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Terms and Conditions

These terms, together with the more specific terms, which we agree with you in writing relating to each transaction between us, provide the complete and exclusive terms and conditions of each contract we make with you.

No other statements (verbal or written) are part of the agreement, unless we have expressly agreed otherwise with you in writing. We will not accept any responsibility for any representation made to you before entering into any contract with you unless it is set out in the specific terms relating to that contract.

(Please note: for ease of reference, each contract we make with you is referred to throughout these Terms and Conditions as 'the contract')

1. Confidentiality
 Our business relationship together is based on mutual confidentiality.

We both agree to keep all information about the other's business affairs entirely confidential. This includes all expertise, trade secrets, methods of operation, and know-how. It also covers knowledge that either of us gained during the discussions/negotiations that took place before we entered into the contract.

There are just three exceptions:

  1. knowledge about the other that is commonplace or obvious;
  2. general marketing or advertising intelligence that we acquire as a result of working with you;
  3. knowledge that either of us had before we started the discussions/negotiations which lead to the contract or that is in 'the public domain', other than as a result of a breach of confidentiality, either of this contract or of a contract with a third party.
We both agree to take all due care and to do everything possible to ensure that our employees, agents and subcontractors adhere to this obligation of confidentiality.

2. Our employees
 We both agree not to approach any of each other's staff with an offer of employment, either during the course of the contract or for at least one year after termination.

The only exceptions to this are:

  1. any person who has taken no part in the discussions/negotiations leading to the contract or in its operation or
  2. if we both agree in advance in writing

If either of us breaches this agreement, the offending party will pay the other a sum equal to six month's salary of the employee concerned (this being the anticipated cost to the other of the loss).

3. Data protection
 We both agree to comply with all the relevant provisions of the Data Protection Act 1998 together with any legislation which amends it (and to ensure that our employees, agents, and sub-contractors do likewise) and to obtain and maintain all necessary registrations required by the Act.

We also both agree 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.

You agree to ensure that all requirements of these rules and standards are met in respect of lists which you supply and you agree to indemnify us against all consequences of a breach by you of this provision.

4. Copyright and intellectual property rights
 We will hold the copyright and other intellectual property rights on all work and software that we do for you including the software specifically written for you.

5. Other rights
 All materials that we use (or produce) to do the job for you remain our property at all times. We are therefore free to use, efface or dispose of them as we wish unless you request otherwise and we make special arrangements with you in writing.

If such arrangements are made, we reserve the right to charge you for storage.

6. Payment
 When the quoted price is below £500, non-account holders must submit the full amount with the signed Job Acceptance form.

If payment is not received within 30 days, we reserve the right to suspend (or cancel) all our contracts with you immediately, and/or charge you interest at base rate + 4%, from time to time, both after as well as before any judgement. The interest will be compounded every six months.

We will send you an up-to-date invoice for a reasonable proportion of the full contract price based upon the value of the work already done if you ask us to suspend or delay a job.

7. Price
 There are some circumstances where you may be charged a higher price than was quoted. These are:

  1. if a third party price rise before delivery means that we incur higher costs ourselves;
  2. if any delay on your part leads to increased costs;
  3. if you make any changes to the specification on which our quotation was based which results in higher costs;
  4. if we have to handle or store any materials which you supply;
  5. if there are any changes in the law which result in extra costs to work that we have already started

Our quoted prices do not include VAT (or any other sales related tax) or delivery, which will be added at the appropriate rate. If we do not initially charge VAT and it subsequently transpires that VAT was due then you will be liable for tax.

8. Performance
 All times and dates given for the performance of services are approximate, unless one of our Board Directors signs an assurance in writing to say otherwise.

9. Liability
 We will be responsible for: any delay or omission in delivery, any error in the work we produce (including that produced by our sub-contractors), or interruptions in the services we supply, provided that, the delay, omission, error or interruption is the direct result of default or neglect on our part (or that of our sub-contractors). We limit our total liability for any one claim (or the total of all claims from one incident) to £50,000 or the fee you have paid (or would have paid), whichever is the lesser.

You will be responsible for any instruction, or material, which you (or a third party acting on your behalf) supply to us or approve, and for the products or performance of any third party suppliers, which you specify.

We exclude all liability on us for representations warranties and conditions save as set out above or as expressly agreed in writing either in this contract or in a letter signed by one of our Board Directors.

We do not accept responsibility for indirect or consequential loss arising from our default or negligence (or that of our sub-contractors).

Notwithstanding the above provision of this clause nothing in the contract relieves us from our liability for death or personal injury resulting from our negligence.

10. Third party contracts
 We act in all our dealings with third parties as a principal for legal purposes. If we contract with third parties on your behalf, your rights and duties to us will be the same as our rights and duties under those contracts.

11. Force Majeure
 Neither party is liable to the other for failure to perform the obligations described in the contract if the failure is due to unforeseen circumstances, which are beyond its reasonable control.

Some examples of unforeseen circumstances (but not a complete list) are: war, riot, explosion, abnormal weather, an act of God, fire, flood, strikes, lock-outs, government action or regulation (UK or otherwise), delays by suppliers, accidents, shortages of materials, labour or manufacturing facilities, or the failure of the other party to the contract to provide information, materials or facilities.

