Terms and Conditions

Terms and Conditions

Hopewiser Licence Agreement

This is an Agreement between Hopewiser Limited whose registered office is at Merlin Court, Atlantic Street, ALTRINCHAM, Cheshire, WA14 5NL, registered company no. 01621544 ("Hopewiser") or one of its authorised resellers ("Authorised Reseller") and the End User for the provision of Services via the Hopewiser Website. You agree and in doing so confirm your capacity as an authorised agent of the End User to the following terms & conditions and all future Service Agreements raised under the Account generated for the purpose of accessing the Services.

By creating an Account the End User agrees to be bound by the terms of this Agreement. The Service is licensed to the End User. The Service remains the property of Hopewiser and any Data Suppliers.

Hopewiser grants to the End User a non-exclusive non-transferable licence to use the Services subject to the terms within this Agreement.

Terms and Conditions

1) DEFINITIONS

"Account"

means an account created by the End User on the Hopewiser Website with the intention of using the Service

"Activation Date"

means the date on which a Bundle is available for use by the End User

"Bundle"

means an agreed volume of Transactions as indicated in the Service Agreement

“Bureau Order”

means any and all documents issued by Hopewiser via Address Cleanse headed with the reference "Invoice"

"Data Supplier"

means a third party licensor of any database made available to the End User other than the Royal Mail

"Data Supplier Fee"

means the fees in respect of use of the Database as defined within the Data Supplier Agreement

"Data Supplier Licence"

means any licences from Data Suppliers required by Data Suppliers for the provision of the Database. All Data Supplier Licences are published on the Hopewiser Website.

"Database"

means a third party database other than PAF as defined within the Service Agreement

“Deliverable”

means a downloadable set of files which are the result of the processing specified by an End User

"Eircode"

means the ECAF or ECAD data products as supplied by Capita Business Support Services (Ireland) Limited.

"Eircode EULA"

means the Licensor Eircode Products Licence granted by Capita Business Support Services (Ireland) Limited to the End User to use Eircode in accordance with the Terms and Conditions to be found in Licensor Eircode Products Licence Agreement available from Hopewiser.

"End User"

means the company defined within the Account Details as registered via the Hopewiser Website

"Expiry Date"

means the date 12 months after the Activation Date

"Hopewiser Website"

means the secure part of the website located at https://www.hopewiser.com/ or https://services.hopewiser.com/ which is accessed using a valid Username & Password

"Licence Fees"

means the licence fees in respect of Service specified in the Service Agreement

"PAF"

means the Royal Mail's Postcode Address File as defined in the PAF Licence Agreement

"PAF Licence Fees"

means the fees in respect of PAF as defined by the PAF Licence Agreement and specified in Service Agreement(s)

"PAF End User Licence"

means the licence granted by the Royal Mail to the End User to use PAF in accordance with the terms of the Annex 3 of the PAF – Solutions Provider Data Licence Agreement

"Password"

means the password specifically generated for the End User to verify permitted access to the Hopewiser Website and for requesting a Transaction

"Purchase Date"

means the date that the Bundle is purchased which will be indicated on the Service Agreement

"Service"

means the chargeable service made available by Hopewiser to the End User pursuant to this Agreement

"Service Agreement"

means any and all documents issued by Hopewiser via AddressServer in the Cloud headed with the reference "Invoice"

"Service Documentation"

means all documentation on the Hopewiser Website that relates to the use of the Service

"Service Level Agreement"

means the document currently available via the Hopewiser Website which details the Support and Maintenance available for the Service

"Transaction"

means the submission of a search against the Address Lookup Online Service

“Third Party Data”

means data supplied to Hopewiser for the purpose of providing the Service

"Username"

means the unique reference used for accessing the Service in conjunction with a valid Password


 

2) ACCEPTANCE

  1. The End User will be deemed to have accepted a Bundle upon the first Transaction being requested or payment being made whichever is the earlier. A valid Username and Password is required to access one or more Bundles.

  2. The End User will be deemed to have accepted a Deliverable upon paying for it. The End User is responsible for checking all Address Cleanse input field selections, service options and statistics before making payment.

