Canada Post - General Terms and Conditions

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Postal Guide

Last updated: 2006-01-16

smartmoves^TM Program
Terms and Conditions to top of page

Canada Post is in the business of providing mail and other related delivery products and services. The parties wish to set out the terms by which Canada Post will provide and the Customer will use such products and services. In consideration of the mutual obligations specified in this Agreement, the parties agree to the following:

1.	Definitions
1.1	“Business Day” means a day other than Saturday, Sunday, a statutory holiday and any day normally observed as a holiday by Canada Post.

2.	Canada Post’s Obligations
2.1	Canada Post agrees to feature Participant’s logo and promotional screens on Canada Post’s smartmoves website, and if requested, feature Participant’s advertisement in the smartmoves booklet. Advertisements accepted for placement on the smartmoves website or in the smartmoves booklet must adhere to the Advertising Policy (See Advertising Policy within this information package).
2.2	For the web option, on a daily basis (if there are notification requests from consumers), Canada Post will notify the Participant via e-mail if there are change of address and/or special offer notifications to be retrieved. Canada Post agrees to protect any customer data in its possession, in accordance with the Privacy Act. Canada Post makes no representations or warranties, expressed or implied, with respect to accuracy of the data provided. The Participant agrees to resolve directly with the customer any potential issues related to data (i.e., address information, promotion requests, etc.) supplied by the customer. Canada Post has the exclusive right to review and require changes to all advertisements. Canada Post will make the changes, if required, and send a draft to the Participant for review and approval. The Participant shall have three (3) business days to approve the changes.

3.	Participants Obligations
3.1	The Participant agrees to provide pertinent information (Schedule B of the smartmoves^tm Program Service Agreement), including unique ID if applicable, required to set-up the Participant for the smartmoves program.
3.2	The Participant agrees to download customer notifications within three (3) business days upon receipt of e-mail from Canada Post requesting retrieval. The Participant will ensure that its customer database is updated in a timely manner, so as not to become a cause for customer complaints (i.e., mailings being sent to the old address). The Participant agrees to protect customer data in its possession, in accordance with “CONFIDENTIALITY” clause on next page.
3.3	The Participant agrees to supply its logo and promotional screens for the smartmoves website and advertisement for the smartmoves booklet (relevant and meaningful consumer offer) to Canada Post in digital format, in both English and French, and in accordance with specifications detailed (see the Reference Guide within this information package). Canada Post shall notify each Participant in writing of the deadlines for submission of promotional materials (advertisements). Failure by the Participant to comply with the deadline may result in its advertisement not being included on the website or in the booklet. In the initial release of the smartmoves program, logos will be positioned on the website on a first-come-first-served basis.
3.4	Fees and Payments – The Participant agrees to pay Canada Post applicable fees as per smartmoves^tm Prices (within this information package), including all applicable taxes. Canada Post will issue an invoice on a monthly basis (unless the Participant is an existing customer with a different billing arrangement with Canada Post), itemizing the charges. Payment is due fifteen (15) days from the date of invoice. Late payments shall be subject to a late payment fee of 1.5% per month (18% per annum) unless otherwise specified on the invoice.

4.	Exclusive Privilege
4.1	N/A

5.	Criteria for Qualification
5.1	N/A

6.	Surcharges
6.1	N/A

7.	Currency
7.1	Unless expressly noted to the contrary, all monetary amounts are stated and shall be paid in Canadian currency.

8.	Audits
8.1	N/A

9.	Authorized Users
9.1	N/A

10.	Mailers, On Behalf Of
10.1	N/A

11.	Resale or Interlining
11.1	N/A

12.	Assignment
12.1	The Customer shall not assign this Agreement without the prior written consent of Canada Post and any purported assignment without prior consent is void. Canada Post may assign the benefits of this Agreement or make any arrangements that would result in the performance, in whole or in part, of the obligations of Canada Post under this Agreement by a person other than Canada Post.
12.2	If the Customer amalgamates, merges or enters into a similar business combination with any other entity, including without limitation by means of (a) acquisition of all or substantially all of the assets of another entity; or (b) the sale of all or substantially all of the assets to another party, then, for the purpose of this Agreement, such amalgamation, merger or combination will be deemed to be an assignment requiring the prior written consent of Canada Post.

