In these Conditions, the following definitions apply:

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 5.

Antiquo: a company registered in England and Wales with company number 07143834 whose registered office is Sunderland House, Sunderland Street, Macclesfield, Cheshire, SK11 6JF.

Antiquo Materials: has the meaning set out in clause 4.1(d).Commencement Date: has the meaning set out in clause 2.2.

Conditions: these terms and conditions as amended from time to time in accordance with clause 12.8.

Content Store: an online library and database of articles which Antiquo makes available in accordance with clause 7.

Contract: the contract formed between Antiquo and the Customer for the supply of Services including and in accordance with these Conditions and the Service Level Agreement if applicable.

Customer: a person or firm who purchases Services from Antiquo.

Deliverables: the deliverables set out in the Order produced by Antiquo for the Customer.

Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Order: the Customer’s order for Services as accepted by Antiquo formally or by implication by it beginning to perform Services.

Service Level Agreement: the service level agreement made between Antiquo and the Customer relating to Services provided by Antiquo to the Customer, in accordance with clause 3.4 of these Conditions.

Services: the services, including the Deliverables to be supplied by Antiquo to the Customer as set out in the Order.

1.2
In these Conditions, the following rules apply:

(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b)a reference to a party includes its personal representatives, successors or permitted assigns.

2.4
Any samples, drawings, descriptive matter or advertising issued by Antiquo, and any descriptions or illustrations contained in Antiquo’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.5
These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.6
Any quotation given by Antiquo shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.

2.7
Any Contract formed between Antiquo and the Customer for a fixed term which is stated as being recurring (Retainer) shall be reviewed at the end of such term and the parties shall negotiate to agree a new scope and price for the Services for any subsequent period.

3.3
Antiquo shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, to amend any technical issues which are occurring in respect of any of the Services or to make any changes which do not materially affect the nature or quality of the Services.

3.4
The Customer may request in writing to Antiquo that the Customer and Antiquo enter into a Service Level Agreement to govern the provision of services provided by Antiquo to the Customer. Antiquo shall have absolute discretion as to whether it shall enter into such a Service Level Agreement and the terms upon which the Service Level Agreement is made.

3.5
If there is any inconsistency between any of the provisions of these Conditions and the provisions of any Service Level Agreement, the provisions of these Conditions shall prevail.

3.6
Subject to clause 7 Antiquo warrants to the Customer that the Services will be provided using reasonable care and skill, however Antiquo shall not be liable for any interruption in any of the Services for any reason whatsoever.

3.7
In addition to its rights under clause 3.3, Antiquo shall be entitled to suspend any web-hosting services in whole or part (temporarily or permanently) without liability to the Customer in order to upgrade or maintain any web-hosting services provided to the Customer by Antiquo or a third party or where instructed to by any competent authority or legal body.

3.8
Antiquo does not accept liability for any damage or corruption of data caused by the email marketing or delivery platform used for dissemination of the Services in an electronic form.

The customer shall:

(a) ensure that the terms of the Order and any information it provides to Antiquo is complete and accurate;
(b) co-operate with Antiquo in all matters relating to the Services;
(c) provide Antiquo with such information and materials as Antiquo may reasonably require in order to supply the Services, and ensure that such information is accurate and up to date in all material respects;
(d) keep and maintain all materials, equipment, documents and other property (including Intellectual Property) of Antiquo (Antiquo Materials) at the Customer’s premises in safe custody at its own risk, maintain Antiquo Materials in good condition until returned to Antiquo, and not dispose of or use Antiquo Materials other than in accordance with Antiquo’s written instructions or authorisation;
(e) not breach any copyrights or other Intellectual Property Rights that Antiquo or any third party has in the Services and/or Deliverables;
(f) be responsible for backing up all information received as part of the Services (acknowledging that Antiquo shall not be obliged to do so);
(g) retain all passwords and usernames provided by Antiquo to access the Services as confidential and not allow any other person to access the Services;
(h) not use the Services in any manner which infringes any law or rights of Antiquo or any third party;
(i) ensure that if any representative of the Customer leaves the Customer’s organisation their access details are surrendered to the Customer and that they are not used by that representative or any other person;
(j) comply with any and all of its obligations under any Service Level Agreement, if such a Service Level Agreement has been entered into between the Customer and Antiquo in accordance with clause 3.4 of these Conditions.

4.2
The Customer is prohibited from using any of the media (including images or stock photographs) contained within any of the Services or Deliverables other than as directed by Antiquo. If Antiquo requests the Customer to stop using such images or content the Customer shall do so immediately.

4.3
If Antiquo’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

(a) Antiquo shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays Antiquo’s performance of any of its obligations;
(b)Antiquo shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Antiquo’s failure or delay to perform any of its obligations as set out in this clause 4.3; and
(c)the Customer shall reimburse Antiquo on written demand for any costs or losses sustained or incurred by Antiquo arising directly or indirectly from the Customer Default.

4.4
This clause 4 shall be a material term of the contract

(a) the Charges shall (in the absence of a fixed fee agreement) be calculated in accordance with Antiquo’s standard hourly fee rates, as set out in Schedule 1 of these Conditions;
(b) Antiquo shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Antiquo engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Antiquo for the performance of the Services, and for the cost of any materials.

