Antiques Atlas - Terms and Conditions

ANTIQUES ATLAS LIMITED

DEALER TERMS AND CONDITIONS

INTRODUCTION

These Terms and Conditions ("Terms") govern how Antiques Atlas Limited ("us/we") will provide our services to you, the antiques dealer ("the Dealer") (together "the Parties")

Agreed terms

Interpretation
1.1 The definitions and rules of interpretation in this clause apply in this agreement.

Business Day: any day (other than a Saturday or Sunday) when banks are generally open for normal business in London.

Catalogue: the directory where the Dealer displays their stock. This includes the individual catalogue on a Dealer's Site and the full catalogue available on our main website.

Charges: the charges in respect of the Services set out on our website at www.antiques-atlas.com/selling/packages.

Confidential Information: has the meaning given in clause 1.50.

Dealer: you, the antiques dealer, making use of our Services via our website.

Force Majeure Event: has the meaning given in clause 1.47.

Intellectual Property Rights: all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including copyright, know-how, confidential information, trade secrets, business names and domain names, trade marks, service marks, trade names, patents, petty patents, utility models, design rights, semi-conductor topography rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off.

Materials: the content provided to us by the Dealer from time to time for incorporation in the Site, including maps, images and descriptions.
Services: the design and hosting of the Site which will be of a similar format to other sites on www.antiques-atlas.com, unless otherwise stated.
Site: the site within our website found at www.antiques-atlas.com to be hosted by us pursuant to these terms.

Website: our websites www.antiques-atlas.com, www.antiquesatlas.com, www.antiques-atlas.co.uk.

DEALER RESPONSIBILITIES

1.2 The Dealer shall be responsible for the accuracy and completeness of the Materials.

1.3 It is the Dealer's responsibility to obtain any copyright clearance for any materials/text supplied, whether directly or by way of authorisation provided to us to access their own website, if required. The Dealer or its agents will be solely liable in respect of any images and text supplied by them to us.

1.4 All transactions are to occur between a visitor to the Site and the Dealer. We will not take part in any transactions or negotiations.

1.5 A Dealer shall not seek to include links to rival networks or our competitors or to sites of the Dealer's own domain name which have been created by our competition.

1.6 The Dealer is responsible for submitting items up to the provision allowed under the package they have purchased unless otherwise agreed by us in writing. Please note unused items cannot be carried over into the following year upon renewal. Replacing an existing item with a new one is counted as using a new item.

1.7 The Dealer agrees to pay for any outstanding additional items first, before renewing his/ her package.

1.8 The Dealer agrees to keep the Catalogue up to date (i.e. mark sold items as sold using the online control panel).

1.9 The Dealer agrees to only submit stock to the Catalogue which is in situ in its premises at that date.

1.10 The Dealer agrees not to allow anyone outside of its company to use its login details.

CHARGES AND PAYMENT

1.11 We shall issue an invoice in respect of the Charges, and the Dealer shall pay to us the Charges set out in our invoice within 14 days of the date of our invoice.

1.12 All Charges are exclusive of VAT.

1.13 If the Dealer fails to pay any amount payable by it under these terms we shall be entitled, but not obliged, to charge the Dealer interest on the overdue amount. Such interest shall be payable by the Dealer forthwith on demand, from the due date up to the date of actual payment, after as well as before judgment, at the rate of 8% per annum above the base rate for the time being of the Bank of England. Such interest shall accrue on a daily basis and be compounded quarterly. We reserve the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

1.14 We reserve the right to suspend or remove the Site in the event the Dealer fails to pay any amount owed to us.

WARRANTIES

1.15 Each of the Parties warrants to the other that it has full power and authority to enter into a contract with each other.
1.16 We shall perform the Services with reasonable care and skill.
1.17 We will design and provide a site which will be of similar format to the other sites on our Website.
1.18 All e-mails sent via a contact form will be forwarded to the Dealer's own e-mail.
1.19 We warrant that the Site will perform substantially in accordance with the Site specification set out in our Website ("Site Specification") for the term of the contract. If the Site does not so perform, we shall, for no additional charge, carry out any work necessary in order to ensure that the Site substantially complies with the Site Specification.

1.20 The warranty set out in clause 1.19 shall not apply to the extent that any failure of the Site to perform substantially in accordance with the Site Specification is caused by any of the Materials provided.

1.21 These forms set out the full extent of our obligations and liabilities in respect of the supply of the Services. All conditions, warranties or other terms concerning the Services which might otherwise be implied into our contract or any collateral contract (whether by statute or otherwise) are hereby expressly excluded.