3) CHARGES

  1. AddressServer in the Cloud;

    1. The Licence Fee and the basis for calculation for the Service are set out on the Hopewiser Website or Service Agreement.

    2. The End User shall purchase the Service in Bundles as described on the Hopewiser Website.

    3. The End User may purchase multiple Bundles within a single Service Agreement.

  2. Address Cleanse

    1. The End User shall purchase Deliverables by way of Bureau Orders.

4) EXTENT OF LICENCE

  1. The End User may only access the Service using Username and Passwords associated to the Account.

  2. The End User may not permit third parties to access the Service using their Username(s) and Password(s), unless agreed in writing with Hopewiser.

  3. The End User agrees not to undertake any of the following acts except to the extent expressly permitted by law:

    1. disassemble, decompile or reverse engineer the Service

    2. rent, lease, loan, resell, distribute, network or create derivative works based on the Service

    3. use the Service through an intranet or extranet unless otherwise expressly permitted by the Service Agreement

    4. exceed any Fair Use Policy that Hopewiser may communicate from time to time; current Fair Use Policy states Accounts are limited to consuming no more than 10% of their total Bundle volume within a 24 hour period

    5. undertake any data cleansing activities except where expressly permitted by the respective Data Supplier Licence

  4. The End User shall not modify or attempt to modify any part of the Service except that the End User shall have the right to run the Service jointly with other programs of the End User or of other parties.

  5. Provision and use of AddressServer in the Cloud is additionally governed by the Service Level Agreement.

  6. The End User agrees to comply with all terms relating to Service Level Agreement as published on the Hopewiser Website. For the avoidance of doubt the terms of this Agreement should have precedence over those of the Service Level Agreement where different.

5) DATA LICENCES

  1. The data supplied by Hopewiser Services is subject to terms and conditions and licences set by the providers of that data. The End User agrees to comply with all terms relating to each Data Supplier Licence as published on the Hopewiser Website. The following organisations apply terms regarding access to and the use of their data:

    1. Australia Post

    2. The ARK

    3. British Telecom

    4. DBS Data

    5. Direct Marketing Association UK

    6. Equifax

    7. Eircode

    8. Office for National Statistics

    9. Ordnance Survey

    10. The REaD Group

    11. The Royal Mail

    12. Universal Postal Union

    13. Wilmington Millennium

  2. Where the End User chooses to use the Service to access PAF they agree to comply with the terms of the PAF End User Licence Agreement.

  3. Where the End User chooses to use the Service to access Eircode they agree to comply with the terms of the Eircode EULA.

  4. End Users must sign and return a copy of the Eircode EULA to Capita Business Support Services (Ireland) Limited before activating any bundle which uses Eircode. If the End User fails to return a signed Eircode EULA Hopewiser cannot activate the Service until such time as the document is received.

  5. The User warrants that the details contained in the Service Agreement are correct and undertakes that any changes, including without limitation the intended use of the Service are promptly notified to Hopewiser for forwarding to the Address Management Unit of the Royal Mail or Data Supplier.

  6. Hopewiser will update PAF and Database(s) used by the Service within one month of such updates being received by Hopewiser in an acceptable and readable manner.

  7. Hopewiser will promptly notify the Royal Mail of any errors in PAF reported to Hopewiser by the End User.

  8. Hopewiser does not warranty the accuracy of the PAF or other Database(s).

5A) DATA PROTECTION

  1. Both parties agree;

    1. to comply with all the relevant provisions of the Data Protection Act 1998 together with any legislation which amends it and to obtain and maintain all necessary registrations required by the Act; and

    2. to comply with the rules relating to List and Database Management laid down in the British codes of Advertising and Sales Promotion and with the recommended standards produced by the Advertising Association; and

    3. to ensure that all requirements of these rules and standards are met in respect of Third Party Data and indemnify the other party against all consequences of a breach.

