Terms & Conditions

1 Definitions

In these Terms & Conditions, the following definitions apply:

• "Sybrelix" means Sybrelix EOOD, a Bulgarian company registered under UIC 207891456, with its registered office at ul. Stefan Stambolov 22, Veliko Tarnovo 5000, Bulgaria.
• "Client" means any individual, business, or organisation that engages Sybrelix for services.
• "Services" means influencer marketing, campaign management, content strategy, social media advisory, and all related services provided by Sybrelix as described in any Service Agreement.
• "Service Agreement" means any written agreement (including proposals, statements of work, or order forms) entered into between Sybrelix and the Client for the provision of Services.
• "Influencer" means any third-party content creator, social media personality, or public figure engaged as part of a campaign.
• "Deliverables" means any work product, content, reports, or materials produced by Sybrelix in connection with the Services.
• "Campaign" means a defined influencer marketing initiative with specified goals, timelines, and budget.

2 Acceptance of Terms

By engaging Sybrelix's services in any form — including signing a Service Agreement, submitting a contact form, exchanging emails with agreed scope and fees, or making any payment to Sybrelix — the Client accepts and agrees to be bound by these Terms & Conditions in full.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. If you do not have such authority, you must not proceed.

These Terms & Conditions form part of, and shall be read in conjunction with, any specific Service Agreement between the parties. In the event of conflict, the specific Service Agreement shall prevail.

3 Services

3.1 Scope

Sybrelix will provide the Services as described in the relevant Service Agreement. The specific scope, deliverables, timeline, and fees applicable to each engagement will be set out in the Service Agreement.

3.2 Influencer Relationships

Sybrelix acts as an intermediary between the Client and Influencers. All influencer engagements are subject to separate agreements between Sybrelix and the relevant Influencer. Sybrelix does not guarantee the specific conduct, performance, or content of any Influencer beyond what is specified in the applicable campaign brief and influencer agreement.

3.3 No Guaranteed Outcomes

While Sybrelix uses industry best practices and reasonable skill to achieve campaign objectives, we do not guarantee specific reach, engagement, follower growth, sales, or any other business outcome. Marketing results are subject to many external variables beyond our control.

3.4 Platform Dependency

Our Services are partially dependent on third-party social media platforms (Instagram, TikTok, YouTube, Facebook, LinkedIn, etc.). Sybrelix is not responsible for any changes to platform algorithms, policies, or availability that may affect campaign performance.

3.5 Subcontractors

Sybrelix reserves the right to engage qualified subcontractors to assist in delivering Services. Sybrelix remains responsible for all work delivered under any Service Agreement.

4 Client Obligations

The Client agrees to:

• Provide accurate, complete, and timely information, materials, and approvals necessary for Sybrelix to deliver the Services
• Designate a point of contact with authority to make decisions and provide approvals on behalf of the Client
• Review and respond to content approvals and campaign materials within the agreed timeframes (typically 48–72 business hours)
• Ensure that all brand materials, trademarks, and information provided to Sybrelix are owned by or lawfully licensed to the Client
• Comply with all applicable laws, including advertising standards, consumer protection laws, and ASA/ARMA disclosure guidelines for sponsored content
• Not engage any Influencer introduced by Sybrelix directly, without Sybrelix's written consent, during the term and for 12 months following termination
• Pay all fees and invoices in accordance with Section 5

5 Fees & Payment

5.1 Fees

Service fees are as specified in the relevant Service Agreement. Fees are quoted exclusive of VAT. Where applicable, Bulgarian VAT (currently 20%) will be added to all invoices for Bulgarian-registered entities.

5.2 Payment Terms

• Retainer plans (monthly): Invoiced on or before the 1st of each calendar month. Payment due within 14 days of invoice date.
• Campaign fees: 50% deposit required upon campaign confirmation; 50% balance due within 14 days of campaign completion.
• Influencer fees & production costs: Quoted separately and invoiced in advance of campaign launch.

5.3 Late Payment

Invoices not paid within the agreed terms will accrue interest at a rate of 0.1% per day on the outstanding balance. Sybrelix reserves the right to suspend Services for accounts more than 30 days overdue, without prejudice to any other remedy available.

5.4 Disputes

If the Client disputes any invoice in good faith, they must notify Sybrelix in writing within 7 days of receipt. Undisputed portions remain due and payable by the original due date.

5.5 Refunds

Retainer fees paid in advance for the current billing period are non-refundable upon cancellation, except where Sybrelix materially fails to deliver the agreed Services. Campaign deposits are non-refundable once influencer agreements have been signed.

6 Intellectual Property

6.1 Client Materials

The Client retains all ownership of its own brand assets, trademarks, logos, and materials provided to Sybrelix. The Client grants Sybrelix a non-exclusive licence to use such materials solely for the purpose of delivering the Services.

6.2 Deliverables

Upon receipt of full payment, Sybrelix assigns to the Client all rights in Deliverables created specifically for the Client under the relevant Service Agreement (excluding any pre-existing intellectual property of Sybrelix or third parties).

6.3 Influencer Content

Intellectual property rights in content created by Influencers are governed by the separate influencer agreements. Sybrelix will use reasonable endeavours to secure appropriate usage licences for the Client where specified in the Service Agreement. Extended usage rights beyond the campaign period may require additional fees payable to the Influencer.

