Terms & 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
- 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. 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. If you choose to discontinue the service for the following year, please call at any time before the end of your paid term, otherwise there will be a cancelation fee applied to your account.
- 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
- 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
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
- 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
- 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.