LIMITATION OF REMEDIES AND LIABILITY

Nothing in this agreement shall operate to exclude or limit our liability for: (a) death or personal injury caused by its negligence; or (b) any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;
or (c) fraud; or (d) any other liability which cannot be excluded or limited under applicable law.

1.23 We shall not be liable for any:
1. loss of revenue;
2. loss of actual or anticipated profits;
3. loss of contracts;
4. loss of the use of money;
5. loss of anticipated savings;
6. loss of business;
7. loss of opportunity;
8. loss of goodwill;
9. loss of reputation;
10.loss of, damage to or corruption of data; or
11.any indirect or consequential loss,

in each case howsoever arising, whether such loss or damage was foreseeable or in the contemplation of the parties and whether arising in or caused by breach of contract, tort (including negligence), breach of statutory duty or otherwise.

1.24 In the event that there is a loss of service on the Site, we may credit the Dealer with the proportion of the hosting costs for the time period off line. This is, however, not an obligation.

1.25 As set out in clause 2.3, all transactions occur between a visitor to the Site and the Dealer. We do not accept any liability for any such transactions.

1.26 We do not accept liability for any rankings achieved in search engines.

INTELLECTUAL PROPERTY RIGHTS

1.27 The Dealer retains all Intellectual Property Rights in the Materials, and grants us a non-exclusive licence to such Intellectual Property Rights. This licence includes the right to use or copy the Intellectual Property whether for marketing purposes or otherwise.

1.28 All Intellectual Property Rights in any works arising in connection with the performance of the Services by us ("Works") shall be our property, and we hereby grant to the Dealer a non-exclusive licence to such Intellectual Property Rights. The rights given under this non-exclusive licence allows the Dealer to make use of the Works through our Website only, in addition to limited personal use. For the avoidance of doubt, the non-exclusive licence does not allow you to use the Works for any commercial reasons outside of our Website. The Dealers are not given permission to allow others to make use of the Works on competing Websites or otherwise.

1.29 The Dealer shall indemnify us against all damages, losses and expenses arising as a result of any action or claim that the Materials infringe any Intellectual Property Rights of a third party.

1.30 The indemnities in clause 1.29 and clause 1.40 are subject to the following conditions: (a) the indemnified party promptly notifies the indemnifier in writing of the action or claim;
(b) the indemnified party makes no admissions or settlements without the indemnifier's prior written consent;
(c) the indemnified party gives the indemnifier all information and assistance that the indemnifier may reasonably require; and (d) the indemnified party allows the indemnifier complete control over the litigation and settlement of any action or claim.

1.31 The indemnities in clause 1.29 and clause 1.40 may not be invoked to the extent that the action or claim arises out of the indemnifier's compliance with any designs, specifications or instructions of the indemnified party.

SITE CONTENT

1.32 We reserve the right at any time to refuse or remove any items submitted by a Dealer to the Catalogue if we feel they do not fit in with the rest of the stock in the Catalogue.
1.33 Please note that items sourced from factory shops or new items are forbidden.
1.34 It is forbidden to add links, logos, web addresses or e-mail addresses to any submitted Material.
1.35 The Dealer shall ensure that the Materials do not infringe any applicable laws, regulations or third party rights (such as material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third party Intellectual Property Rights) ("Inappropriate Content").

1.36 The business name used on the Site is not permitted to contain "www" or to be presented as a web address.

1.37 We will not allow Dealers to unlist and then relist the same items again as new stock to try to gain unfair advantage in the listings.

1.38 The maximum limit of items the Dealer can upload under one package is set out in the specification of each package or as otherwise agreed in writing by us. 1.39 We reserve the right to remove content from the Site where we reasonably suspect such content is Inappropriate Content. We shall notify the Dealer if we become aware of any allegation that content on the Site may be Inappropriate Content.

1.40 The Dealer shall indemnify us against all damages, losses and expenses arising as a result of any action or claim that the Materials or any other material posted to, or linked to, the Site constitutes Inappropriate Content.

1.41 All updates are to be made through us. The Dealer will not have access to the administrative, back-end and as database section of the Site.

DATA PROTECTION
1.42 In this clause 1.41, Personal Data has the meaning given in the Data Protection Act 1998.

1.43 We warrant that, to the extent we hold any Personal Data on behalf of the Dealer, we shall:
(a) only act on instruction from the Dealer;
(b) will store the Personal Data securely.

