1.1 These Terms and Conditions of Cylex Dienstleistungs GmbH (hereinafter referred to as "Publisher") apply to the usage and placement (specified under section § 4) of online listings called Entries, offered on the websites of SC Cylex Tehnologia Informatiei International SNC. WHEREAS, Publisher is in the business of online listing Entry management, including managing business listings on important listing sites such as sites and directories owned by Publisher on the following Supports:
*opening hours are mandatory
**If the company already has a Yably page the information will be updated, otherwise, new companies will not be automatically imported in Yably
1.2 This agreement is made solely with Cylex Dienstleistungs GmbH. If for some reason the 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.
1.3 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.
2.1 The subject matter of this agreement consists of the following:
2.2 The date from which the Entry will appear, specified in section § 4 (2)
3.1 The Publisher offers the Entry as an advertising option.
3.2 The conditions of the Entry can change in the limits of the offer; nevertheless, the matters set forth at the time of the agreement will be considered valid.
4.1 The Publisher offers the Client advertising space on its website for the placement of the Entry. The Entry will appear on Cylex and on most of the Publisher’s sites and directories. The Publisher accepts the placement of the Entry on the advertising spaces mentioned above.
4.2 The Entry will appear without a time limit, thus around the clock.
5.1 The Publisher links the Entry (in the form of a hyperlink) with the web address specified by the Client (the 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 Entry or any of its parts will take place in a browser tab.
6.1 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.
6.2 The Client shall indemnify the Publisher from all third-party claims in connection with infringements indicated in paragraph (1) and undertakes from the Publisher every disadvantage and damage regarding this.
7.1 The Publisher is entitled to turn down the Entry, in case there is clear evidence of one of the following situations:
7.2 While the Entry is displayed, the Publisher is entitled to remove or deactivate the Entry immediately and without prior notification of the Client, if there is clear evidence that the Entry or the target website mentioned in section § 8 violates and/or impairs any of the applicable laws or third party rights.
7.3 If the Publisher takes measures in conformity with paragraph (1) or (2), he/she will inform the Client immediately stating the reasons why.
7.4 In case of paragraph (1) the Client can create a new 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 delay will be borne by the Client.
7.5 In case of paragraph (2) the Client will either immediately restore the legitimate state of the Entry or the linked target page(s), respectively create a new Entry, specify another target link; or verify the legitimacy of the current one(s).
7.6 The Publisher will withdraw or reinstate the measures taken in accordance with paragraph (2), as soon as the Client proves to the Publisher, either that he/she has restored the legitimate state of the Entry or that the current state is legitimate.
7.7 The Client's obligation to pay the remuneration specified in section § 12 remains unaffected by the measures taken in accordance with paragraphs (1) and (2) of section § 9.
8.1 The Client will keep the linked target page(s) indicated in section § 4 available for the period of the agreement.
8.2 The Client will inform the Publisher immediately if he/she finds evidence that the Entry violates and/or impairs any of the applicable laws or third-party rights.
8.3 If the Client disrupts/holds up or interferes with the provision of services fixed in the agreement, he/she shall notify the Publisher immediately.
8.4 The Client foresees the aforementioned obligations as contractual liability and can be held responsible for every damage, arising to the Publisher on account of non-contractual provision of the aforementioned obligations of the Client.
8.5 The Client will use the following format, XLSX, provided by the Publisher when sending the Entries. Download Bulk Upload Sample
8.6 The Client will use a distinct ID to differentiate each location. Unique Identifier. In a single file, duplicate store codes are not allowed.
8.7 The Publisher undertakes to create, redirect duplicates, delete, and update each Entry the Client sends by document.
8.8 The Client should be aware of the fact that if the entry is already listed in our database all the old info will be removed and we will leave only the info sent in the XLSX file. This will happen with each document upload.
9.1 The Client shall grant the Publisher a simple, non-exclusive, non-transferable, global right during the period of the agreement. Once the agreement ends, the Publisher will have the right to keep all data provided by the Client. In addition, for the purpose of the agreement the Client grants the Publisher unlimited rights of using the content of the Entry.
9.2 The aforementioned granting of rights includes the Publisher’s and all its managing business listings on important listing sites such as sites and directories owned by the Publisher (see section 1.1), right to store, reproduce, publish or make amendments to the content of the Entry, as well as update or change the information on the Entry's presentation page, provided that these actions are necessary for the implementation of the agreement.
10.1 The Client shall check the Entry immediately after he/she buys it in order to see if the Entry is correctly and properly placed. Furthermore, the Client will have to notify the Publisher of any errors/mistakes within 3 working days. After this period, the Entry is deemed to be accepted.
11.1 The price for each entry is $1/entry/year. The Publisher reserves the right to apply different discounts.
11.2 Because of the costs involved in transaction processing and online transactions, the minimum base price will be $10 (VAT excluded). You may upload less than 10 new entries or just update existing ones, but the sum you will have to pay for those entries is $10 (VAT excluded).
11.3 Once the invoice is paid the Publisher will start to upload the data sent by the Client. If the Publisher trusts the Client to fulfill his/hers obligations, the upload of the data sent by the Client can start even if the invoice is not yet paid.
11.4 The Publisher will issue the Client an invoice which is calculated in accordance with the following formula:
11.5 The remuneration of the services offered by the Publisher depends on the price list which is valid at the time of purchasing, excluding VAT.
11.6 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.
12.1 The Publisher will place the Entry in compliance with the regulations as well as the time period specified in the agreement
12.2 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.
12.3 The Client's right to compensation claims, in conformity with the statutory provisions remains unaffected by the above-mentioned regulation.
13.1 The agreement will be valid from the point when the Publisher confirms the Entry's existence. The Client will have the Entry for the period specified at its purchasing.
13.2 The Entry will be displayed for the minimum agreement period of 12 months.
14.1 This agreement is subject to the applicable laws of Germany.
14.2 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.
14.3 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.