12. Ending the Contract
 Either of us can terminate the contract at once, in writing, if the other breaches any of its terms and fails to remedy the breach within 14 days of receiving notification in writing specifying the breach.

Either of us can also end the contract immediately, by giving notice in writing, if the other:

  1. convenes a meeting of its creditors; or
  2. becomes insolvent; or
  3. is unable to pay its debts; or
  4. has an administrative receiver (or receiver, or administrator) appointed over its assets or business; or
  5. is the subject of a petition presented to put it into liquidation.

Termination of the contract will have no effect on any rights of either of us which arose on or before termination.
At the end of the contract, we will each, if requested by the other, return (or destroy) all copies, forms and any other documentation which the other has provided during the course of the contract. We must do this within seven days of receiving a written request from the other and confirm that it has been done, in writing.

13. Waiver
 Any delay, neglect or forbearance in enforcing any term or condition in the contract will not be deemed a waiver of contractual rights, nor will it have any prejudicial effect on the party entitled to enforce that term or condition.

14. Entire Agreement
 This agreement constitutes the entire agreement between the parties and supersedes all oral and written agreements, representations, understandings, or arrangements relating to its subject matter. You agree that we will not be liable in respect of any warranty or misrepresentation and you waive any rights you may have to rescind this Agreement by virtue of any misrepresentation, unless in either case we made it fraudulently.

15. Notices
 Any notices to be given by either of us under the contract should be delivered, or sent by fax, or by first class post to the address of the other set out in the contract. (Or another address, if pre-agreed).

A notice will be deemed to have been served:

  1. at the time of delivery (if delivered);
  2. after 12 hours (if sent by fax);
  3. after 48 hours (if posted).

16. Law
 This contract is governed by English Law and we both agree to submit to the non-exclusive jurisdiction of the English Courts.

17. Assignment
Neither of us shall assign or transfer any of our respective rights or obligations under the contract without obtaining consent from the other, in advance, in writing.

The following additional terms and conditions will apply to the contract if and when we supply goods or materials. (Please note: The term 'goods' includes computer hardware or software of any sort and also includes printed materials.)

18. Delivery
 If you collect the goods, delivery is deemed to have taken place when we confirm to you that the goods are ready for collection.

If the goods are being posted, delivery is deemed to have taken place as soon as the goods are handed over to the postal authority and we will accept no liability for any act or default of the Royal Mail or its servants or agents.

If we are unable to fulfil our contractual obligations because you have not given approval to proceed, or because you have not provided the necessary instructions or materials, etc., we may suspend or cancel this contract without accepting any liability.

If we need to hold goods for you because you delay taking delivery you may be liable to pay the storage and insurance costs. We will take all reasonable steps to safeguard the goods and prevent their deterioration while they are in store. But in these circumstances we do not accept any liability for their condition on final delivery, and no rejection on the basis of poor condition will be accepted.

All times and dates given for the delivery of goods are approximate unless one of our Board Directors signs an assurance in writing to say otherwise.


19. Title and risk
 As soon as the goods are delivered, you take on the risk of loss or damage of any sort.

The goods remain ours, however, until we have received payment in full. In view of this we reserve the right to repossess the goods and you agree to allow us to enter your premises to do this if necessary.

Until you have settled the invoice in full, you must also store the goods separately from any of your own - or anyone else's - and ensure that they remain in good condition. They must also be clearly identified as belonging to us.

If any debts remain unpaid, we will have a lien on any goods or property of yours which we have in our possession. We also have the right to dispose of them (after giving you 14 days' notice) in order to use the proceeds to settle our invoice.

20. Other matters
We will try to deliver the correct quantity ordered but when processing has difficulty of producing exact quantities our charges will be adjusted accordingly.

We will try to avoid spoilage when you supply but you must nevertheless make adequate allowance for this.

We will also try to avoid any typing or keypunch errors but we are not able to provide a guarantee of total accuracy.

21. Damage or loss in transit
 It is your duty to inspect goods on delivery (or collection). If you discover any defects when you do so, you should let us know in writing within 21 days, otherwise we will not accept liability. The only exception to this is if the defect could not by its nature, be expected to be discovered sooner.

If you have any cause for complaint, you must not use the goods or make any modifications to them at all until we have examined them for ourselves otherwise you must pay our charges in full.

If it is established that the goods are defective or deficient, and it is our fault, we will do everything we reasonably can to put the matter right provided you adhere to the above conditions. However, our liability in law will be limited to replacing or repairing the goods (as far as is reasonably practical) free of charge, subject to the overall limit specified in clause 9.

22. Warranty of Magnetic Media
 Hopewiser warrants that the magnetic media which contains program(s) or data-files is free of defects in materials and workmanship under normal use for ninety days after purchase. During the ninety day period the Customer may return the defective magnetic media and we will replace the magnetic media without charge to the Customer. The Customer's sole and exclusive remedy in the event of a defect is expressly limited to replacement of the magnetic media as provided above and any implied warranties of merchantability and fitness for a particular purpose are limited in duration to the period of ninety days from the original date supplied. If the failure of any magnetic media has resulted from accident, abuse or misapplication of the magnetic media then Hopewiser shall have no responsibility to replace the magnetic media under the terms of this warranty.