13.	Entire Agreement and Alterations
13.1	This Agreement embodies the entire agreement between the parties.
13.2	No representations, negotiations, or conditions either verbal or written will bind the parties except as expressly set out in this Agreement. Except as set out in the Waiver Section below, no agent or representative of either party to this Agreement has authority to alter the provisions of this Agreement, and any such purported alteration shall not be binding.

14.	Waiver
14.1	Except as specifically stated in this Agreement, no waiver or amendment of this Agreement shall be binding unless executed in writing by the appropriate Party’s authorized representative. No waiver of any provision of this Agreement shall constitute a continuing waiver unless otherwise expressly provided.

15.	Amendments
15.1	Canada Post reserves the right to modify, discontinue Products or Services or otherwise amend this Agreement, including prices, by giving the Customer thirty (30) calendar days’ written Notice as specified in this Agreement.

16.	Survival
16.1	The termination or expiry of this Agreement will not affect the survival and enforceability of any provision of this Agreement that is expressly or implicitly intended to remain in force after such termination or expiry.

17.	Governing Law
17.1	This Agreement is made subject to and in accordance with the Canada Post Corporation Act (the “Act”), R.S.C. 1985, c. C-10, as amended from time to time and any of the Regulations, which are or may be from time to time made under the Act.
17.2	If the Customer’s address is not in a Canadian province or territory, this Agreement shall be governed by, and interpreted under, the laws in force in the province of Ontario, Canada.

18.	Language
18.1	It is the express wish of the parties that this Agreement, as well as all related documents, be written in the English language. Les parties ont demandé expressément que la présente ainsi que tout document afférent soient rédigés en anglais.

19.	Excusable Delay
19.1	Except for the Customer’s payment obligations, neither party shall be liable to the other for any failure to perform, or delay in the performance of, any obligation under the Agreement due to causes beyond its reasonable control, including but not limited to, acts of God, labour disruptions or, if applicable, delays caused by customs authorities, provided that the party experiencing such circumstances immediately notifies the other party in writing of the circumstances and minimizes, to the extent reasonably practicable, the impact of such circumstances on the performance of the obligations under the Agreement.

20.	Limitation of Liability
20.1	Neither party will be liable for lost profits, lost business revenue, failure to realize expected savings, loss of data or loss of business opportunity, or any consequential, special, incidental, punitive or indirect damages, however caused.

21.	Termination
21.1	Either party may terminate this Agreement at any time, without cause, by giving thirty (30) calendar days’ written Notice to the other.
21.2	Either party may immediately terminate this Agreement upon written Notice to the other party if at any time during the Term:
	(a)	either party ceases to carry on business or makes a sale in bulk of all or substantially all of its assets; or
	(b)	either party becomes insolvent or bankrupt, or files any proposal or makes any assignment for the benefit of creditors; or
	(c)	a receiver, trustee or other person with like powers is appointed to handle the affairs or property of either party; or
	(d)	an order is made for the winding up or liquidation of either party; or
	(e)	either party continues to be in default of any of its obligations after being provided thirty (30) calendar days’ Notice of the default.
21.3	Termination of this Agreement shall be without prejudice to any rights of the Customer or Canada Post that have accrued prior to the date of termination.
21.4	Neither party shall have a right to damages as a result of termination of this Agreement.

