TERMS AND CONDITIONS
PURCHASE OF ADVERTISING SERVICES
Yellow Pages Digital & Media Solutions Limited or one of its affiliates ("YP") sells to the client, who purchases same, the services described on the attachment of this contract (the "Advertising Services") for the indicated monthly or lump sum fee (the "Fees") and pursuant to the current Terms and Conditions (the "Contract"). Following the date of the execution of this Contract, YP will on or about the date indicated: provide the Advertising Services; publish the print advertisement in selected Yellow Pages™ print directories; and begin offering the digital advertisement in the digital (electronic or mobile) directories. Website services include the creation and development of a website (the "Website"), the registration of a domain, and website hosting and support. Should the client have an existing domain, the domain shall be transferred to YP solely for the purpose of providing the Advertising Services. Upon termination of this Contract, provided the client is not in default of payment of Fees, YP will transfer the domain to the client (fees may apply). Client will be responsible for all third party or registrar transfer fees.
The client shall respect stipulated product fulfillment timelines and provide YP all information as may be reasonably required to fulfill its obligation under this Contract. Should the client not provide all information required, is unreachable despite numerous attempts or fail to respect stipulated product fulfillment timelines, YP, after reasonable effort to communicate with the client, may begin billing client the Fees and if possible, provide the Advertising Services as is.
APPROVAL OF THE CLIENT'S CREDIT
The client acknowledges that this Contract is strictly conditional upon YP's approval of the client's credit.
The client acknowledges that YP may conduct all usual commercial credit enquiries with third parties regarding the client's solvency and credit score and disclose to third parties (such as Equifax) information regarding the client's credit in order to update the client’s credit file. Any personal credit enquiries will require the written consent of the client.
The client agrees that in the event of any changes in the client’s Advertising Services (such as increase in spend) and/or credit status (such as default or late payments), YP may at its sole discretion review the client’s credit and requests additional credit conditions.
YP may cancel this Contract if it deems, at its sole discretion, that the client's credit is not satisfactory.
The client acknowledges that failure in meeting and fulfilling required credit conditions on time could impact YP’s delivery of the Advertising Services.
VARIABLE TERM AND AUTOMATIC RENEWAL
Unless the product description states otherwise this Contract and the Advertising Services are automatically renewed for consecutive subsequent periods (each a "Renewal Period") equal in length to the initial term (the "Initial Term") (Renewal Period and Initial Term collectively referred to as the "Term"), unless the client gives YP a written notice of non-renewal at least 45 days (or at least 90 days for any print advertising) (individually and collectively the “Non-Renewal Delays”) before the end of the Initial Term or any Renewal Period.
The client acknowledges that YP may, from time to time, change the date of closing or of publication of the Yellow Pages print directory relating to the Advertising Services purchased, and that any Initial Term or Renewal Period, typically of 12 months, may be reduced or increased, at YP's sole discretion, and the corresponding Fees reduced or increased proportionally to the reduction or increase in the Initial Term or the Renewal Period. The parties agree that no adjustment to the Fees shall be made when the Initial Term or Renewal Period is not reduced or extended by more than 1 month.
INCREASE OF FEE
The Fees due pursuant to this Contract may be increased annually by YP, in accordance with its standard practices. The client shall pay YP the increased Fees upon receipt of a notice of increase from YP.
FEES AND LATE CHARGES
The client undertakes to pay the Fees due pursuant to this Contract immediately upon receipt of YP's invoice which may be included in the client's telephone service provider's invoice or forwarded directly by YP. Fees may include monthly service, setup, activation, reconnection, administrative and any applicable taxes. If any amount owing by the client under this Contract is overdue by 45 days or more, an interest rate of 1.00% per month compounded monthly (12.68% per year) applies to any amount remaining unpaid after the due date.
YP may charge the client for additional costs related to account activities including suspensions, disconnection, reconnection costs as well as collection efforts due for non-payment, returned or rejected payments (which shall also be considered as Fees). Non-sufficient funds fee of $25 will apply on any payments returned from the client’s financial institution.
Credit of $5.00 or less on final statement/invoice will not be reimbursed.
The client may question or dispute any Fees. The client must do so within 90 days of the disputed invoice date otherwise the client shall be deemed to have accepted the invoiced Fees. If YP believes that the client’s disputed amount(s) is well founded, then the dispute amount(s) shall not be considered past due.
The client is responsible for ensuring that the billing information and payment information (including but not limited to name, mailing address, email address, telephone number, credit card information and/or banking information) are accurate and current. The client, by providing its credit card, banking information or any other preauthorized payment method in order to remit a payment, authorizes YP to charge the client’s credit card or bank account for all Fees or amounts due under this Contract. The client must notify YP of any changes to the billing and payment information. Should the client fail to update its billing information upon change with YP, YP may charge the client for any associated Fees it incurs as a result of said failure.
EARLY TERMINATION BY YP
YP may terminate this Contract or any portion of the services provided hereunder at any time for any reason by providing the client with a thirty (30) day written notice. Unless terminated because of the client’s Default, YP shall reimburse all Fees and other charges for unrendered services paid by the client. That sum is paid as liquidated and ascertained damages by YP to the client as full and final settlement and satisfaction of YP's entire liability for any loss, damages, costs and/or expenses suffered or incurred by the client arising from an early termination.