TERM and TERMINATION

1.44 The Contract between us and the Dealer shall commence either from the moment they start to make use of our Services by uploading Materials or once we have accepted their request for us to provide our Services to you. The Contract between us and the Dealer shall (subject to earlier termination pursuant to this clause b) terminate automatically at the end of the period for which the Dealer has signed up to, unless we agree in writing to extend the term of this agreement by a further period. Details of the term periods are set out in the appropriate packages as can be found at www.antiques-atlas.com/selling/packages and as supplied by us.

1.45 Either party may terminate the contract between us and the Dealer immediately at any time by written notice to the other party if:
(a) that other party commits any material breach of its obligations under these Terms which (if remediable) is not remedied within 30 days after the service of written notice specifying the breach and requiring it to be remedied; or (b) that other party: (i) ceases to trade (either in whole, or as to any part or division involved in the performance of this agreement); or
(ii) becomes insolvent or unable to pay its debts within the meaning of the insolvency legislation applicable to that party; or
(iii) a person (including the holder of a charge or other security interest) is appointed to manage or take control of the whole or part of the business or assets of that party, or notice of an intention to appoint such a person is given or documents relating to such an appointment are filed with any court; or
(iv) the ability of that party's creditors to take any action to enforce their debts is suspended, restricted or prevented or some or all of that party's creditors accept, by agreement or pursuant to a court order, an amount of less than the sums owing to them in satisfaction of those sums; or (v) any process instituted which could lead to that party being dissolved and its assets being distributed to its creditors, shareholders or other contributors (other than for the purposes of solvent amalgamation or reconstruction).

1.46 On termination by us pursuant to clause 1.45, all licences granted by us to the Dealer shall terminate immediately.

On expiry or termination of the contract between us and the Dealer, all provisions set out in these Terms shall cease to have effect, except that any provision which can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect.

FORCE MAJEURE

1.48 The definition in this clause applies in this agreement.
Force Majeure Event: any event arising which is beyond the reasonable control of the affected party (including any industrial dispute affecting any third party, governmental regulations, fire, flood, disaster, civil riot or war).

1.49 A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under this agreement shall forthwith notify the other and shall inform the other of the period for which it is estimated that such failure or delay will continue. The affected party shall take reasonable steps to mitigate the effect of the Force Majeure Event.

CONFIDENTIALITY
1.5 The definition in this clause applies in this agreement.
Confidential Information: all information, whether technical or commercial (including all maps, images, descriptions, specifications, drawings and designs, disclosed in writing, on disc or orally, pursuant to discussions between us and the Dealer, where the information is:
(a) identified as confidential at the time of disclosure; or (b) ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.

1.51 Each party shall protect the Confidential Information of the other party against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.

1.52 Confidential Information may be disclosed by the receiving party to its employees, affiliates and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Confidential Information received.

1.53 The obligations set out in this clause 1.49 shall not apply to Confidential Information that the receiving party can demonstrate:

(a) is or has become publicly known other than through breach of this clause 1.49; or
(b) was in the possession of the receiving party prior to disclosure by the other party; or (c) was received by the receiving party from an independent third party who has full right of disclosure; or (d) was independently developed by the receiving party; or (e) was required to be disclosed by a governmental authority, provided that the party subject to such requirement to disclose gives the other party prompt written notice of the requirement.

1.54 The obligations of confidentiality in this clause 1.49 shall not be affected by the expiry or termination the contract between us and the Dealer.

ASSIGNMENT

Neither party may assign or transfer any of its rights or obligations under the contract between us and the Dealer, in whole or in part, without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.

ENTIRE AGREEMENT

These Terms constitutes the entire agreement between the parties regarding its subject matter and supersedes and replaces any and all prior agreements, understandings or arrangements between the parties, whether oral or in writing, with respect to the same. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to entering into a contract under these Terms, except as expressly stated in these Terms. Neither party shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering into a contract (unless such untrue statement was made fraudulently) and that party's only remedies shall be for breach of contract as provided in these Terms.

THIRD PARTY RIGHTS

1.55 These Terms are made for the benefit of us and the Dealer we are contracting with and are not intended to benefit, or be enforceable by, any other person.

1.56 We reserve the right to make reasonable changes to these Terms at any time and will notify you of any changes 14 days prior to making them.

SEVERANCE

1.57 If any provision (or part of a provision) of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties. Governing law and jurisdiction

These and any disputes or claims arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the law of England.

The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

THESE TERMS WERE LAST UPDATED ON 24th April 2013.

You can also view the Antiques Atlas website terms of use here.