EXHIBIT 10.3
FORM OF UPS CONTRACT
UPS LOGO
Xxxxxxx Xxxxxx December 8, 1999
VP Product Development
9066-4871 Quebec Inc. d.b.a. "Planet411"
000 Xxxx-Xxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxx, Xx.
H2Z 1V7
This Agreement and all UPS Service Guides in effect at the time of shipment
contain the basic terms under which United Parcel Service will provide pickup
and delivery service.
UPS and Planet411 agree to the following:
General Terms And Conditions
Account Numbers: UPS will make available to Planet411 a range of UPS account
numbers. Planet411 at its sole discretion will have the right to assign any and
all of the UPS account numbers reserved for Planet411 to any Planet411 client so
long as Planet411 notifies UPS of such assignment by fax or email prior to the
newly assigned UPS account number being used by the aforementioned Planet411
client to ship letters, documents, paks or packages. Only letters, documents,
paks, and packages shipped under the account number(s) listed on Addendum A are
eligible to participate in these designated incentives, and only these letters,
documents, paks, and packages will be used to determine whether Planet411 has
reached the minimum requirements of this Agreement. If a shipment's UPS waybill
does not indicate one of the specified account numbers from Addendum A, UPS
cannot apply the incentive in billing Planet411. UPS, on a daily basis, will
send by Electronic File Transfer or make available to Planet411 via login and
password the details of all shipping orders completed by UPS on behalf of
Planet411's clients; details such as ship to address, total weight of shipment,
date of shipment, service level requested and total cost of shipment for each of
the reserved Planet411 UPS account numbers. Account numbers may be added or
deleted only by mutual written Agreement by both UPS and Planet411. Additions to
Addendum A require five business days advance notice to become effective.
Billing: UPS will bill Planet411 for shipments made using any of the UPS account
numbers specifically reserved for Planet411 and its clients according to the
rate schedule included in Addendum A of the present agreement. Planet411 agrees
to supply package level shipping detail to UPS in a form acceptable to UPS.
Requests for invoice adjustments due to an overcharge or requests for refunds
due to a duplicate payment must be received within 90 days from invoice date.
Endorsement: Planet411 agrees to endorse UPS as the recommended delivery company
for Planet411 and its related divisions, subsidiaries, and affiliates. Subject
to final written approval by UPS, UPS agrees to support and/or endorse marketing
and/or promotional initiatives aimed at promoting Planet411's services in which
the UPS registered trademark and/or logo appears.
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Payment Terms: Planet411 agrees to pay for all shipments in full within the time
period required by UPS.
Confidentiality: Planet411 agrees that the rates, incentives, and terms of this
Agreement are only applicable to Planet411 and its subsidiaries as described in
Addendum A - Eligible Accounts and Incentive Levels, as end users and may not be
used for resale to any other party without prior written Agreement between UPS
and Planet411. Planet411 understands that breach of this clause of this
Agreement between UPS and Planet411 may result in immediate cancellation of this
Agreement. Planet411 agrees to maintain the Confidentiality of this program,
both its existence and the conditions, unless disclosure is required by law.
Planet411 agrees not to post or otherwise publicly display the confidential
incentives covered by this Agreement.
Term of Contract: This Agreement may be terminated by either party for any
reason upon 30 calendar days prior written notice.
Incentive Program: The specific details of the incentives provided in this
program covered by this Agreement are included in Addendum A.
Implementation: UPS will provide the incentive program as set forth in this
Agreement and the attached addenda. These incentives will commence Monday
[Contract_Start_Date] and remain in effect until Saturday
[Contract_Expiry_Date]. This contract is subject to periodic review for customer
compliance.
Language: The Parties hereto hereby acknowledge that they have required this
agreement and all related documents to be drawn up in the English language. Les
parties reconnaissent avoir demande que le present contrat ainsi que les
documents qui s'y rattachent soient rediges en langue anglaise.
________________________
Customer's Authorized
Representative Initials
This contract offer is void if an executed copy is not returned to UPS by
[Offer_End_Date] [AE_Name]
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