5.3
If the Charges are payable on a time and material basis and such Charges amount to less than £1,000, Antiquo shall invoice and the Customer shall pay such Charges on the date that delivery of the Services is completed. If however the Charges amount to more than £1,000, Antiquo shall invoice and the Customer shall pay 50% of the Charges on the Commencement Date and 50% of the Charges on completion of the Services by Antiquo.

5.4
If Antiquo confirm to the Customer that the Charges are payable on a fixed fee basis, Antiquo shall invoice and the Customer shall pay the Charges detailed in the Order on a monthly basis (payable in advance) during the term in which the Services are being provided to the Customer.

5.5
The Customer shall pay each invoice submitted by Antiquo:

(a)within 30 days of the date of the invoice unless otherwise stated by Antiquo; and
(b)in full and in cleared funds to a bank account nominated in writing by Antiquo, and
(c)time for payment shall be of the essence of the Contract.

5.6
All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by Antiquo to the Customer, the Customer shall, on receipt of a valid VAT invoice from Antiquo, pay to Antiquo such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

5.7
Without limiting any other right or remedy of Antiquo, if the Customer fails to make any payment due to Antiquo under the Contract by the due date for payment (Due Date), Antiquo shall have the right to charge interest on the overdue amount at the rate of 4 per cent per annum above the then currentBarclays Bank plc’s base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.

5.8
The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against Antiquo in order to justify withholding payment of any such amount in whole or in part. Antiquo may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Antiquo to the Customer.

6.4
Antiquo does not make any warranties in relation to the Intellectual Property Rights, in particular it does not warrant that the Intellectual Property Rights do not breach any third party’s Intellectual Property Rights.

The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 8 shall survive termination of the Contract.

Subject to clause 9.1:

(a) Antiquo shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract;
(b) in particular Antiquo is not responsible for any:-
(i)social media activity including posting articles or ‘tweeting’;
(ii)third party content or breach of any third party Intellectual Property Rights; or
(iii)content of articles to the extent it could be interpreted as constituting advice, including in respect of any inaccuracies or incompleteness.
(c) Antiquo’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Services received by Antiquo.

9.3
Antiquo does not make any express or implied warranty or representation concerning any of the information provided in the Services, or the accuracy or completeness of the information provided in the Services. No information provided in the Services shall constitute advice of any nature. Antiquo does not warrant that any such information complies with any professional standards and Antiquo shall not be liable for any losses whatsoever, in connection with any content contained within the media, articles or other materials constituting the Services.

9.4
The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

9.5
The Services provided to the Customer may include web-hosting of the Customer’s website. Antiquo may sub-contract all such web-hosting services to a third party. Subject to clause 9.1, Antiquo excludes all liability in relation to any losses the Customer incurs as a result of receiving or not receiving any web-hosting services from any sub-contractor of Antiquo. Antiquo will use reasonable endeavours to provide web-hosting services in accordance with any Order however it does not make any express or implied warranty or representation concerning the provision of web-hosting services or the availability or performance of web-hosting services.

9.6
This clause 9 shall survive termination of the Contract.

Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing of the breach;
(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(e) the other party (being an individual) is the subject of a bankruptcy petition or order;
(f) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
(h) a floating charge holder over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j) any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 10.1(b) to clause 10.1(i) (inclusive);
(k) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
(l)the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

10.2
Without limiting its other rights or remedies, Antiquo may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.

10.3
Without limiting its other rights or remedies, Antiquo has the right to terminate the Contract by giving the Customer 1 month’s written notice.

10.4
If the Services are required on a single project basis the Contract will commence on the Commencement Date (as defined in clause 2.2) and shall terminate on completion of the Services by Antiquo. For avoidance of doubt Antiquo shall have absolute discretion as to when Services are completed.

(a)the Customer shall immediately pay to Antiquo all of Antiquo’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Antiquo shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(b) the Customer shall return all of Antiquo Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then Antiquo may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safekeeping and will not use them for any purpose not connected with this Contract;
(c) the licence granted to the Customer in accordance with clause 7 shall terminate immediately;
(d) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry;
(e) clauses which expressly or by implication have effect after termination shall continue in full force and effect; and
(f) any Service Level Agreement entered into by the Customer with Antiquo shall immediately terminate.

(a) For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of Antiquo including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Antiquo or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
(b) Antiquo shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
(c) If the Force Majeure Event prevents Antiquo from providing any of the Services for more than 4 weeks, Antiquo shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

12.2 Assignment and subcontracting:

(a) Antiquo may at any time assign, transfer, charge, subcontract or deal in any other manner (Deal) with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
(b) The Customer shall not, without the prior written consent of Antiquo, Deal with all or any of its rights or obligations under the Contract.

12.3 Notices:

(a)Any notice required to be given to a party under this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party’s main fax number.

(b)Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.

(c)This clause 12.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, “writing” shall not include e-mails.

12.4 Waiver:

(a) A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

12.5 Severance:

(a)If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

(b)If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

12.6
No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

12.7
Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.

12.8
Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by Antiquo.

12.9
Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.