Terms & Conditions

The following standard terms and conditions apply to all customers who order advertising products and services from Locally. 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.

1. PURCHASE OF ADVERTISEMENT - Locally 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. Locally 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".
   
   
2. ADDITIONAL PURCHASES OF ADVERTISEMENT - The terms and conditions contained herein govern all advertising sold by Locally.  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).
   
   
3. 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 locally 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.
   
   
4. EDITORIAL RIGHTS - Locally 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 Locally shall reimburse any amounts paid in advance by the client. Likewise, Locally may, at its discretion, abbreviate, reduce in size, remove a link or otherwise modify the Advertisement.
   
   
5. 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 Locally, 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 Locally invoice.
   
   
6. INCREASE OF FEE - The lump sum fee or the annual fee indicated on the Sales Invoice may be increased annually by Locally in accordance with its standard practices. The client shall pay Locally in accordance with such rates established by Locally and of which notice will be given upon request. Locally further reserves its right to create, amend or cancel any rebate program or promotional offer regarding its products.
   
   
7. EARLY TERMINATION - Locally may terminate the Contract and refuse to publish the Advertisement upon the following events of default: (i) upon notice to the client from Locally if the client is in default of paying any amount owed to Locally pursuant to the Contract or to any other agreement entered into with Locally; (ii) upon notice to the client from Locally 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 Locally 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 Locally in connection with the recovery of any amounts due hereunder.
   
   
8. 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 Locally 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.
   
   
9. IN THE EVENT OF ERROR - When caused by Locally, 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 Locally, (iii) the incorrect location of any Advertisement in any electronic directory or any electronic media of Locally or (iv) the publication or inclusion of any Advertisement in any  electronic directory or in any electronic media of Locally not specifically requested by the client or contrary to the client's request (collectively, "Errors"), Locally 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 Locally, acting reasonably.
   
   
10. LIMITED LIABILITY OF Locally - The client agrees that the liability of Locally under the Contract is limited as follows:
    
    (i) notwithstanding paragraphs(ii) and (iii) hereunder, Locally 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 Locally;
    
    (ii) for Errors not caused by the negligence of Locally, Locally 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 Locally; and
    
    (iii) for Errors caused by the fault, negligence or intentional conduct of Locally, Locally 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 Locally 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 Locally.
    
    Without limiting the generality of the foregoing, the client agrees that Locally 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 Locally. Instead of monetary compensation, the client agrees that Locally 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 Locally would not have concluded the Contract without the client agreeing to limit its liability in the manner set forth herein.
    
    
11. NO GUARANTEE OF SUCCESS - The client acknowledges that Locally 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.
    
    
12. 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 Locally 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 Locally shall not bear any liability with regards to the content, graphical norms or physical appearance of the Advertisement.
    
    
13. OWNERSHIP OF ADVERTISEMENT - The client hereby grants to Locally 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 Locally, when Locally created the Advertisement, the client acknowledges that Locally owns the intellectual property rights related to the Advertisement and undertakes not to reproduce it without Locally  prior written consent.
    
    
14. Locally TRADEMARKS - The client is not authorized to use Locally name or any of its trademarks without the prior written consent of Locally. 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.
    
    
15. MODIFICATIONS - Locally 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 Locally legal department.
    
    
16. TRANSFER OR ASSIGNMENT - The client may not transfer or assign the Contract without Locally 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.
    
    
17. 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. Locally 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.
    
    
18. APPROVAL BY Locally - The client accepts and agrees that the Contract is subject to credit approval by Locally. The client authorizes Locally 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 Locally, the Contract shall be null and void as if never entered into.
    
    
19. 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.
    
    
20. PRIVACY PROVISIONS - This section only applies when the client is an individual. The client confirms that the personal information provided to Locally 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 Locally in the performance of their duties, and (iii) the client's file will be kept at Locally 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 Locally of any changes of the personal information provided to Locally without delay. The client authorizes Locally 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 Locally.
    
    
21. 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 Locally of his intention to bring such action.
    
    
22. 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.
    
    
23. 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.
    
    
24. 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.