  2. The Hopewiser Address Cleanse service

    1. Will store all End User files in an encrypted format when not being processed.

    2. Will store the key to access End User files in an encrypted form so as to require a valid login to decrypt the data.

    3. Will delete each End User file 30 days after it is uploaded or created.

    4. Will not make backups (encrypted or otherwise) of End User data.

  3. The End User

    1. Recognises that the Service is not to be used as a store for uploaded data or Deliverables.

    2. Recognises that a Password reset (used to forcibly change a password, and distinct from a Password change by a logged-in User) will prevent all access to the End User's uploaded data and Deliverables

      1. This prevents unauthorised access to End User uploaded files and Deliverables even in the event of compromise, unless that compromise involves the disclosure of the End User's password.

      2. Access to statistics and other account information is unaffected.

    3. Will retain copies of and backup as appropriate any data uploaded to the Address Cleanse Service.

    4. Will download Deliverables as soon as practicable once available and backup as appropriate.

    5. Assumes all responsibility for loss of data in the event of not following (a) or (b).

6) SUPPORT SERVICES

  1. For the period of this Agreement Hopewiser shall provide an email support service to respond to queries regarding the Service and to analyse problems between the hours of 9.00am and 5.30pm Monday to Friday, UK time, excluding public holidays.

  2. Self-Help - End Users should use the relevant documentation and on-line help before contacting the Hopewiser support team.

  3. The End User will reimburse Hopewiser for onsite visits at a standard daily rate agreed at the prevailing rate exclusive of days allocated in the schedule. Onsite visits subject to these charges will include training and consultancy days. All reasonable expenses incurred in relation to these shall be charged to the End User.

  4. The End User recognises that Hopewiser have no ability to access data uploaded to Address Cleanse or to deliverables generated by it for the purposes of support.

7) MAINTENANCE

  1. Hopewiser reserves the right to take down the Service according to the schedule published in the Service Level Agreement available on the Hopewiser Website.

8) PROPERTY AND CONFIDENTIALITY

  1. The Service and all parts thereof and Service Documentation are the confidential property of Hopewiser who warrants to the End User that it has good right to enter into this Agreement and that the Service will not infringe the intellectual property rights of any third party except only to the extent to which rights are expressly granted to the End User by this Agreement. Copyright and all other intellectual property rights are reserved to Hopewiser and shall not pass to the End User.

  2. The User undertakes to treat as confidential and keep secret all information contained or embodied in the Service and Service Documentation and will not disclose the Service to any person firm or corporation except to its own employees who must have access to the Service by virtue of their employment with the End User and in the case of such persons the End User will take all reasonable steps to ensure that they keep the knowledge imparted to them confidential.

  3. The End User undertakes that it will not and will use its best endeavours to ensure that its employees will not make copies of Usernames and Passwords and the Service Documentation save for the End User's own use.

  4. The End User agrees not to delete any copyright or trademark notice on the Service and in the Service Documentation and will ensure that no copyright notice of Hopewiser is deleted from any copy made by the User of Service Documentation.

  5. Hopewiser undertakes to keep confidential all information and data which comes into its possession relating to the business of the End User PROVIDED that this obligation shall not arise or continue in force if the information has become public knowledge or is already known to Hopewiser at the time of its disclosure.

  6. Both parties may disclose confidential information when required to do so by law or any regulatory authority.

  7. The provisions of Clause 8 (2) shall survive expiry or ending of this Agreement for any reason.

9) ACCOUNT SECURITY

  1. The End User shall regard as confidential its Username and Passwords as issued by Hopewiser. The End User must notify Hopewiser immediately if it believes that the Username and Password have been, or will possibly be, used in any unauthorised way.

  2. Hopewiser may issue a new Username and Password if the End User has notified of unauthorised use or has forgotten the Password except in instances where Hopewiser suspects the Account has been compromised due to negligent acts or omissions on the part of the End User.

  3. The End User is liable and responsible for all transactions undertaken using the Username and Password. Unauthorised use must be promptly reported to Hopewiser and the End User accepts full responsibility for all transactions, except where transactions occurred due to the wrongful acts of Hopewiser.

10) WARRANTY

  1. Hopewiser warrants that the Service will perform in the manner described in the Service Documentation.

  2. If on investigation by Hopewiser of a problem reported by the End User within such period of twelve months it be found that the Service has not failed nor requires correction Hopewiser shall be entitled to charge the End User for the time involved at its standard consulting hourly rate in force at the time of the investigation together with reasonable travel hotel and telephone expenses incurred in the investigation.

