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.
(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
|2.BASIS OF CONTRACT||2.1
The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions. Antiquo may seek to amend the terms of the Order prior to acceptance of it and in such cases the Contract shall be deemed to include such amendments.2.2
The Order shall only be deemed to be accepted when Antiquo issues written acceptance of the Order or begins performing the Services, at which point and on which date the Contract shall come into existence (Commencement Date).2.3
The Contract and Service Level Agreement (if applicable) constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Antiquo which is not set out in the Contract.
|3. SUPPLY OF SERVICES||3.1
Antiquo shall supply the Services to the Customer in accordance with the Order in all material respects.3.2
Antiquo shall use reasonable endeavours to meet any performance dates but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
|4. CUSTOMER’S OBLIGATIONS||4.1
The customer shall:
(a) ensure that the terms of the Order and any information it provides to Antiquo is complete and accurate;
(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;
|5. CHARGES AND PAYMENT||5.1
The Charges for the Services shall be payable by the Customer either on a time and materials basis or on a monthly basis. Antiquo will confirm how payment of the Charges is to be made by the Customer when providing written acceptance of the Order, and such payment terms will form part of the Contract.5.2
If Charges are payable on a time and material basis:
(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;
(a)within 30 days of the date of the invoice unless otherwise stated by Antiquo; and
|6. INTELLECTUAL PROPERTY RIGHTS||6.1
All Intellectual Property Rights created specifically from Antiquo’s performance of the Services shall be owned by Antiquo. Any Intellectual Property Rights developed during the provision of the Services under this agreement will be transferred to the Customer upon Antiquo receiving payment in full for the Services.6.2
The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer’s use of any such Intellectual Property Rights is conditional on Antiquo obtaining a written licence from the relevant licensor on such terms as will entitle Antiquo to license such rights to the Customer.6.3
All Antiquo Materials are the exclusive property of Antiquo.
|7. THE CONTENT STORE||7.1
In providing the Services, Antiquo may provide the Customer with access to the Content Store. If access is granted the Customer is granted a non-exclusive licence for the duration of the Contract to use the articles or other media contained within the Content Store on a ‘white label’ basis and to add their branding to such articles or other media as Antiquo directs. No images included in any such articles may be removed from them and use of an article or any image separately from an article shall be a breach of Antiquo’s Intellectual Property Rights and these Conditions.7.2
The Customer shall not allow any access to the Content Store to be passed on to a third party.7.3
This clause 7 shall be a material term of the Contract.
|8. CONFIDENTIALITY||A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain.
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.
|9. LIMITATION OF LIABILITY||9.
Nothing in these Conditions shall limit or exclude Antiquo’s liability for:(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) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).9.2
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;
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;
|11. CONSEQUENCES OF TERMINATION||On the termination of the contract for any reason:
(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;
|12. GENERAL||12.1 Force majeure:
(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.
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.
(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.
(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.
(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.
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