Terms and Conditions
The following standard terms and conditions apply to all customers who order advertising products and services from Phonepages. Print off a copy and be sure to review the agreement prior to purchasing our products or services.
Go to the Contact Us section of the Web site, if you have questions related to the terms of agreement.
- PURCHASE OF ADVERTISEMENT - Phonepages agrees to sell to the client, and the client agrees to purchase, the electronic advertisement (the "Advertisement") as detailed and for the annual fee indicated on the directory advertising sales Invoice. Phonepages will publish the advertisement of the client effective immediately on the first day of sign up. The Standard Terms and Conditions along with each sales invoice (Sales invoice acts as a purchase order) or Additional sales order are separately being referred to as the "Contract".
- ADDITIONAL PURCHASES OF ADVERTISEMENT - The terms and conditions contained herein govern all advertising sold by Phonepages. Additional electronic advertisements may be purchased by the client by the issuance and acceptance of one or more additional sales invoices., and each such additional advertisement shall be governed by these Standard Terms and Conditions as if those terms and conditions were recited at length in the Additional Sales Invoice(s).
- TERM OF CONTRACT - The Contract is for an initial term beginning at the date of execution hereof and ending 12 months from the date of execution (the "Initial Term"). After said Initial Term, the Contract is automatically renewed unless phonepages or the client gives to the other a written notice of non-renewal in writing at least two (2) months before the end of the Initial Term or any Renewal Period for electronic directories. Any such Initial Term or Renewal Period, typically of twelve months, may vary in length, from time to time, in accordance with section 1 of the Contract. In the event that the term is extended, the monthly fee shall apply until the end of the revised term. In the event that the term is shortened, billing shall end upon the revised end of term. The parties agree that no adjustment shall be made when a term is set.
- EDITORIAL RIGHTS - Phonepages holds the right to not put online or remove from its e-directories, the Advertisement for any reason whatsoever. In such event, the Contract shall be terminated and Phonepages shall reimburse any amounts paid in advance by the client. Likewise, Phonepages may, at its discretion, abbreviate, reduce in size, remove a link or otherwise modify the Advertisement.
- TERMS OF PAYMENT - The client undertakes to pay, on time, without compensation, and notwithstanding any dispute related to the Advertisement or any claim the client may allegedly have against Phonepages, the lump sum fee or the annual fee indicated on the Sales Invoice, as the case may be. Payment shall be made in full upon receipt of Phonepages invoice.
- INCREASE OF FEE - The lump sum fee or the annual fee indicated on the Sales Invoice may be increased annually by Phonepages in accordance with its standard practices. The client shall pay Phonepages in accordance with such rates established by Phonepages and of which notice will be given upon request. Phonepages further reserves its right to create, amend or cancel any rebate program or promotional offer regarding its products.
- EARLY TERMINATION - Phonepages may terminate the Contract and refuse to publish the Advertisement upon the following events of default: (i) upon notice to the client from Phonepages if the client is in default of paying any amount owed to Phonepages pursuant to the Contract or to any other agreement entered into with Phonepages; (ii) upon notice to the client from Phonepages upon the occurrence of the client's insolvency, dissolution, bankruptcy, assignment for the benefit of creditors or admission of its inability to pay its debts as they become due. In either events of default, the client will lose the benefit of the term and all sums owed to Phonepages for the balance of the Initial Term or for any Renewal Period of the Contract will immediately become due and payable. The client agrees to be responsible for the payment of expenses, including reasonable attorney fees and costs incurred by Phonepages in connection with the recovery of any amounts due hereunder.
- CANCELLATION PERIOD - Client may terminate the Contract within 5 days of Initial Term. Any cancellation after 5 days will be subject to an Early Termination Fee. For the Bronze package a fee of 100$ plus the number of days the Advertisement has been on the Phonepages website, at a charge of 1.50 per day over the initial 5 day period to a maximum of 90 days. For the Silver package a flat rate of 250$ for cancelation after 5 days. Any cancellation after the initial 90 day period will require the Client to pay the advertising amount in full.All renewal clients are obligated to pay a flat rate of 300$ for cancelation.