11) LICENCE PERIOD

  1. Licence periods apply to AddressServer in the Cloud Services. A licence period ("Licence Period") shall mean twelve (12) months from the Activation Date irrespective of whether the Bundle has been fully utilised.

  2. The Licence Period will be deemed to have expired when all of the Transactions assigned to the Bundle have been consumed

  3. The End User is responsible for renewing any Bundles prior to the end of the Licence Period. Hopewiser are not responsible for any interruption in the Service due to Bundles exceeding their Licence Period.

  4. All Bundles will be deemed to have expired if they have either reached the Expiry Date or all the Transactions have been used

  5. The End User will receive notifications of the status of a Bundle by email when:

    1. the number of Transactions used reaches the 90% threshold of the Bundle

    2. the number of Transactions used reaches the 95% threshold of the Bundle

    3. there are two (2) weeks to go till the Expiry Date

    4. there is one (1) week to go till the Expiry Date

  6. All email notifications will be sent to the email addresses stored against the Account, Cost Centre and permitted Username(s) where different from the email address stored on the End User Account.

12) LIABILITY OF HOPEWISER

  1. Force majeure: Hopewiser shall not be liable to the End User for any delay in, or failure of, performance of Hopewiser's obligations under this Agreement arising from any cause beyond Hopewiser’s reasonable control including any of the following: act of God, governmental act, war, terrorism, fire, flood or other natural disaster, explosion or civil commotion, failure in information technology or telecommunications services, failure of a third party (including failure of equipment, programs or services or to supply data) and industrial action.

  2. Hopewiser does not warrant that the Service or the Service Documentation are error free and except as provided in Clause 10 (1) hereof Hopewiser makes no warranty, condition, undertaking or term express or implied as to the condition, quality, performance, merchantability or fitness for purpose of the Service and shall not be liable to the End User for any consequential loss or damage howsoever arising.

  3. Hopewiser makes no warranty as to the accuracy of, completeness, quality, performance, or fitness for purpose of Third Party Data and shall not be liable to the End User for any direct or consequential loss suffered by the End User as a consequence of the use thereof by the User.

  4. "Consequential Loss" shall include loss of profit or goodwill or similar financial loss including any payment made or due to a third party or any loss or damage caused by delay in delivery to be provided under this Agreement.

  5. The liability of Hopewiser under this Agreement for loss or damage to the End User other than consequential loss shall in no circumstances whatsoever exceed the total as detailed in the relevant Service Agreement or Bureau Order.

  6. The limitations of liability referred to in this Clause shall not apply so as to restrict Hopewiser's liability for death or personal injury resulting from Hopewiser's negligence.

  7. The End User acknowledges;

    1. that the volume and nature of the information on Hopewiser or Third Party databases makes it impractical for Hopewiser to verify it;

    2. Hopewiser shall not in any circumstances be liable for any loss or damage at all arising from any inaccuracies, faults or omissions in, or in the provision of the Deliverables unless caused by Hopewiser's negligence or wilful default.

    3. Hopewiser provides Services at a price that does not reflect any benefit the End User may obtain from them, including any profit that the End User may make or the amount of any credit that the End User may give.

    4. The End User must not rely upon any Data as the only factor or source of information in making any decision. Further advice and information from appropriate experts and professionals should be obtained before making any decision.

  8. The End User agrees that Hopewiser shall not in any circumstances (including if Hopewiser has been negligent) be liable for:

    1. any indirect, consequential or special loss or damage at all; or

    2. any loss of business, data, capital, profit, reputation or goodwill, arising out of or in connection with this Agreement or its subject matter.

