By clicking to complete a purchase through our email quote system, you are automatically accepting these terms and conditions.
Rob Cousins, Sole Proprietor (“Owner”), operating as VehicleSend
WHEREAS Rob Cousins (“Owner”), operating as VehicleSend, is a service provider offering digital and offline marketing services, including the development and deployment of email and web-based marketing campaigns, and offline marketing campaigns;
AND WHEREAS Customer seeks to engage VehicleSend to provide marketing services;
NOW, THEREFORE, it is mutually agreed by and between the Parties as follows:
1. Definitions
1.1 “Canada’s Anti-Spam Legislation” or “CASL” refers to the legislation regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, including related regulations.
1.2 “Commercial Electronic Message” or “CEM” has the same meaning as defined in s. 1(2) of CASL.
1.3 “Competition Act” refers to the Competition Act, RSC 1985, c C-34.
1.4 “Confidential Information” means any oral, written, or electronic data and other information related to the business and management of either Party, which is treated as confidential and to which access is granted or obtained by the other Party, excluding any data that was (i) known to the recipient prior to disclosure, (ii) independently developed, (iii) lawfully obtained from a third party without breach, (iv) publicly available other than through breach, or (v) disclosed by legal requirement.
1.5 “Quote or Order Form” means a Quote or Order Form used to specify services to be provided by VehicleSend and the fees to be paid by Customer for such services.
1.6 “Personal Information” means information about an identifiable individual that could reasonably be used to identify them, provided by Customer to VehicleSend in connection with providing Services under this Agreement.
1.7 “Services” refers to services provided by VehicleSend as specified in this Agreement, including those described in any Quote or Order Form executed by the Parties and incorporated into this Agreement by reference.
1.8 “Unsolicited Telecommunications Rules” or “UTR” refers to the Canadian Radio-television and Telecommunications Commission Unsolicited Telecommunications Rules established under ss. 41-41.7 of the Telecommunications Act, S.C. 1993, c. 38.
1.9 “Unsubscribe Request” means an indication by a person that they do not wish to receive any CEMs or a specified class of CEMs from the Customer, provided by way of an unsubscribe mechanism as required under CASL.
2. Services
2.1 Provision of Services: VehicleSend agrees to provide Services to Customer as specified in this Agreement, including any items part of a Quote or Order Form as may be executed or modified in writing from time to time. Any Quote or Order Form executed between VehicleSend and Customer shall be incorporated into this Agreement by reference and shall therefore be subject to the terms and conditions specified herein.
2.2 Right to Refuse Services: VehicleSend reserves the right to refuse to provide Services to Customer for any reason, including but not limited to the following: (i) this Agreement has been terminated; or (ii) Customer has failed to comply with any of the terms and conditions of this Agreement.
2.3 Subcontracting: Customer authorizes VehicleSend to subcontract parts of the Services to qualified third-party contractors.
3. Fees and Payment
3.1 Payment Terms: In consideration for the Services provided by VehicleSend under this Agreement, Customer shall pay VehicleSend the amounts specified in the Quote or Order Form(s) or otherwise pursuant to this Agreement. All such amounts shall be paid within thirty days of receiving an invoice from VehicleSend unless otherwise agreed in writing by the Parties. VehicleSend reserves the right to require advance payment of fees. All overdue accounts are subject to cumulative interest at the rate of 1 percent per month (effective rate of 12.68 percent per annum) until payment is received.
4. Legal Compliance
4.1 Customer Responsibilities:
4.1.1 Compliance with Applicable Laws: Customer warrants that it understands its obligations under relevant laws that may apply in connection with Services provided under this Agreement, including but not limited to CASL, the Competition Act, the UTR, privacy legislation, and consumer protection legislation, as applicable (“Applicable Laws”). Customer agrees to comply with all Applicable Laws and warrants that it has established written policies and procedures for ensuring compliance with Applicable Laws.
4.1.2 Obtaining Consent: Customer agrees that, in connection with any Services provided by VehicleSend under this Agreement, Customer is solely responsible for obtaining consent from CEM recipients, whether express or implied, as defined in CASL. By providing VehicleSend with any CEM recipient information, Customer warrants and represents that Customer has obtained CEM recipient consent and has sufficient proof of such consent.
4.1.3 Unsubscribe Requests: By providing VehicleSend with an electronic address intended to be used by VehicleSend to send CEMs on behalf of Customer, Customer represents and warrants that it does not provide an electronic address of any person who has previously made an Unsubscribe Request. Customer agrees to notify VehicleSend after receiving an Unsubscribe Request pertaining to an electronic address previously provided by Customer.
4.1.4 Content Warranty: Customer agrees that by providing VehicleSend any content, including text, images, articles, subject line, finished message, or any other content, Customer warrants and represents that none of such information provided violates any laws or breaches any third-party right.
