You may only use the membership logo if:
0.1. you are currently a member of the Canadian Green Cleaners Association AND
0.2. you accept the terms of this contract in full and comply with them. If you do not meet both of those requirements, you may not use the membership logo.
1.1. In this contract words written in bold and some other words such as “us”, “we” and “you” have defined meanings; most of these are set out in the “definitions and interpretation terms”, which are standard terms that we use in several of our contracts and which are available on our website. The other terms which have special meanings are given below:
• contract means (i) these terms and conditions (ii) the acceptable use policy and (iii) the definitions and interpretation terms which are part of this contract and have the same effect as they would if they were set out in full in this document;
• force majeure means any circumstances not foreseeable at the date of this contract and not within the reasonable control of the party in question including, without prejudice to the generality of the foregoing, strikes, lockouts, shortages of labour or raw materials, civil commotion, riot, invasion, war, threat of or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural physical disaster;
• logo means the membership logo exhibited in exhibit ‘A’;
• CGCA logos means our main company logos set out in exhibit ‘B’
1.2. Explanatory notes in italics do not affect the interpretation of this contract.
2. COMMENCEMENT AND DURATION
2.1. This contract shall start on the earliest of the following dates:
2.1.1. the date that you confirm your acceptance of its terms to us; or
2.1.2. the date that you start using the logo.
2.2. This contract (and therefore your right to use the logo will end) on the happening of any of these events:
2.2.1. either party notifies the other (giving at least one month’s warning) that this contract will end;
2.2.2. either party breaks any part of this contract and (if the problem is something that can be put right, has not been put right within 14 days of being notified of the problem);
2.2.3. either party breaks any part of this contract for a third time, whether or not they have previously put that problem right when told to do so under clause 2.2.2;
2.2.4. your membership of us ends for any reason, or is assigned to a third party.
3.1. In return for your entering into the terms of this contract we grant you a non-exclusive, royalty-free licence to use the logo (without alteration of any kind) anywhere in the World on the terms of this contract. Explanatory Note: “non-exclusive” means that others may also have this right. “royalty-free” means that you do not have to pay us for using the logo in this way, but you do have to comply with this contract.
3.2. You are not granted any form of licence or permission to use our main corporate logo or other trademarks, except to the extent that they form part of the logo. Explanatory Note: This licence contract only applies to the member’s logo (the CGCA Seal or the House-Leaf logo). You are not allowed to use the CGCA logos except that one of them forms part of the logo and therefore some use is automatic.
3.3. You may only use the logo if you have obtained the computer graphics files comprising it directly from us. Explanatory Note: The files we send to you are the correct size, resolution and colour. If people start copying the logo from elsewhere, the logo may be of lower quality or have been altered in some way.
3.4. You may not sublicence or assign any of your rights or obligations under this contract. Explanatory Note: the permission to use the logo that this contract grants only applies to the CGCA member involved (e.g. the company, not any resellers, subsidiaries or partners). If your membership is transferred to a third party, this contract ends (2.2.4) and the new person who is a member must enter into a contract with us.
4. TITLE AND GOODWILL
4.1. You accept that we are the owner of the copyright and trade mark rights in the logo.
4.2. You must not alter or obscure the copyright and trademark notice within the logo.
4.3. Any goodwill created from your use of the logo accrues to us.
5. TRADE MARK REGISTRATIONS
5.1. You must not apply to register the logo as a trade mark or other type of intellectual property rights anywhere in the World for any category of goods or services.
5.2. You shall not apply for or obtain registration of any intellectual property right (e.g. trade or service marks) in any country which consists of or comprises the words “CGCA”, "Canadian Green Cleaners Association" and/or “CGCA member” or any confusingly similar word or words (including “Canadian Green Certified” or “CGCA”), or any trade or service mark which consists of, comprises or is confusingly similar to the logo or CGCA logos.