- IN THE EVENT OF ERROR - When caused by Phonepages, in the event of: (i) any error or errors in the client's name, address or telephone number or in any other information contained in an Advertisement, (ii) any omission of any Advertisement from electronic directory or from any electronic media of Phonepages, (iii) the incorrect location of any Advertisement in any electronic directory or any electronic media of Phonepages or (iv) the publication or inclusion of any Advertisement in any electronic directory or in any electronic media of Phonepages not specifically requested by the client or contrary to the client's request (collectively, "Errors"), Phonepages agrees to adjust the charges to the client with respect to the specific Advertisement containing the Errors in proportion to the relative importance, if any, of such Errors to the overall Advertisement, as determined by Phonepages, acting reasonably.
- LIMITED LIABILITY OF Phonepages - The client agrees that the liability of Phonepages under the Contract is limited as follows:
(i) notwithstanding paragraphs(ii) and (iii) hereunder, Phonepages liability to the client for any and all damages sustained by the client for any Errors in any standard free listing will be limited to $20 for the period during which the listing appears in any current print or electronic directory or directories or in any electronic media of Phonepages;
(ii) for Errors not caused by the negligence of Phonepages, Phonepages liability to the client for any and all damages sustained by the client will be limited to making a refund or cancelling any charges associated with the specific Advertisement subject to the Errors for the period during which that Advertisement appears in any current print or electronic directory or directories or in any electronic media of Phonepages; and
(iii) for Errors caused by the fault, negligence or intentional conduct of Phonepages, Phonepages liability to the client for any and all damages sustained by the client will be limited to an amount equal to the lower of: (a) direct, actual and proven damages incurred by the client directly as a result of Phonepages error or (b) 1.5 times the charges associated with the specific Advertisement subject to the Errors for the period during which that Advertisement appears in electronic directory of Phonepages.
Without limiting the generality of the foregoing, the client agrees that Phonepages shall in no circumstances be liable to the client for any interruption or delay in the ability of members of the public to access any Advertisement of the client in any directory or directories or in any electronic media of Phonepages. Instead of monetary compensation, the client agrees that Phonepages may compensate the client for any damages sustained by the client as a result of any Errors by giving to the client a credit on outstanding amounts or a credit for current or future advertisements. The client hereby acknowledges that the limitation of liability contained in this paragraph is equitable and reasonable in the commercial context of the Contract and that Phonepages would not have concluded the Contract without the client agreeing to limit its liability in the manner set forth herein.
- NO GUARANTEE OF SUCCESS - The client acknowledges that Phonepages does not make any guarantee with regard to the success, derived benefits or responses that the client may have following the publication of the Advertisement.
- CLIENT RESPONSIBLE FOR ADVERTISEMENT - The client warrants that it is authorized to publish the Advertisement. The client guarantees that the Advertisement does not violate any law and that it holds all permits or licences which may be necessary to publish the Advertisement in the heading and territory requested. The client furthermore guarantees that it holds all the rights to use the trade marks or commercial names included in the Advertisement and that this use does not contravene any provision of any law or statute, including the Trade-Marks Act, the Copyright Act and any other law or statute relating to intellectual property. The client agrees to indemnify and hold Phonepages harmless from and against any and all liabilities, damages, award, settlements, losses, claims and expenses, including reasonable attorney fees and costs of investigation due to (i) any claim by a third party relating to the Advertisement, including infringement of any third party's intellectual property rights; (ii) claims for misleading advertising and claims related to client product warranties or performance; and (iii) any other actions of client which give rise to any other liability at law. Furthermore, when the Advertisement is created by the client or one of its representatives, the client acknowledges that Phonepages shall not bear any liability with regards to the content, graphical norms or physical appearance of the Advertisement.
- OWNERSHIP OF ADVERTISEMENT - The client hereby grants to Phonepages a perpetual, nation-wide and free licence to use and reproduce in any manner whatsoever any intellectual property rights which it may own or for which it has a license for the purpose of being embodied in the Advertisement. Save and except the intellectual property rights herein subject to the license granted in favour of Phonepages, when Phonepages created the Advertisement, the client acknowledges that Phonepages owns the intellectual property rights related to the Advertisement and undertakes not to reproduce it without Phonepages prior written consent.