22.	Notices
22.1	Any Notice given by either party shall be in writing and delivered personally, by Registered Mail, by Priority Courier TM with signature or by Xpresspost TM with signature. Alternatively Notices regarding Amendments to this Agreement by Canada Post may be sent to the Customer via e-mail or by Canada Post posting such changes on the Canada Post web site (www.canadapost.ca) which will be deemed received upon posting. Notices to Canada Post shall be sent to: AGREEMENT MONITORING CANADA POST CORPORATION 2701 RIVERSIDE DR SUITE C0157 OTTAWA ON K1A 0B1 Notices to the Customer shall be sent to the Customer’s general contact at the mailing or e-mail address set out in the Agreement Activation Form.
22.2	Notices delivered personally shall be deemed received at the time of delivery, Notices sent by Registered Mail shall be deemed received on the fourth Business Day following the date of mailing, and Notices sent by Priority Courier TM or Xpresspost TM with signature shall be deemed received on the second Business Day following the date of mailing. Weekends and statutory holiday mailings will count as originating on the following Business Day.
22.3	Either party may change its address by giving Notice to the other party.
22.4	The Customer agrees that Canada Post may update the Customer’s address information obtained from any source, including any Change of Address Notification form submitted to Canada Post, for the purpose of contacting the Customer with respect to this Agreement.

23.	Confidentiality
(a)	The Participant agrees to at all times, comply with the federal and respective provincial laws and policies governing collection, use and dissemination of sensitive information. The Participant acknowledges that it will comply with the applicable Privacy Act and PIPEDA (where applicable) with regard to the information contained in the Notification File transmitted to Participant. The Participant shall take all measures available to it to prevent the creation of new lists of movers, whether for resale, exchange, lease, license or any other use.
	¹PIPEDA – Personal Information Protection and Electronic Documents Act
(b)	Confidential Treatment of Customer Information – The Participant agrees that Customer Information will only be used in the normal conduct of its business. The Participant will not disclose Customer Information to any third party. The Participant shall communicate the provisions respecting confidential treatment of Customer Information to their respective employees, subsidiaries and affiliates, as well as their agents, contractors, licensees and any other third parties that the Party may engage or retain in connection with the performance of this Agreement, and shall require all such persons and entities to comply with the provisions of this Agreement respecting confidential treatment of Customer Information. IN NO EVENT SHALL THE PARTICIPANT PROVIDE CUSTOMER INFORMATION TO ITS CLIENTS OR OTHER THIRD PARTIES (list brokers, advertising agency, etc).
(c)	Restricted Use of Address Data: The Address data may only be used to update customer database and sales leads. The Address Data shall not, among other things, be combined with any other database to create an address list that includes other personal information such as a name or a phone number (e.g. data matching).

24.	Term
24.1	The Parties acknowledge that this Agreement shall be in effect for a period of one (1) year from the Agreement Date.

25.	Press Release
25.1	Each Party agrees to submit to the other Party all press releases, advertising, sales promotions and other publicity matters that mention the name or trademarks of the other Party. Neither Party shall knowingly permit to be published or distributed any such material without the prior written consent of the other Party.

26.	Trademark
26.1	Each Party hereby grants to the other Party the non-exclusive, non-transferable, non-assignable right to use its Marks solely for advertising and promotion, provided that the Party who’s Marks are being used has provided prior written approval of the manner and specific instance in which the Marks are used. Neither Party shall dispute or contest the validity, ownership, nor enforceability of the other Party’s Marks, nor attempt to dilute the value of the goodwill attached thereto. Upon the termination or expiration of the relationship between the Parties, the Parties will each immediately cease to use, directly or indirectly, in any manner whatsoever, the other Party’s Marks and any confusingly similar name or Mark

27.	Copyright
27.1	Canada Post shall at all times own all property in the creative material produced by it pursuant to this Agreement, including but not limited to any copyright therein. All copyright in advertisements supplied by the Participant shall remain the property of the Participant. The Participant represents and warrants to Canada Post that it has full rights to use all material contained in the advertisements, including but not limited to all copyright and trademarks and any other applicable intellectual property rights. The Participant hereby agrees to indemnify and save harmless Canada Post in respect of all actions, claims, demands, proceedings and liabilities whatsoever related to the advertisements supplied by it for use in the Program, including but not limited to matters related to intellectual property.