The Directory Guys shall provide the Services in accordance with your Application Form and this Agreement and any time frames set out therein shall be estimates only and time for performance shall not be of the essence.In order to provide the Services, you grant us the sole and exclusive right to manage and operate your Google account, username, password and pin code (whether this account was set up prior to this Agreement or otherwise), and you shall provide us with such account, username, password and pin code details. We shall not be able to commence the provision of Service until you have provided us with your Google account, log-in, password and pin code. In order to properly provide the Services, The Directory Guys may, in its reasonable discretion, refuse any request by you for the details of your Google account, username, password and pin code.
You acknowledge that the ability of The Directory Guys to provide the Services is dependent upon your full and timely co-operation (which you agree to provide), and any other information and data provided by you or on your behalf.The Directory Guys shall not be liable for any delays resulting from your failure to fulfil any of your obligations or from an act or omission of a third party.You shall provide The Directory Guys with access to, and use of, all information, data and documentation reasonably required by The Directory Guys for the performance of its obligations.You acknowledge that The Directory Guys may amend, add or delete information or materials on your Site, Google Places or Google Plus page from time to time, in order to maximize the ability of The Directory Guys to provide the Services. Reviews, other directories and on line mentions are at The Directory Guys discretion in order to achieve desired increase in ranking.
The Charges payable for each Service, whether recurring or not, are set out in your Application Form. The Directory Guys shall issue invoices to you in respect of the Charges and frequency set out in your Application Form. The Charges shall be payable in Canadian Dollars at the time of completing an Application Form and must be made by one of the methods outlined in the Application Form or invoices. All deposits or advanced payments are non-refundable. You remain committed to pay us for all Charges for Services for their full invoicing period, irrespective of whether:
This Agreement has been suspended or terminated during such invoicing period; or Such Services have been changed or cancelled during such invoicing period.
Unless otherwise stated, all Charges and other amounts payable are exclusive of tax. If tax becomes payable on any supply made or provided, on which tax is not payable at the date of this Agreement, you will pay The Directory Guys an additional amount equal to value of consideration for the supply multiplied by prevailing tax rate.The Directory Guys may set off any amounts due and payable under this Agreement (or otherwise) against amounts that may be payable by The Directory Guys to you. The Directory Guys reserves right to charge interest on overdue amounts at an average annual base rate ruling on due date.The Directory Guys may by notice suspend work and your use of and access to Services, until outstanding invoice(s) are paid in full. Charges shall continue to accrue during such period of suspension. Time for payment shall be of the essence. Invoices may only be disputed by you by providing The Directory Guys written details of dispute within fourteen (14) days of the invoice date, failing which invoice shall be deemed to have been accepted by you. You shall remain liable to make payment of any undisputed portions of an invoice.
You are able to cancel any on going monthly commitments with 30 days notice via phone or email.The Directory Guys may change this Agreement or the Services, by giving written notice (whether by email, fax or post to designated email address, fax number or postal address, notified by you as part of your registration process), or by posting an updated Terms & Conditions on our Site and your continued use of the Services after the date of such change will constitute your acceptance of such update.
Each of the parties warrants to the other that it has full power and authority to enter into and perform this Agreement. The Services come with guarantees that cannot be excluded under Canadian business Law. You are entitled to a replacement or a refund for major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the Services supplied again or payment of the cost of having the Services supplied again, if the Services fail to be of acceptable quality and the failure does not amount to a major failure. Whilst The Directory Guys shall perform the Services with reasonable care and skill, it is unable to guarantee improved rankings in the major search engines as it does not control the algorithms of the search engines, nor is it able to guarantee the time it will take to achieve certain results. You acknowledge that The Directory Guys makes no warranty that the Services will generate any increase in sales, business activity, profits, clicks to your Site, exposure of your business or your keywords (including, but not limited to, the position your Site is placed on a search result page or the frequency and time of day that your Site is displayed), or any other form of improvement for your business or Site, or any other purpose.
You acknowledge that there is no guarantee that: You further acknowledge that changes in the Internet, search engine algorithms, practices, policies and functionality and new website competition may influence a keyword search engine ranking as time passes. Additionally, new sites and potentially competitor web sites are being optimised and submitted every day to achieve good search engine ranking. Rankings and placement may also be affected by your changing of keywords. The Directory Guys cannot control, and it shall not be responsible for, in any manner whatsoever, any reviews, ratings, commentary or materials published about your or your business, whether via Google Places or any third party websites or references. The Directory Guys does not warrant that Services will be uninterrupted, error free or virus free or that the Services will meet your requirements (such as search engine optimisation, performance or reliability). Any time frames are provided as guides or estimate only. The Directory Guys cannot ensure that work carried out will not result in Google or any other search engine suspensions or penalizations to listings. This Agreement sets out the full extent of The Directory Guys’ obligations and liabilities in respect of the supply of Services.