- Phonepages TRADEMARKS - The client is not authorized to use Phonepages name or any of its trademarks without the prior written consent of Phonepages. Neither party will make any statement (whether oral or in writing) in any press release, external advertising, marketing or promotion materials regarding the other party or its services.
- MODIFICATIONS - Phonepages may, from time to time, unilaterally modify the Contract if such modifications do not substantially affect the rights and obligations of the client. The client is bound by any such modifications from the moment he is informed thereof. No amendment to this Contract by the client is effective unless approved in writing by Phonepages legal department.
- TRANSFER OR ASSIGNMENT - The client may not transfer or assign the Contract without Phonepages prior written consent. The client acknowledges that he remains liable for the obligations hereunder contained notwithstanding any sale, transfer, disconnect, assignment or winding-up of his business or assets including his telephone number or Advertisement, in whole or in part.
- CLIENT EQUIPMENT COMPATIBILITY - The client shall, at his own cost and expense, be responsible for the use and compatibility of all equipment and software to access any electronic Advertisement and shall be liable for all costs to troubleshoot difficulties related to same. Phonepages shall not be responsible to the client if any changes to any such electronic Advertisement cause equipment or hardware to become obsolete, require modification or attention or otherwise affect performance of same.
- APPROVAL BY Phonepages - The client accepts and agrees that the Contract is subject to credit approval by Phonepages. The client authorizes Phonepages to make appropriate enquiry with any third party regarding the client's solvency and credit and in this context, record in the client's file and disclose such information in that regard. If such credit rating is not satisfactory to Phonepages, the Contract shall be null and void as if never entered into.
- JURISDICTION - When entered into in the Province of Québec, the Contract is governed by the laws applicable in the Province of Québec and the courts of the district of Montreal shall have sole jurisdiction over any dispute arising hereunder.
- PRIVACY PROVISIONS - This section only applies when the client is an individual. The client confirms that the personal information provided to Phonepages is correct. The client acknowledges having been informed, upon supplying it, that: (i) the information would be used to manage the client's file (credit, billing, collection) with regard to the application for advertisement; (ii) the information in said file will be accessible, when necessary, to employees or representatives of Phonepages in the performance of their duties, and (iii) the client's file will be kept at Phonepages client service office. Any request for access or changes to the client's file shall be made in writing to this office. The client shall inform Phonepages of any changes of the personal information provided to Phonepages without delay. The client authorizes Phonepages to include the client's name, address and telephone number(s) on its nominative list of clients for purposes of marketing or charitable canvassing and to give this nominative list to its contracting partners for the same purposes; the client reserves the right to cancel such authorization at any time, upon a written or verbal request to Phonepages.
- LIMITATION - When this Contract is entered into in the Province of Quebec, no action, whether based in contract, tort (including any action based on negligence), or otherwise arising out of this Contract may be brought by the client unless, within one (1) year after such cause of action arose, the client gave notice in writing to Phonepages of his intention to bring such action.
- SEVERABILITY - Each provision, or part thereof, of this Contract shall be severable from every other provision, or part thereof, of this Contract for the purpose of determining the legal enforceability of any specific provision.
- ENTIRE CONTRACT - This Contract, together with any Purchase Order , sales invoices or Additional sales Orders, constitute the entire agreement between the parties pertaining to the subject matter of this Contract and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written of any of the parties in respect of the subject matter hereof. There are no conditions, representations, warranties or other agreements between the parties in connection with the subject matter of this Contract, whether oral or written, express or implied, statutory or otherwise, except as specifically set out in this Contract.
- LANGUAGE - The parties acknowledge having requested that the Contract be drafted in the English language. Les parties reconnaissent avoir exigé que cette convention soit rédigée en langue anglaise.