6. DUTIES OF THE PARTIES
6.1. You shall not do anything to diminish our rights in the logo or impair any registration by us of the logo.
7. QUALITY CONTROL AND APPROVAL PROCEDURES
7.1. You must comply with the acceptable use policy for the logo which may specify how the logo may be used, in order that no use of the logo is made which is, or is likely to be:
7.1.1. deceptive, misleading or confusing to customers or the public;
7.1.2. damaging to our rights in the logo; or
7.1.3. reasonably perceived to alter the logo or the perception of it (e.g. by using the logo in the wrong size, resolution or colour).
7.2. If we request it, you will (promptly and without cost to us) provide us with copies of any website or other material in which you use the logo and details of the duration of use and the number of uses. If the use is on a webpage or other electronic ‘location’ that requires password access to view it, you shall provide us with a password for that purpose on request.
Explanatory Note: If we receive complaints about your use of the logo, we need assurance that we can find out how you have been using it.
8. EFFECT OF TERMINATION
8.1. When this contract is terminated:
8.1.1. the licence to use the logo ends immediately; and
8.1.2. you shall not sell or offer any services of any type or description under or by reference to the logo or any confusingly similar mark.
8.2 Termination of this contract by either party shall be without prejudice to the right to seek compensation for breach of any provisions of this contract.
9. FORCE MAJEURE
9.1. If and to the extent that either party is prevented or delayed from performing any of its obligations under this contract by force majeure it shall promptly notify the other party, specifying the matters constituting force majeure together with such evidence in verification thereof as it can reasonably give and specifying the period for which it is estimated that the prevention or delay will continue. The party so affected shall then be relieved of liability to the other for failure to perform or for delay in performing (as the case may be) its obligations, but shall nevertheless use its best endeavours to resume full performance of its obligations under this contract provided that, if the force majeure continues for a period of one month or more following notification, the party not affected by the force majeure may terminate this contract by notifying the other at least 14 days in advance. Such notification shall be of no effect if the party affected by the force majeure resumes full performance of its obligations under this contract before the expiry of the notice period.
10. OTHER PROVISIONS
10.1. This contract, together with any documents referred to in it, constitutes the whole contract between the parties relating to its subject matter and supersedes any prior drafts, contracts, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter.
10.2. No variation of this contract shall be effective unless made in writing.
10.3. No term of this contract shall be enforceable under Canadian Contract Law by a third party, but this does not affect any right or remedy of a third party which exists or is available apart from under that legislation.
10.4. No failure to exercise nor any delay in exercising by either party to this contract of any right, power, privilege or remedy under this contract shall impair or operate as a waiver of such right, power, privilege or remedy.
10.5. Any time, date or period mentioned in this contract may be extended by written contract between the parties but otherwise, and except as expressly provided, as regards any time, date or period originally fixed or any time, date or period so extended, time shall be of the essence.
10.6. Nothing in this contract shall constitute, or be deemed to constitute, a partnership between the parties nor, except as expressly provided, shall it constitute, or be deemed to constitute, any party as the agent of any other party for any purpose.
10.7. This contract shall be governed by, and construed in accordance with, Canadian law and each of the parties irrevocably submits to the exclusive jurisdiction of the Canadian courts except in matters of enforcement of the judgement of a Canadian court where courts more local to the parties may be used.
Definitions and interpretation
These terms are not a stand-alone document or contract. They represent the standard wording which forms part of several of our contracts. Since a lot of standard legal wording makes a document harder to read rather than easier we have put all these definitions and interpretations together in one document. This can also act as a sort of glossary of terms to help you understand specific words on our website.
Not all definitions will necessary apply to the membership agreement which you are taking out with us.
1. In this contract the words in bold will have the following meanings unless the context requires otherwise:
abuse - has the meaning given in our acceptable use policy from time to time, but includes:
• use without accepting and abiding by this contract;
• doing or failing to do anything which has the object or effect of altering or circumventing the terms set out at the time of membership;
• doing anything which has the object or effect of making it harder for us to discover or prevent abuse; or
• doing anything which has the effect of negatively impacting a customer's experience based on usage of the CGCA name, logo, or it's implied standing.
