Advertising Contract Terms
Terms last updated on: January 5th, 2009
TERMS
WHEREAS:
1. Totallybarbados.com is a "website" available through the World Wide Web,
focusing on information relating to promoting Barbados, its people, businesses,
tourism and related topics;
2. The Client seeks to utilize a portion of Totallybarbados.com for advertising
products or services for its own purposes;
3. The parties acknowledge that the Internet is neither owned nor controlled by
any one entity; therefore the owners of Totallybarbados.com – Totally Barbados /
Brecal Inc. – can make no guarantee that any given reader shall
be able to access Totallybarbados.com at any given time.
Totally Barbados / Brecal Inc. represents that it
shall make every good faith effort to ensure that Totallybarbados.com is
available as widely as possible and with as little interruption as possible;
IN CONSIDERATION of the mutual promises contained in this Agreement, the
parties agree as follows:
1. Financial Arrangements and Terms of Payment
(1) Client agrees to advertise on Totallybarbados.com for the duration stated in
their
contract.
(2) Payment for services shall be due on receipt of signed contract. 100% due on
Receipt. If full payment is not received within 30 days of the beginning of the
contract term date, Totally Barbados and Brecal Inc. cannot guarantee that the
photo ad spots chosen will still be available.
The agreement will be
automatically renewed for a further term of one year on the first anniversary,
unless cancelled by either party at least 30 days prior to expiry.
(3) Failure by the Client to remit payment by the due date will result, at
Totally Barbados / Brecal Inc.’s
discretion, in any advertising services rendered to Client by Totally Barbados /
Brecal Inc. to be removed
from Totallybarbados.com until such time as payment is received. The duration of
the contract will not be extended due to removal of said services in the event
of delinquent payment.
(4) Advertising services rendered by Totally Barbados / Brecal Inc. will be paid for at the rate that is in
effect at the date of the signing of the contract. These rates will remain in
effect until the expiration of the contract (1 year). Renewal of services by
client will utilize the rates that are in effect at the time of renewal and
indicates agreement by Client to any contract revisions.
2. Taxes
Value Added Tax (VAT) at 15% will be added to all invoices.
3. Operation
Client shall provide all photos, which shall be posted on Totallybarbados.com by
Totally Barbados / Brecal Inc. on the specific page(s) that advertising has been purchased for, as detailed
on the contract and signed by the advertiser. There will be a title below this
photo which would be the name of the business which would link directly to the
profile page of the advertiser on www.totallybarbados.com. Each client will also
receive monthly reports showing the number of times their photo ad spots,
profile page and corporate website were viewed.
4. Trademarks and Copyrights
Client warrants that it has the right to use applicable trademarks, if any, and
grants Totally Barbados / Brecal Inc. the right to use such trademarks in connection with
Totally Barbados / Brecal Inc.’s advertising
services. Totally Barbados / Brecal Inc. warrants that it has the right to use all photographs, logos and
material provided by it and all information provided is accurate and not
misleading.
5. Change of Ownership
totallybarbados.com may be transferred to the control of another person or
corporate entity without prior notice to or permission from it’s Clients. Any
new clients assumes any and all obligations as outlined in this agreement.
6. Limited Liability
(1) Totally Barbados / Brecal Inc. assumes no responsibility for products and/or services Client provides.
Totally Barbados / Brecal Inc. provides no warranties, either expressed or implied, nor any assurances of
product fitness. Client assumes any and all responsibility and risk from such
services.
(2) Client agrees that use of Totally Barbados / Brecal Inc.’s advertising services is at Client’s sole
risk. Neither Totally Barbados / Brecal Inc., Totally Barbados / Brecal Inc.’s employees, affiliates, agents, third party information
providers or the like, warrant that service will not be interrupted or error
free; nor does Totally Barbados / Brecal Inc. make any warranty as to the results that may be obtained from
the use of the service provided unless otherwise stated in this Agreement.