- WEBSITE TERMS AND CONDITIONS. The materials on Phonepages Website (the "Site"), which may include text, images, audio clips, video clips, software and other materials (the "Content"), are provided by Phonepages for informational purposes only. By accessing the Site or downloading any Content, you agree to be bound by the terms and conditions set out below ("Terms and Conditions"). If you do not agree to these terms and conditions, do not access the Site or download any Content.
- General Disclaimers: Phonepages intends for the Content on the Site to be accurate and reliable, however, since the Content has been compiled by Phonepages from a variety of sources, it is provided to you "as is" and "as available". PHONEPAGES ASSUMES NO RESPONSIBILITY TO YOU OR ANY THIRD PARTY FOR ANY ERRORS OR OMISSIONS OF ANY KIND IN THE CONTENT, AND DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, AS TO THE CONTENT AND TO ANY MATTER RELATING TO THE SITE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES AND/OR CONDITIONS OF NON INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Links available on the Site will allow you to link to Websites not maintained or controlled by Phonepages. Phonepages provides these links for your convenience, and is not responsible for the contents of any linked site Phonepages uses reasonable efforts to ensure the accuracy of its Content on the Site, but cannot and does not warrant the accuracy, completeness, non-infringement, merchantability or fitness for a particular purpose of any information available through these links, and makes no representation or endorsement whatsoever about any other Website which you may access through the Site. It is your responsibility to ensure that any Website you choose to use is free of potentially destructive items such as viruses.
IN NO EVENT WILL PHONEPAGES BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THIS SITE OR THE CONTENT AVAILABLE OR REFERRED TO ON THIS SITE, OR ANY OTHER SITE YOU MAY ACCESS THROUGH THIS SITE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Use of the Site. You may not post, upload, publish, reproduce, transmit or otherwise distribute information or other material on this Site:
- constituting or encouraging conduct that would constitute a criminal offence or give rise to civil liability;
- which is protected by copyright, or other intellectual property right, or derivative works thereof, without obtaining permission of the copyright holder; or
- otherwise use this Site in a manner which is contrary to law or electronic etiquette, or which would adversely impact use of the Site or the Internet by other users, including the posting or transmitting of information or software containing viruses or other disruptive components.
- Copyright. All Content published on or otherwise accessible through this Site is protected by copyright. The Content, and the copyright in the Content, are owned or controlled by Phonepages or its content suppliers. You may only use or reproduce the information in the Content for your own personal, non-commercial or educational use. The Content may not be otherwise used, reproduced, broadcast, published or retransmitted without the prior written permission of the copyright holder. You must abide by all copyright notices, information and restrictions contained in any Content on or accessed through the Site, and maintain such notices in the Content.
- Trademarks. Phonpages logos & designs are trademarks of Phonepages. All other products, services and company names mentioned in the Site may be trademarks of their respective owners.
You may not use any trademark displayed on the Site without the written permission of Phonepages or the relevant owner of the trademark.
- Privacy and Confidential Information. Phonepages Privacy and Security Policy is a binding part of these Terms and Conditions.
- Indemnity. You agree to defend, indemnify and hold Phonepages and its related companies harmless from any and all liabilities, costs and expenses, including reasonable attorneys' fees, related to any violation of these Terms and Conditions by you or users of your account, or in connection with the use of this Site or the placement or transmission of any information or other materials on this Site by you or users of your account.
- Territory. Phonepages site originates in North America. Phonepages products and services are offered in Phonepages operating territory. Some products and services referred to on the Site may not be available in all parts of Phonepages territory.
- Changes. Phonepages reserves the right to change or remove any Content from the Site, in whole or in part, at its sole discretion, at any time, without notice.
Miscellaneous. Terms and Conditions, including Phonepages Privacy and Security Policy and other documents referenced herein, constitute the entire agreement between Phonepages and you with respect to your use of this Site. Phonepages failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. If any of the Terms and Conditions is determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination shall not affect the remaining provisions hereof. This Agreement shall be governed by and construed in accordance with the laws of Quebec and the federal laws of Canada applicable therein. The parties have required that these Terms and Conditions and all related documents be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents qui s'y rattachent soient rédigés en anglais.