13) TERMINATION

  1. Hopewiser shall forthwith terminate this Agreement if:

    1. the End User commits any serious breach of this Agreement and where the breach is capable of remedy fails to remedy such breach within thirty days of written notice from Hopewiser to do so;

    2. the End User is in breach of any terms of the PAF End User Licence;

    3. the End User is in breach of any terms of the Data Supplier Licence;

    4. the End User becomes bankrupt or insolvent or is unable to pay its debts as they fall due or passes a resolution for winding-up or if a court makes an order that it shall be wound up (in either case other than for the purpose of reconstruction) or if a receiver or manager on behalf of a creditor is appointed or if the End User makes a composition or arrangement with or for the benefit of its creditors;

    5. the End User brings the Royal Mail into disrepute; or

    6. the End User discloses any information relating to the business of the Royal Mail which is specified by the Royal Mail as being confidential.

  2. The End User may forthwith terminate this Agreement if:

    1. if Hopewiser commits any serious breach of this Agreement and when the breach is capable of remedy fail to remedy such breach within thirty days of written notice from the End User to do so.

    2. if Hopewiser becomes insolvent or is unable to pay its debts as they fall due or passes a resolution for winding-up or if a court makes an order that it shall be wound up (in either case other than for the purpose of reconstruction) or if a receiver or manager on behalf of a creditor is appointed or if Hopewiser makes a composition or arrangement with or for the benefit of its creditors.

  3. This Agreement shall automatically terminate in the event that:

    1. the Agreement between the Royal Mail and Hopewiser conferring the rights on Hopewiser to supply copies of PAF to End Users is terminated; or

    2. the PAF Licence to the End User is terminated; or

    3. the Agreement between Capita Business Support Services (Ireland) Limited and Hopewiser conferring the rights on Hopewiser to supply copies of Eircode to End Users is terminated; or

    4. the Eircode EULA to the End User is terminated.

  4. Within seven days of the termination of this Agreement for whatever reason other than where Hopewiser becomes insolvent Hopewiser will suspend the Service and the End User will certify to Hopewiser that it has destroyed all Usernames Passwords and Service Documentation to the extent that it is capable of being destroyed.

14) INFRINGEMENT OF THIRD PARTY RIGHTS

Hopewiser will indemnify the End User against any claim and associated costs against the End User alleging that the End User's use of the Service infringes on intellectual property right of the Claimant. The End User shall promptly notify Hopewiser with full particulars and shall make no admission without Hopewiser's consent. The decision as to whether the claim shall be defended will be Hopewiser's alone and if Hopewiser decides either to defend or compromise it will do so at its own expense and hold the End User harmless from any judgement or other settlement of the claim. Hopewiser shall have the right to produce for the End User a right to use the Service without infringement or to replace or modify the Service to avoid infringement. If such replaced or modified Service is not suitable for the needs of the End User the End User may terminate this Agreement with immediate effect.

15) ASSIGNMENT

  1. Hopewiser may assign this Agreement or its interest in the Service and the right to receive payments under this Agreement PROVIDED THAT Hopewiser shall continue to be responsible for any continuing obligations on its part in this Agreement.

  2. The User may not assign this Agreement or any interest thereunder without Hopewiser's prior written consent which shall not be unreasonably withheld in respect of the transfer of this Licence to a subsidiary or holding company of the User or to a subsidiary of such holding company.

16) JURISDICTION

This Agreement shall be governed by and construed according to English law and the parties hereby submit to the exclusive jurisdiction of the English Courts.

17) WAIVER

Any forbearance or indulgence by Hopewiser in enforcing any term of condition of this Agreement shall not prejudice or restrict its rightful powers under this Agreement and no waiver of any breach shall operate as a waiver of any subsequent or continuing breach.

18) AMENDMENTS

No modification or amendment of this Agreement and no waiver of any provision shall be valid unless in writing signed by a duly authorised representative of each party.

19) NOTICES

All notices required to be given hereunder shall be given in writing and shall be delivered to or sent by first class pre-paid recorded delivery or registered post or by email addressed to the relevant party at the address stated on page 1 of this Agreement or some other address that the relevant party may from time to time designate and shall be deemed to be given in the case of delivery on delivery and in the case of a posting shall be deemed to have been served 48 hours after posting and in the case of email transmission on acknowledgement of receipt.

20) CLAUSE HEADING

Clause headings are inserted for convenience of reference only and shall have no effect in construing this Agreement.


 

Last Updated: 5th February 2018