compensation claims, in conformity with the statutory provisions remains unaffected by the above-mentioned regulation.
- 14.1 The Provider is liable for damages of his/her own fault as well as the fault of his/her legal representatives, senior executives or other employees/agents as stated by the following terms.
- 14.2 The Provider is held responsible in case of any damages or personal injuries that were caused deliberately, with gross negligence or with fraudulent-intent by the Provider, respectively his/her legal representatives, senior executives or other employees/agents.
- 14.3 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 USD per each case of damages.
- 14.4 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 e.g. 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 USD per each case of damages. This does not apply if the liability is for damages caused by negligence.
- 14.5 The Provider is not liable for any damages caused by malfunctions of telephone lines, servers or other devices which are not his/her responsibility.
15. Term and Termination
- 15.1 The agreement will be valid from the point when the Provider confirms the Premium Entry's existence. The Client will have the Premium Entry for the period specified at its purchasing.
- 15.2 The Premium Entry will be displayed for the minimum agreement period of 12 months.
- 15.3 The term of the Premium Entry will be automatically renewed for another 12 months, unless the Client cancels the automatic renewal with at least one month prior to the expiration of the first term (meaning within the first 11 months of the agreement).
16. Final Provisions
- 16.1 This agreement is subject to the applicable laws of Germany.
- 16.2 Jurisdiction over all disputes arising from or in connection with this agreement has to be in conformity with the above-mentioned law(s), applied in Oberhausen.
- 16.3 Even if one or some of the conditions of this agreement cannot be fulfilled or become invalid, the other conditions will still remain valid. As far as the invalid/unfulfillable condition is concerned, another condition will be instated in its place, one that is the closest to what both parties agreed on. The same applies in case the agreement contains any gaps.