Terms of Advertising
If for any reason the advertiser refuses to cooperate with the publisher to coordinate the production of an online advertising product for a period of one months, the advertiser will be liable for the full amount of the contract in accordance with the payment stipulations on the reverse and the publisher will no longer be required to provide the online advertising product.
“Publisher” means The British Columbia Chefs’ Association, and any of its associates or affiliates using the name “BCCA” and “Advertiser” means the individual, partnership and/or proprietorship, association or company on whose behalf the authorized representative is signing.
The advertiser agrees the publisher will place an advertisement as described on the reverse hereof to be published after the date of contract or to be hosted on www.bcchefs.com. No verbal arrangements or amendments contrary to or in addition to this agreement will be recognized. This contract constitutes the entire agreement between advertiser and the publisher. No agent or employee of the Publisher has the authority to vary any terms of the agreement.
Advertisers are subject to the approval of the publisher who shall have complete discretion as to the insertion and content of all ads. The publisher reserves the right to reject any ad at any time and is further entitled to delete, alter or abbreviate any advertising or listing.
The advertiser shall have the right to cancel this contract by delivery of a written notice sent by registered mail or signed for delivery within ten (10) working days from the date of this contract. In that event all monies paid or received will be refunded. Any cancellation eleven (11) or more working days after the contract will not be accepted.
The person signing the contract warrants that he or she has authority for and on behalf of the advertiser to do so. The person also warrants that they own the right to any trademark or intellectual property confined within the advertisement requested.
ARTWORK AND APPROVAL
The onus rests upon the advertiser to supply the publisher with suitable, detailed and accurate profile information and/or ad copy. Should the publisher not be provided with the required profile information and/or ad copy within two months from the date of purchase order, the advertiser will be liable for the full amount of the contract in accordance with the payment stipulation on the reverse.
It remains the obligation of the advertiser to inform the publisher in writing of any changes in address or telephone number 60 days prior to any publishing date.
Not withstanding anything in this contract including the details on the reverse, the position of the advertising is in the sole discretion of the publisher and positioning of the advertisement is not guaranteed.
The firm name, address and telephone number as shown on the face of this contract are the criteria for correctness in the directories subscribed for unless otherwise specified in writing.
Both parties acknowledge that although written acceptance of proofs is the most desirable practice to ensure compliance with the advertiser’s requirement, delay or non signing off of profile information and/or ad copy given to the advertiser does not void or alter the terms or conditions of this contract in any way.
The publisher will email copies of proofs to the advertiser requesting acceptance thereof. If the proof is not returned or no reply is received by the publisher within 5 working days from the date of emailing, the proof will be assumed to be correct. Changes to ad copy must be received in writing by the deadline specified on the proof. The publisher reserves the right to refuse changes after this date.
An ad supplied by the advertiser may be used by the advertiser in any other medium. Where the publisher or their representatives are the creator and/or designer however it may not be used for any other directory or Internet application without the written permission by the publisher.
“Ad Copy” shall mean website advertising or sponsorship on the publisher’s quarterly e-newsletters; website banners; a corporate profiles upgrade to a searchable mechanism by location and specialty category; add-ons that may include video or audio streaming; banner/box graphic design; and publisher created editorial for a corporate profile.
“Intellectual Property” means all the following: a) copy-rights, including moral rights, registrations and applications for registration thereof; b) computer software programs, data and documentations; c) patents, patent applications and all related continuations, divisional, reissue, utility models, design patents, applications and registrations thereof, certificates of inventions; d) trade secretes and confidential information, know-how, manufacturing, system process and techniques, designs, prototypes, enhancements, improvements, work-in progress, research and development information; e) other proprietary rights relating to the foregoing.
“Product” shall mean the object code of the software program and the interface environment for the publisher’s website, www.bcchefs.com made available to advertiser and advertiser’s end use pursuant to this Agreement for use via the World Wide Web and all intellectual property pertaining thereof, including the BCCA server, infrastructure, computer programs, software products (including any third party software programs), databases, files and data either used to operate the product or incorporated thereof, the system and processing, the documentation, modifications and enhancements.
OWNERSHIP OF INTELLECTUAL PROPERTY
Advertisers shall not remove or alter any copyright notice, trademark or other proprietary or restrictive notice or legend affixed to, contained or included in, the Product and any material provided by www.bcchefs.com.
DISPUTES AND RESOLUTIONS
No payment due under this contract may be withheld by the advertiser on the grounds of claims for non-performance or alleged defects or failures on the part of the publisher, including whether or not the advertisement meets the expectations of the Advertiser. In the event of such claims, the advertiser will continue to make the payments due under this contract and lodge a formal complaint in writing with the publisher. In the event that the complaint is not accepted by the publisher or not resolved through negotiation within 30 days of delivery of the complaint to the Publisher, the dispute shall be resolved by arbitration, under the provisions of the Arbitration law of British Columbia, Canada.
Where the advertisement is provided at no cost to the advertiser, the publisher will not be responsible in any way for any omission or error or failure to meet the expectations of the advertiser.
FINANCE AND PAYMENT
Deposits (if required) under this contract are payment for the costs of the publisher in negotiating this contract, the preparation of art work and the administration of the contract. Deposits are not refundable unless the publication of the directory is delayed by the sole decision of the publisher for more than 3 months after the publishers proposed publication date.
Overdue payments are subject to a 2% per month carrying charge (24% per annum). The publisher may proceed against the advertiser for the collection of the full remaining balance of the contract where any instalment is more than 2 months in arrears.
If the Advertiser has failed to pay as due any amounts under any other contracts with the publisher, the publisher may in its sole discretion, apply any deposit received under this contract to such overdue amounts and decline to publish the advertisement described on the reverse.
ADVERTISERS WARRANTY AND INDEMNIFICATION OF PUBLISHER
The Advertiser warrants the truth and accuracy of all information provided to the publisher for the production of the advertisement, and that the advertiser is authorized to use all such information, logos, designs, trademarks, service marks and other intellectual property provided to the publisher for the advertisement.
The advertiser agrees to indemnity and hold harmless the publisher from and against any and all controversies, claims, demands, suits, damages or cause of action based upon advertising which may be alleged to infringe upon any Trade Mark, Trade Name, copyright, profession or body or give rise to any other liability at law.
The advertiser acknowledges that the Publisher owns the copyright to the advertisement published. To such extent as the advertiser would, but for the clause, own the copyrights in all or part of the said advertising, the advertiser hereby assigns all such copyright to the publisher.
The advertiser authorizes the Publisher to place the advertisement or any part thereof on the Internet and in advertising and promotional material created or distributed by the publisher.
Publisher products and services will be distributed by third parties. The Publisher will use reasonable care in selecting and monitoring the distributor, but will not be responsible for deficiencies in distribution caused by the distributor.
The advertiser agrees that any and all liability of every nature or kind (including without limitation that arising from the breach of contract or negligence resulting from any cause including without limitation the omission of any advertisement, the wrong location or quality thereof, or any error or omission by the publisher and their respective agents and employees therein) is hereby limited to a and shall not exceed the amount of the charges payable by the advertiser in respect of such advertisement for or in respect of the particular directory issue involved subject to such limitations, the amount of liability for any such matter when ascertained or agreed upon shall b set of against the charges payable by the advertiser in respect of the advertisement and be abated or refunded on a prorate basis proportionate to the extent to which such error or omission affect the entire advertisement.