Not withstanding anything else contained herein, you are solely responsible for the contents of your Site and The Directory Guys shall not be held liable or accountable for the contents of your Site (including without limitation in connection with infringement of intellectual property rights of any other party). The Directory Guys urges you to maintain backup versions of your Site’s content to guard against losses of any kind.To extent permitted by law, The Directory Guys, its directors, partners and employees hereby expressly exclude:
any liability for loss of income or revenue; loss or interruption of business; loss of up time; loss of profits; loss of or damage to software; loss of anticipated savings; loss of data; loss of goodwill; loss of traffic; or any liability for any direct, indirect or consequential loss or damage incurred by you or any end user in connection with Services, or use of Services; and any other loss or damage of any kind (including for any injury to any person), however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
This does not affect liability of The Directory Guys which cannot be excluded or limited at law. Without limiting foregoing, parties acknowledge that laws in certain jurisdictions may imply warranties and conditions which cannot be excluded, restricted or modified except to a limited extent. If any such laws apply, then to extent permitted by law. The Directory Guys’ liability is limited to any one or more of the following (in its sole discretion):
in the case of any goods (failing to be of acceptable quality and the failure does not amount to a major failure), replacement or repair of goods, or supply of equivalent goods, or payment of cost of repairing or replacing goods or supplying equivalent goods;in case of services (failing to be of acceptable quality and the failure does not amount to a major failure),supply of services again or payment of cost of having services supplied again.
Without limiting foregoing and to the extent allowable at law, you agree that The Directory Guys’ maximum aggregate liability (including any liability for the acts or omissions of its employees, agents, contractors and subcontractors), whether arising in contract, tort (including negligence), misrepresentation or otherwise, shall in no circumstances exceed the amount of fees paid or payable to The Directory Guys under this Agreement for the Service that is the subject of the breach, only from the time that the breach has occurred.You shall indemnify The Directory Guys, its directors, partners and representatives from all actions, claims, damages, liabilities or costs (including legal costs) arising from, or directly or indirectly related to use of Services by you or anyone else, or otherwise arising as result of this Agreement.The Directory Guys can not be held responsible or liable for any suspensions or penalizations to listings. The work carried out is under your instruction and at your own risk.
The Directory Guys retains intellectual property rights in all programming modules, code, computer programmes, material, tools, data, know-how and anything else generated in course of providing (directly or indirectly) Services; and all intellectual property rights existing prior to commencement of such Services (“The Directory Guys IP) The Directory Guys licenses to you the right to access The Directory Guys IP on a non-exclusive basis to such extent as is necessary to enable you to make reasonable use of the relevant Services for the duration of this Agreement.You acknowledge that Services may include individual third party software or third party intellectual property rights (“Third Party IP)and the license in clause.Your rights to use Services is without prejudice to Third Party IP. Any rights to access Third Party IP shall be limited to extent of The Directory Guys’ right to access same and its ability to pass on such rights to you.In relation to any data, content, information or material provided by you to us, you warrant that same will not infringe the rights of any third party nor contravene any law or industry code.8.6 Save as required by law, you shall not disclose any confidential information relating to The Directory Guys or its affiliates obtained during or arising out of this Agreement, to anyone (except your employees on an as need basis).
This Agreement commences on date The Directory Guys commences providing the Service or such other date agreed by us in writing (“Commencement Date”) and terminates on date we complete the Services or as otherwise set out in your Application Form, unless the parties agree in writing to extend the term of this Agreement. Notwithstanding the foregoing, where the Services relate to support services, the duration of support services shall commence on the date of verification by The Directory Guys (that is, verification via Google Places Listing) The Directory Guys may terminate or suspend this Agreement (without any liability):
at any time by giving you at least 14 days’ notice; immediately on giving notice to you, if you breach, including failure to pay the Charges; or you become insolvent within the meaning of Corporations Act, are otherwise unable to pay your debts when due or you cease to carry on business.
Should The Directory Guys elect to reinstate such suspended Service you shall be responsible for The Directory Guys’ standard re-activation charge. Termination of this Agreement shall not affect the continuation of the Master Services Terms & Conditions or any other individual Terms & Conditions relevant to other Services, then in force, which shall remain operational in all other respects.On termination or expiration of this Agreement:
The Directory Guys shall invoice you for all amounts then due but unbilled; any amounts or deposits already paid by you shall not be refunded in any circumstances; and you shall set up an alternative Google account in order for us to transfer your GooglePlaces account to, and where such transfer is not possible, you must promptly set up a new Google Places account (at which time we will thereby delete and remove your listing from our account).
You shall not, during duration of this Agreement, and for a period of one (1) year thereafter, hire, engage, solicit, employ or contract the services of any of the employees or contractors of The Directory Guys or others involved in the provision of Services.
All notices given by The Directory Guys may be given by email to the address notified by you to The Directory Guys in your Application Form. It is your obligation to keep that email address current and correct. You agree that record of The Directory Guys having sent a notice to you by email is, of itself, conclusive proof of receipt.Notices given by you must be delivered to The Directory Guys in writing and addressed to: 2985 Drew Road, Mississauga, Ontario L4T0A4, Canada (with copy by email to).
This Agreement and any dispute or claim arising out of or in connection with same shall be governed by and construed in accordance with the laws of Canada and parties submit to the exclusive jurisdiction of that Province.