6.4 Sybrelix IP

All proprietary tools, methodologies, processes, templates, know-how, and the Sybrelix influencer database remain the exclusive property of Sybrelix. Nothing in these Terms grants the Client any rights to Sybrelix's proprietary assets.

6.5 Portfolio Use

The Client grants Sybrelix the right to reference the Client's name, logo, and campaign results in Sybrelix's marketing materials, case studies, and portfolio, unless the Client requests otherwise in writing.

7 Confidentiality

Each party agrees to maintain the confidentiality of the other party's proprietary and confidential information ("Confidential Information"), including but not limited to business strategies, pricing, financial data, client lists, campaign data, and technical information.

Neither party will disclose Confidential Information to any third party without the other's prior written consent, except: (a) to its employees and contractors on a need-to-know basis who are bound by equivalent confidentiality obligations; or (b) as required by law, court order, or regulatory requirement.

These confidentiality obligations survive the termination of any Service Agreement for a period of 3 years.

8 Warranties & Representations

8.1 Sybrelix Warrants That:

• It has the legal right and authority to enter into these Terms and perform the Services
• Services will be delivered with reasonable skill, care, and diligence
• It will comply with all applicable data protection laws in its processing of personal data

8.2 The Client Warrants That:

• It has the legal right and authority to enter into these Terms
• All information and materials provided to Sybrelix are accurate and do not infringe any third-party rights
• The Client's products and services are lawful and comply with applicable regulations
• It will use campaign content and results only in accordance with agreed usage rights

9 Limitation of Liability

To the fullest extent permitted by applicable law:

• Sybrelix's total aggregate liability to the Client under or in connection with any Service Agreement shall not exceed the total fees paid by the Client to Sybrelix under that Service Agreement in the 3 months preceding the event giving rise to the claim.
• Sybrelix shall not be liable for any: (a) indirect or consequential loss; (b) loss of profit or revenue; (c) loss of business or contracts; (d) loss of anticipated savings; (e) damage to reputation or goodwill; arising out of or in connection with the Services, even if advised of the possibility of such losses.
• Nothing in these Terms limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability which cannot be excluded or limited under applicable law.

10 Indemnification

The Client shall indemnify, defend, and hold harmless Sybrelix, its officers, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including legal fees) arising from:

• The Client's breach of these Terms or any Service Agreement
• The Client's infringement of any third-party intellectual property rights
• Claims that the Client's products or services are unlawful, defective, or misleading
• The Client's use of campaign Deliverables beyond the agreed scope or licence

11 Term & Termination

11.1 Term

These Terms remain in effect for the duration of any active Service Agreement between the parties.

11.2 Termination by Notice

Either party may terminate a monthly retainer with 30 days' written notice. Project-based Service Agreements may be terminated in accordance with their specific terms.

11.3 Termination for Cause

Either party may terminate a Service Agreement immediately upon written notice if the other party: (a) materially breaches these Terms and fails to remedy such breach within 14 days of written notice; (b) becomes insolvent or enters administration, receivership, or liquidation; or (c) engages in any fraudulent, illegal, or grossly negligent conduct.

11.4 Effect of Termination

Upon termination: (a) the Client shall pay all outstanding fees for Services delivered up to the termination date; (b) each party shall return or destroy the other's Confidential Information; (c) any campaign commitments already made to Influencers (signed influencer agreements) shall be honoured and associated costs remain payable by the Client.

12 Dispute Resolution

12.1 Negotiation

In the event of any dispute arising from these Terms or any Service Agreement, the parties shall first attempt to resolve the dispute amicably through good-faith negotiations for a period of at least 30 days from written notice of the dispute.

12.2 Mediation

If the dispute is not resolved through negotiation, either party may refer the matter to non-binding mediation before commencing court proceedings.

12.3 Governing Law & Jurisdiction

These Terms and all Service Agreements shall be governed by and construed in accordance with the laws of the Republic of Bulgaria. The parties irrevocably submit to the exclusive jurisdiction of the competent courts of Veliko Tarnovo, Bulgaria, without prejudice to either party's right to seek interim or injunctive relief in any competent jurisdiction.

13 General Provisions

13.1 Entire Agreement

These Terms, together with any applicable Service Agreement, constitute the entire agreement between the parties and supersede all prior discussions, representations, or agreements relating to their subject matter.

13.2 Amendments

Sybrelix may update these Terms & Conditions from time to time. Material changes will be communicated with at least 30 days' notice. Continued use of our Services after the effective date constitutes acceptance. Changes to specific Service Agreements require written agreement from both parties.

13.3 Force Majeure

Neither party shall be liable for delay or failure to perform obligations caused by circumstances beyond its reasonable control, including natural disasters, pandemic, government action, or platform outages ("Force Majeure Event"), provided the affected party promptly notifies the other and takes reasonable steps to mitigate the impact.

13.4 Waiver

Failure by either party to enforce any provision of these Terms does not constitute a waiver of that provision or the right to enforce it subsequently.

13.5 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13.6 Assignment

The Client may not assign or transfer any rights or obligations under these Terms without Sybrelix's prior written consent. Sybrelix may assign its rights and obligations to any successor entity following a merger, acquisition, or sale of substantially all assets, with notice to the Client.

13.7 Notices

All notices under these Terms must be in writing and delivered by email to the addresses specified in the relevant Service Agreement or to: legal@sybrelix.com.

13.8 Language

These Terms are provided in English. In the event of any conflict between an English version and a translation, the English version shall prevail.

14 Contact