(3) Under no circumstances, including negligence, shall Totally Barbados /
Brecal Inc., its offices, agents
or anyone else involved in creating, producing or distributing Totally Barbados
/ Brecal Inc.’s service be
liable for any direct, indirect, incidental, special or consequential damages
that result from the use of or inability to use Totally Barbados / Brecal Inc.’s services; or that the
results from the mistakes, omissions, interruptions, deletion of files, errors,
defects, delays in operation or transmission, or any failure of performance
whether or not limited to acts of God, communication failure, theft, destruction
or unauthorized access to Totally Barbados / Brecal Inc.’s records, programs or services. Client
acknowledges that this paragraph shall apply to all content on Totally Barbados
/ Brecal Inc.’s service.
(4) Notwithstanding the above, Client’s exclusive remedies of all damages,
losses and causes of actions whether in contract, or including negligence or
otherwise, shall not exceed the aggregate dollar amount which Client paid during
the term of this Agreement.
(5) All email requests that any business or client of Totally Barbados / Brecal
Inc. receives from a world wide web visitor shall be received with caution
especially pertaining to spammers or individuals who try to misrepresent
themselves in carrying out illegal activities.
7. Indemnification
Client agrees that it shall defend, indemnify, save and hold Totally Barbados /
Brecal Inc. harmless from
any and all demands, liabilities, losses, costs and claims including reasonable
attorneys’ fees (the "Liabilities") asserted against Totally Barbados
/ Brecal Inc., its agents, its
customers, servants, officers and employees, that may arise or result from any
service provided or performed or agreed to be performed or any product sold by
Client, its agents, employees or assigns.
Client agrees to defend, indemnify and hold harmless Totally Barbados / Brecal
Inc. against Liabilities
arising out of:
(a) any injury to person or property caused by any products sold or otherwise
distributed by Client in connection with Totally Barbados / Brecal Inc.’s service;
(b) any material supplied by Client infringing or allegedly infringing on the
proprietary rights of a third party;
(c) copyright infringement; or
(d) any defective product which Client sold via Totally Barbados / Brecal Inc.’s services.
8. Lawful Purpose
Client may only use Totally Barbados / Brecal Inc.’s services for lawful purpose. Transmission of any
material in violation of any governmental regulation is prohibited. This
includes but is not limited to, copyrighted material, material legally judged to
be threatening or obscene, pornographic, profane or material protected by trade
secrets. Totally Barbados / Brecal Inc. expressly forbids anyone from using
Totally Barbados / Brecal Inc.’s services for any material
Totally Barbados / Brecal Inc. deems objectionable. This includes links to any such materials. The
designation of such materials is left entirely to the discretion of Totally
Barbados / Brecal Inc..
9. Termination
(1) Client without cause may terminate this agreement by giving the Totally
Barbados / Brecal Inc. 30 day’s
written notice. Under these circumstances, all payments previously made are
final and non-refundable.
(2) Notwithstanding the above, Totally Barbados / Brecal Inc. may terminate this Agreement at any time,
without penalty or forfeiture of fees paid or due by the Client, if the Client
fails to comply with the terms of this Agreement.
(3) If Totally Barbados / Brecal Inc. determines, in its sole and unfettered discretion, that any content
provided by Client is offensive or demeans the status or reputation of
totallybarbados.com, Totally Barbados / Brecal Inc. shall notify Client and if Client does not remove
offending material within 48 hours of notice, Totally Barbados / Brecal Inc. may terminate this Agreement
and remove Client’s material from Totallybarbados.com and all fees and amounts
paid by Client shall be forfeited.
10. Entirety
This Agreement constitutes the entire understanding of the parties. Any changes
or modifications to this Contract shall be agreed to by the parties on renewal
of services in writing.
11. Notice
Any notice required to be given to either party may be given by e-mail, to the
address of record, by facsimile number, if provided, or by pre-paid post at the
address provided in this agreement by the party.
12. Governing Law
This Agreement shall be governed in accordance with the laws of Barbados.
Ads will be in place within one hundred and forty eight hours of receipt of submitted contract,
payment and the required information as presented by your company and Totally
Barbados / Brecal Inc. reserves the right to remove the ad if payment is not received
within fourteen days of receipt of submitted contract.
Description of Advertisement Details on www.totallybarbados.com
All Photo ad spots will be titled after each advertiser’s business name and link
directly to your profile page on Totallybarbados.com.
Your business listing will also be featured on the appropriate directories of
totallybarbados.com, at the top of the directory and above all free members.
END