EARLY TERMINATION BY THE CLIENT
The client acknowledges that the Term is a material element of this Contract and an essential consideration for YP's agreement to offer the Advertising Services. The client shall not unilaterally terminate this Contract.
For those clients located in the province of Quebec, the client specifically renounces to its right to terminate this Contract during the Initial Term as provided by Article 2125 of the Civil Code of Quebec. For any Renewal Period, the client may terminate this Contract for any reason by providing YP with 3 months’ prior written notice, and the client shall then pay to YP any amount owing under this Contract in respect of services which shall have been provided, or any amount incurred by YP, up to the effective date of termination.
The client shall be in default of this Contract should any one of the following occur (a) the client does not pay the Fees due pursuant to this Contract; (b) the client ceases doing business (c) the client reproduces either a portion of or in its entirety the Advertising Services created by YP in any other media without YP's written consent; (d) the client doesn’t fulfill or respect its credit conditions; or (e) the client breaches any other of its obligations under the Contract (hereinafter collectively referred to as a "Default");
On the occurrence of any Default, YP may, without any liability, terminate this Contract immediately and/or suspend the Advertising Services upon 48 hour notice. Furthermore, in case of a termination, all Fees for the remaining Term under this Contract shall become immediately due and payable to YP as liquidated damages.
NO REPRESENTATIONS BY YP; NO WARRANTY OF SUCCESS FOR THE CLIENT
The client acknowledges that, in order to promote the Advertising Services, YP may convey data, including statistics, estimates of performance or other types of information, which illustrate the results obtained by certain YP clients, or average results obtained by certain groups of YP clients. YP declares that such data is, to the best of its knowledge, accurate and that said data has been obtained from credible and independent sources. The client also acknowledges that such data is conveyed solely for informational purposes, that YP does not conduct any analysis regarding the client's business and that consequently, the results obtained by the client may vary considerably from client to client.
THIRD PARTY CONTENT
The client acknowledges and agrees that YP may aggregate, display and publish third party content related to the client, as well as distribute or publish the client's content to third party partners of YP. Further, the client acknowledges and agrees that YP shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with third party content or the distribution or publishing of client's content to third party partners. The client releases YP from all liability with respect to third party content or the distribution or publishing of client's content to third party partners.
The client warrants that it is authorized to publish the print advertisement under the heading and in the territory indicated on the reverse side of this Contract, and to display the digital advertisement and the Website. The client warrants that it holds all permits or licenses which may be advertised, including any license to practice issued by any professional or other regulatory body exercising its jurisdiction over the client's activities. The client further warrants that it holds all the rights to use the trademarks or trade names included in the print and digital advertisement and the Website and that such use does not violate any provision of any law or statute, including the Trademarks Act, the Copyright Act and any other law or statute relating to intellectual property.
To the extent YP collects or otherwise processes personal information in the course of providing the Advertising Services, client represents and warrants that YP is authorized to process such information and that client has obtained all necessary consents and provided all necessary notices as required under applicable privacy laws.
LIMITATION AND EXCLUSIONS
The client acknowledges that YP provides a very large number of advertising services and that errors may thus occur. YP cannot provide the Advertising Services, on an economic basis, without the benefit of a limitation of liability clause. Consequently, the client also acknowledges that such a limitation of liability clause is a material basis of this Contract, that such a limitation of liability constitutes an essential consideration of YP's undertaking to offer the Advertising Services for the Fees agreed upon.
In the case of any error or omission in the Advertising Services, YP's liability will be limited to the sum of the Fees due pursuant to this Contract for the Initial Term or any applicable Renewal Period for the affected Advertising Services. The client acknowledges that the present limitation of liability equally applies to the client's telephone service provider and third party vendors of YP, if applicable. The client must notify YP of any errors or omissions in the Advertising Services within forty-five (45) days of YP having provided the Advertising Services. Should the client not notify YP within said notice period, the client shall forfeit all rights related to such errors or omissions.
MODIFICATIONS TO THIS CONTRACT BY YP
The client acknowledges that YP may, from time to time, update these Terms and Conditions and the Advertising Services. YP may modify the Advertising Services if said modification is to the advantage of the client or such modification does not substantially affect the rights and obligations of the client. The client is bound by any such modifications from the moment the client receives a notice to that effect. The current version of the Terms and Conditions can be found at http://businesscentre.yp.ca/terms-and-conditions or obtained by calling 1-877-909-9356.
YP may assign this Contract or any of its obligations and any payment due under it to a third party without prior written consent from the client. The client may not assign this Contract without YP's prior written consent. If the client sells its business or its assets, then the client shall promptly notify YP and YP may consent to the assignment.
YP'S TRADEMARKS AND PROPERTY OF THE ADVERTISING SERVICES
The client acknowledges that it is not authorized to use YP's name or any of its trademarks without the prior written consent of YP. The client also acknowledges that YP owns the intellectual property rights related to the Advertising Services, including but not limited to the print and digital advertisement, the Website and video. The client undertakes not to reproduce same without YP's prior written consent. Notwithstanding the foregoing and provided the client is not in default of payment of Fees and as permitted by usage license, upon expiry of the Initial Term client may obtain all transferable intellectual property associated with their Website and video. In such event, the client agrees to abide by YP’s suppliers’ license agreements.
This Contract is governed by the laws applicable in the Canadian province where it is entered into.
The parties acknowledge that they have requested that this Contract be drafted in the English language. Les parties reconnaissent avoir exigé que ce contrat soit rédigé en langue anglaise.
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