4.1.5 Authority to Provide Information: Customer warrants that it has legal authority to provide Personal Information to VehicleSend.
4.2 VehicleSend Responsibilities:
4.2.1 Compliance with Applicable Laws: VehicleSend agrees that it will comply with, and will require that its employees, agents, and sub-contractors comply with, all Applicable Laws in connection with the provision of the Services under this Agreement.
4.2.2 Notification of Unsubscribe Requests: VehicleSend agrees to notify Customer of any Unsubscribe Request received by VehicleSend in connection with Services provided under this Agreement.
4.2.3 Data Protection: VehicleSend warrants and represents that it has implemented reasonable administrative, physical, and technical safeguards to protect Personal Information from unauthorized access or disclosure. VehicleSend agrees to notify Customer as soon as reasonably possible if VehicleSend becomes aware that, in connection with Services provided by VehicleSend under this Agreement, Personal Information has been subject to unauthorized access or disclosure.
5. Intellectual Property Rights
VehicleSend acknowledges that any and all rights, titles, and interests in the data and information provided by Customer to VehicleSend (including all Confidential Information of Customer) are and remain the sole and exclusive property of Customer. Customer acknowledges that VehicleSend or its licensors own and shall retain all proprietary rights in and to the Services, including systems, software, and documentation.
6. Confidentiality
6.1 Obligations of Confidentiality: Each Party agrees to keep all Confidential Information of the other Party in strictest confidence and not to disclose or permit disclosure of any portion of such Confidential Information to any third party except as expressly permitted by this Agreement.
7. Warranty
7.1 Standard of Services: VehicleSend agrees to provide Services to Customer under this Agreement in a professional and business-like manner in accordance with industry standards and practices and in compliance with Applicable Law.
7.2 Exclusion of Other Warranties: THE WARRANTY IN THIS SECTION IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
8. Indemnity
8.1 Customer Indemnity: Customer shall indemnify and hold harmless VehicleSend, its directors, officers, employees, and agents, against any losses, claims, damages, judgments, penalties, liabilities, or expenses resulting from the breach of any warranty, representation, covenant, or other term of section 4 of this Agreement.
8.2 VehicleSend Indemnity: VehicleSend shall indemnify and hold harmless Customer, its directors, officers, employees, and agents, against any losses, claims, damages, judgments, penalties, liabilities, or expenses resulting from the breach of any warranty, representation, covenant, or other term of section 4 of this Agreement.
9. Limitation of Liability
9.1 Maximum Liability: The total liability of VehicleSend, including its Owner (Rob Cousins), employees, agents, and subcontractors, arising out of or in connection with this Agreement, whether in contract, tort, or otherwise, shall not exceed the total fees paid by the Customer to VehicleSend for the Services rendered under this Agreement during the six (6) months immediately preceding the event giving rise to the claim.
9.2 Exclusion of Certain Damages: Under no circumstances shall VehicleSend, including its Owner, employees, agents, and subcontractors, be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to lost profits, lost revenues, loss of data, business interruption, or costs of procurement of substitute goods or services, even if VehicleSend has been advised of the possibility of such damages.
9.3 Specific Exclusions: VehicleSend shall not be liable for any claims arising from:
9.4 Mitigation of Damages: Customer agrees to take all reasonable steps to mitigate any loss or damage that may occur as a result of any breach of this Agreement.
9.5 Time Limitation on Claims: Any claim by Customer against VehicleSend arising under this Agreement must be brought within one (1) year after the cause of action arises; otherwise, such claim is permanently barred.
10. Term and Termination
10.1 Term: This Agreement shall be effective as of the Effective Date and shall continue on a month-to-month basis. Either Party may terminate this Agreement at any time, for any reason, by providing thirty (30) days’ written notice to the other Party.
10.2 Termination for Breach: Either Party shall have the right to terminate this Agreement if the other Party fails to comply with any of the terms and conditions of this Agreement and such default has not been cured within thirty (30) days after written notice of such default to the other Party.
11. Relationship of Parties
Each Party will act as an independent contractor and not as an agent or partner of, or joint venture with, the other Party for any purpose related to this Agreement.
12. Arbitration
Any dispute, controversy, or claim arising out of or relating to this Agreement shall be referred to and finally resolved by arbitration under the ADR Chambers Arbitration Rules.
13. Miscellaneous
13.1 Assignment: Customer shall not assign or transfer this Agreement without the prior written consent of VehicleSend.
13.2 Entire Agreement: This Agreement represents the entire agreement between the Parties.
13.3 Force Majeure: Neither Party shall be responsible for any delays due to causes beyond their control.
13.4 Governing Law: This Agreement shall be interpreted, construed, and enforced in accordance with the laws of the Province of Ontario.
By clicking to complete a purchase through our email quote system, you are accepting these terms and conditions.