acceptable use policy - our acceptable use policies in relation to the use of our services published on our website from time to time which defines abuse and provides binding rules on:
• levels of acceptable use (including the limit);
• acceptable or unacceptable methods of use of the membership, it's logo, or false representation of current membership status;
• acceptable or unacceptable uses of the data, training, or industry information derived or obtained from us;
• activities which are banned because they provide or may provide unfair advantages to particular companies or which involve co-operation between members or companies in an attempt to secure an advantage;
• activities which are banned because they endanger or may endanger staff of a CGCA certified individual or company or customers of CGCA members;
• obligations to require users to declare to us any affiliations they may have with other members or member companies or suppliers;
• obligations on users to require them to provide us with reasonable evidence to prove they are complying with the acceptable use policy;
• how the acceptable use policy is to be enforced;
• what sanctions apply; and
• anti-avoidance terms.
the credit and payment terms - are our standard terms for the providing of credit accounts which we use across most of the services we provide in order to assist those who use more than one service (credit is not provided to consumers);
contacts - in our record of you there may be a feature that allows you to specify someone (either yourself or someone else – we may restrict who can act for you) as being the contact person for dealing with element of the administration (e.g. an ‘administration’ contact for dealing with general matters such as membership fees, renewals, inquiries, dispute resolution, training & facilitation of delivery of products or services) – the person listed is a ‘contact’;
contract - this will be defined in each specific contract, and will explain what does and does not form part of that contract;
end user - any customer or third party to whom you provide any services to from your use of the membership status and privelage provided by us under this contract, whether or not that product or service is or has been further processed;
fees policy - our policy which sets the basis on which we can charge for membership & training we provide: it is available in full on our website but in summary it says that, where only we can provide a membership or training, we will charge on a profit basis to ensure the reasonable growth of our membership association and allow for the continued growth of CGCA membership. This may be on any basis which achieves this aim.
intellectual property rights - trademarks, service marks, registered designs, utility models, patents, applications for any of the foregoing, copyright, design rights, database rights, confidential information, trade and business names and any other similar protected rights in any country whether existing or to be created and whether vested or contingent;
limit - the maximum number and frequency of queries or support calls for Premium Membership in a given time period which you may contact us under this contract which is specified by us in the acceptable use policy from time to time;
notify - any duty to notify or give notice may (unless another form is specified) be by email, automaton message (if a standard form is established), EPP response (if a standard form is established), fax or post and shall be effective on the earlier of (a) the time of sending of the electronic communication or fax, (b) two days after posting by first class pre-paid post, or (c) receipt: and shall be validly served if sent to (in the case of us) our address given on our website at the time and (if sent to you) the address we hold for you in respect of this contract, or your registered office (if applicable), or the relevant contact for the service;
policy - has the same meaning as acceptable use policy
query/queries - a request or message which is the subject of the contract in the manner and form we specify;
2. The following words have special meanings, but will not be put in bold:
us, our, we - The CGCA or The Canadian Green Cleaners Association, Suite Unit 14, 1599 Dugald Rd. Winnipeg, MB, R2J 0H3; and
you, your - the person, firm, organisation or company who we contract with (see also ‘6’ below).
you, your - the person, firm, organisation or company who we contract with (see also ‘6’ below).
3. In this contract references to:
3.2 a ‘clause’ or ‘sub-clause’ shall refer to a clause or sub-clause of the contract; and
3.3 the heading will not affect the construction of the contract.
4. If any clause is held to be invalid or unenforceable in whole or in part, the invalid or unenforceable wording shall be deemed to be omitted.
5. If you are the operator of or the staff member acting as a CGCA member present or past, nothing in this contract shall act or be interpreted to act as removing, restricting, transferring to us or otherwise challenging:
5.1 your intellectual property rights pertaining to anything not directly related to CGCA copyrighted, trademarked, or owned material, media, membership, or merchandise.
5.2 your control of that which falls within your intellctual property rights.
6. Any reference to you in respect of a duty to notify, or take instructions, includes any contact for that purpose on our records for that service (e.g. if we are required to issue an invoice to you, we can satisfy that obligation by sending it to your listed ‘billing contact’, whether or not that is actually you).
Unit 14, 1599 Dugald Rd.
Winnipeg, MB, R2J 0H3
T: 1(855) 260 - 8251
F: 1(204) 669 - 7275
If you have any questions or require further clarification on the above information, please contact us: