This is an Agreement between Hopewiser Limited whose registered address is 2 Merlin Court, Atlantic Street, Altrincham, Cheshire, WA14 5NL, Company No. 01621544 (“Hopewiser”) and the End User (“End User”) for the provision of Services via the Hopewiser Website.

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

Definitions

Account means an account created for the End User on the Hopewiser Website with the intention of using the ServiceActivation Date means the date on which a Bundle is activated by the End User and as defined in the Service Agreement.Bundle means an agreed volume of Transactions as indicated in the Service AgreementData Supplier means a third party licensor of any database, including Vocalink and SWIFT, made available to the End User by means of a Data Supplier Licence to Hopewiser.Data Supplier Licence means any licences from Data Suppliers required for the provision of the Database to the End UserDatabase means data supplied to Hopewiser for the purpose of providing the Service.End User means the company registered with Hopewiser and defined within the Account Details of the Service on 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 www.hopewiser.com/myaccount which is accessed using a valid Username & PasswordLicence Fees means the licence fees in respect of the Service specified in the Service Agreement.Licence Period means twelve (12) months from the Activation Date.Password means the password specifically generated for the End User to verify permitted access to the Hopewiser Website and for requesting a TransactionPurchase Date means the date that the Bundle is purchased which will be indicated in the Service AgreementService means the chargeable Payment Validation service made available by Hopewiser to the End User pursuant to this AgreementService Agreement means any and all documents issued by Hopewiser headed with the reference “Invoice”Service Documentation means all documentation available on the Hopewiser Website at https://www.hopewiser.com/developer-document/developer-documentation that relates to the use of the ServiceService Level Agreement means the document currently available on the Hopewiser Website at https://www.hopewiser.com/developer-documentation/sla which details the Support and Maintenance available for the ServiceToken means an API Token that is a unique identifier that requests access to the Service.Transaction means the submission of a search against the ServiceUsername means the unique reference used for accessing the Service in conjunction with a valid Password.

1. The End User will be deemed to have accepted the Bundle upon the first Transaction being requested or payment being made whichever is the earlier. A valid Username and Password or Token are required to access one or more Bundles.
2. The Licence Fees and the basis for calculation for the Service are as set out in the Service Agreement.
3. The End User shall purchase the Service in Bundles.
4. The End User may purchase multiple Bundles within a single Licence Period.

The Service

1. The End User may only access the Service using Username and Passwords or Token associated to the Account.
2. The End User may not permit third parties to access the Service using their Username(s) and Password(s) or Token, 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. 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 5% of their total Bundle volume within a 24 hour period
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.

Data Licences

1. The data supplied by Hopewiser for use of the Service is subject to terms and conditions and licences set by the providers of that data, the “Data Suppliers”. The End User agrees to comply with all terms relating to the Data Supplier Licence(s). The following organisations apply terms regarding access to and the use of their data:
   1. VocaLink Limited (“VocaLink”) of Drake House, 3 Rivers Court, Homestead Road, Rickmansworth, WD3 1FX, UK, registered in England company number 6119048.
   2. The Society for Worldwide Interbank Financial Telecommunications SCRL (“SWIFT”), of Avenue Adele 1, 1310 La Hulpe, Belgium, registered in Belgium company number 0413.330.856 – RM Nivelles

(Copy of licence terms & conditions can be obtained directly from the Data Supplier).

1. The End User warrants that the details contained in the Account 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 Data Supplier.
2. Hopewiser will update the Database(s) used by the Service within one month of such updates being received by Hopewiser in an acceptable and readable manner.
3. Hopewiser does not warranty the accuracy of any Data Supplier Database.

Support Services

1. Self-Help: End Users should use the relevant Service Documentation and on-line help before contacting the Hopewiser Support team.
2. 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.
3. The End User agrees to comply with all terms relating to the 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.

Maintenance

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

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.

Data Protection

Both parties agree:

1. to comply with all the relevant provisions of the Data Protection Act 2018 and the General Data Protection Regulation 2016 together with any legislation which amends them and to obtain and maintain all necessary registrations required by the Acts; 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 Data Supplier data and indemnify the other party against all consequences of a breach.

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 or Token have been, or will possibly be, used in any unauthorised way.
2. Hopewiser may issue a new Username and Password or Token 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.

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.

Licence Period

1. The 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. All Bundles will be deemed to have expired if they have either reached the Expiry Date or all the Transactions have been used.
4. 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
5. All email notifications will be sent to the email addresses stored against the Account and permitted Username(s) where different from the email address stored on the End User Organisation Account.

Liability of Hopewiser

1. Hopewiser will not be liable for delay or failure in performing obligations if the delay or failure results from force majeure, fire, explosion, industrial dispute, failure of equipment, programs and services supplied to the End User by a third party or refusal of licence or other governmental act or anything beyond Hopewiser’s control.
2. Hopewiser does not warrant that the Service or the Service Documentation are error free and except as provided in Clause 11a 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 the Database(s) 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 any payment made or due to a third party or any loss or damage caused by delay in delivery of any Program 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 of the respective Bundle Licence Fee.
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.

Termination

1. Hopewiser shall forthwith terminate the Service 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 Data Supplier Licence.
2. The End User may forthwith terminate this Agreement 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.
3. This Agreement shall automatically terminate in the event that the Agreement between the Data Suppliers and Hopewiser conferring the rights on Hopewiser to supply copies of the Database to End Users 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.

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.

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.

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.

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.

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.

Notices

All notices required to be given hereunder shall be given in writing by email to the relevant party or by letter which shall be sent by first class pre-paid recorded delivery or registered post (air mail if overseas) 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.