The Terms and Conditions was updated and is effective on: May 24, 2018.
- PURCHASE OF ADVERTISING SERVICES. MYBELLABABY 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 the current Terms and Conditions (the “Contract”). Following the date of the execution of this Contract, MYBELLABABY will on or about the date indicated: provide the Advertising Services; publish the print and online advertisement in selected TERMS AND CONDITIONS.
- COLLABORATION. The client shall respect stipulated product fulfillment timelines and provide MYBELLABABY all information as may be reasonably required to fulfill its obligation under this Contract. Should the client not provide all information required or fail to respect stipulated product fulfillment timelines, MYBELLABABY, after reasonable effort to communicate with the client, may begin billing client the Fees and provide the Advertising Services as is.
- APPROVAL OF THE CLIENT'S CREDIT. The client acknowledges that this Contract is strictly conditional upon MYBELLABABY's approval of the client's credit. MYBELLABABY may cancel this Contract if it deems, at its sole discretion, that the client's credit is not satisfactory. The client therefore authorizes MYBELLABABY to conduct all usual enquiries with third parties regarding the client's solvency and credit and to record in the client's file and disclose to third parties information regarding the client's credit.
- VARIABLE TERM AND AUTOMATIC RENEWAL
4.1 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 MYBELLABABY a written notice of non-renewal at least 1 month before the end of the Initial Term or any Renewal Period. Notwithstanding the foregoing MYBELLABABY may at its discretion cease offering Guaranteed Placement products in high demand markets/categories to the client where MYBELLABABY has been unable to attain the client’s confirmation of renewal.
4.2 The client acknowledges that MYBELLABABY may, from time to time, change the date of closing or of publication of the MYBELLABABY print products relating to the Advertising Services purchased, and that any Initial Term or Renewal Period, typically of 6 or 12 months, may be reduced or increased, at MYBELLABABY'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 MYBELLABABY, in accordance with its standard practices. The client shall pay MYBELLABABY the increased Fees upon receipt of a notice of increase from MYBELLABABY.
- LATE CHARGES. The client undertakes to pay the Fees due pursuant to this Contract upon receipt of MYBELLABABY's invoice which may be included in the client's telephone service provider's invoice or forwarded directly by MYBELLABABY. An interest rate of 1.25% per month compounded monthly (16.07% per year) applies to any amount remaining unpaid 1 month following receipt of the invoice.
- EARLY TERMINATION. MYBELLABABY 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. MYBELLABABY shall reimburse all Fees and other charges for unrendered services paid by the client. That sum is paid as liquidated and ascertained damages by MYBELLABABY to the client as full and final settlement and satisfaction of MYBELLABABY’s entire liability for any loss, damages, costs and/or expenses suffered or incurred by the client arising from an early termination. Unless terminated in accordance with section 4, the client may not unilaterally terminate this Contract.
8.1. 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 MYBELLABABY in any other media without MYBELLABABY’s consent (hereinafter collectively referred to as a “Default”);
8.2. On the occurrence of any Default, MYBELLABABY may terminate this Contract immediately. Furthermore all Fees for the remaining Term under this Contract shall become immediately due and payable to MYBELLABABY as liquidated damages.
- NO REPRESENTATIONS BY MYBELLABABY; NO WARRANTY OF SUCCESS FOR THE CLIENT.
The client acknowledges that, in order to promote the Advertising Services, MYBELLABABY may convey data, including statistics, estimates of performance or other types of information, which illustrate the results obtained by certain MYBELLABABY clients, or average results obtained by certain groups of MYBELLABABY clients. MYBELLABABY 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 MYBELLABABY 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 MYBELLABABY may aggregate, display and publish third party content related to the client, as well as publish the client’s content to third party partners of MYBELLABABY. Further, the client acknowledges and agrees that MYBELLABABY 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 publishing of client’s content to third party partners. The client releases MYBELLABABY from all liability with respect to third party content or the publishing of client’s content to third party partners.
- CLIENT'S WARRANTY. The client warrants that it is authorized to publish the advertisement under the territory indicated on the Contract, and to display the digital advertisement and the Website. The client warrants that it holds all permits or licences 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 trade-marks 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 Trade-Marks Act, the Copyright Act and any other law or statute relating to intellectual property.
- LIMITATION AND EXCLUSIONS
12.1. The client acknowledges that MYBELLABABY provides a very large number of advertising services and that errors may thus occur. MYBELLABABY 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 MYBELLABABY's undertaking to offer the Advertising Services for the Fees agreed upon.
12.2. In the case of any error or omission in the Advertising Services, MYBELLABABY'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 third party vendors of MYBELLABABY, if applicable. The client must notify MYBELLABABY of any errors or omissions in the Advertising Services within thirty (30) days of MYBELLABABY having provided the Advertising Services. Should the client not notify MYBELLABABY within said notice period, the client shall forfeit all rights related to such errors or omissions.
- MODIFICATIONS TO THIS CONTRACT BY MYBELLABABY. The client acknowledges that MYBELLABABY may, from time to time, update these Terms and Conditions and the Advertising Services. MYBELLABABY 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 mybellababy.ca or obtained by calling us directly.
- ASSIGNMENT. MYBELLABABY 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 MYBELLABABY’s prior written consent. If the client sells its business or its assets, then the client shall promptly notify MYBELLABABY and MYBELLABABY may consent to the assignment.
- MYBELLABABY'S TRADE-MARKS AND PROPERTY OF THE ADVERTISING SERVICES. The client acknowledges that it is not authorized to use MYBELLABABY's name or any of its trade-marks without the prior written consent of MYBELLABABY. The client also acknowledges that MYBELLABABY owns the intellectual property rights related to the Advertising Services, including but not limited to the print and digital advertisement. The client undertakes not to reproduce same without MYBELLABABY's prior written consent.
- JURISDICTION. This Contract is governed by the laws applicable in the Canadian province where it is entered into.