Advertising Sale Terms and Conditions
Purchase of Advertising Services
The present agreement hereby confirms the terms of sale and service whereby 411SmartSearch.ca and/or 411SmartSearch.com (hereinafter “411SmartSearch”) sells to the client, who purchases same, the services described on the reverse side of this contract (the “Advertising Services”) for the indicated monthly or lump sum fee (the “Fees”) and pursuant to these Terms and Conditions (the “Contract”). Following the date of execution of this Contract, 411SmartSearch will on or about the date indicated provide the Advertising Services on 411SmartSearch.ca and 411SmartSearch.com for the benefit of the client.
Variable term and Automatic Renewal
This Contract and the Advertising Services will be 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 411SmartSearch a written notice of non-renewal at least 3 months before the end of the Initial Term or any Renewal Period.
Increase of Fee
The Fees due pursuant to this Contract may be increased annually by 411SmartSearch in accordance with its standard practices. The client shall pay 411SmartSearch the increased Fees upon receipt of a notice of increase from 411SmartSearch.
The client undertakes to pay the Fees due pursuant to this Contract upon receipt of 411SmartSearch’s invoice. An interest rate of 1.0% per month compounded monthly applies to any amount remaining unpaid 1 month following receipt of the invoice.
The client shall be in default of this Contract should the client does not pay the Fees due pursuant to this Contract (hereinafter collectively referred to as a “Default”);
On the occurrence of a Default, 411SmartSearch may terminate this Contract immediately. Furthermore, all Fees for the remaining Term under this Contract shall become immediately due and payable to 411SmartSearch as liquidated damages.
The client warrants that it is authorized to publish the advertisement under the heading and in the territory indicated on the reverse side of this Contract, and to display the digital advertisement. 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 advertisement 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.
Limitation and Exclusions
The client acknowledges that 411SmartSearch provides a very large number of advertising services and that errors may thus occur. 411SmartSearch 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 411SmartSearch’s undertaking to offer the Advertising Services for the Fees agreed upon.
In the case of any error or omission in the Advertising Services, 411SmartSearch’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 must notify 411SmartSearch of any errors or omissions in the Advertising Services within forty-five (45) days of 411SmartSearch having provided the Advertising Services. Should the client not notify 411SmartSearch within said notice period, the client shall forfeit all rights related to such errors or omissions.
411SmartSearch 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.
411SmartSearch.ca’s Trademarks and Property of the Advertising Services
The client acknowledges that it is not authorized to use 411SmartSearch’s name or any of its trademarks without the prior written consent of 411SmartSearch. The client also acknowledges that 411SmartSearch owns the intellectual property rights related to the Advertising Services. The client undertakes not to reproduce same without 411SmartSearch’s prior written consent.
This Contract is governed by the laws applicable in the Province of Quebec, District of Montreal.
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.
Updated on April 30th, 2019.