Terms & Conditions

Important: These Terms & Conditions govern all engagements with Hypership Ltd unless expressly superseded by a written agreement signed by both parties. By engaging our services, you agree to be bound by these terms.

1. Definitions

In these Terms & Conditions:

• "Hypership", "we", "us", or "our" means Hypership Ltd, a company registered in Northern Ireland.
• "Client" or "you" means the person or organisation engaging our services.
• "Services" means software development, consultancy, design, engineering, and related services we provide.
• "Deliverables" means specific work products created for the Client as part of the Services.
• "Background IP" means intellectual property, knowledge, methodologies, tools, and materials that existed before the engagement or are developed independently of it.
• "Foreground IP" means intellectual property specifically created for the Client as part of the Deliverables.
• "Fees" means the charges for our Services as agreed in writing.

2. Engagement & Scope of Services

2.1 Nature of Services

Services may be provided on either a time and materials basis or fixed price basis, as confirmed in writing for each engagement. Any descriptions of services, project scopes, or deliverables are indicative only and do not constitute a commitment to deliver a fixed scope, value, or specific outcome unless explicitly agreed in a signed agreement.

2.2 Service Models

• Time & Materials: Services are charged based on actual time spent at agreed day rates. Scope may evolve based on Client needs and priorities.
• Fixed Price: Services are provided for a fixed fee based on a defined scope of work documented in a separate statement of work or proposal.

2.3 Changes to Scope

Any changes to the agreed scope of Services must be requested in writing by the Client. We will provide a written estimate of the impact on time, cost, and delivery. Changes will only proceed upon written approval from both parties.

3. Fees & Payment

3.1 Fees

For time and materials engagements, Fees are charged at agreed day rates. For fixed price engagements, Fees are as specified in the statement of work. All Fees are exclusive of VAT unless otherwise stated.

3.2 Invoicing

Invoices are issued monthly in arrears based on actual services delivered (for time and materials) or according to the payment schedule (for fixed price). Invoices are payable within 30 days of the invoice date.

3.3 Payment Independence

Payment obligations are not contingent on the Client securing, receiving, or timing of any funding, grant, investment, internal budget approval, or any other third-party financing. The Client remains liable for all Fees for Services delivered regardless of the Client's financial circumstances.

3.4 Late Payment

We reserve the right to charge statutory interest and reasonable recovery costs on overdue invoices in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. We may also suspend Services if payment is more than 30 days overdue until all outstanding amounts are paid.

3.5 Disputed Invoices

If you dispute any invoice, you must notify us in writing within 7 days of receipt, specifying the disputed amount and reasons. Undisputed portions remain payable within the original payment terms.

4. Intellectual Property Rights

4.1 Background IP

We retain all rights, title, and interest in our Background IP, including but not limited to:

• General knowledge, skills, experience, ideas, concepts, and methods
• Pre-existing intellectual property, tools, frameworks, libraries, and code
• Templates, architectures, patterns, and methodologies
• Non-confidential materials developed or used in providing the Services
• Any materials, components, or code not specifically created for the Client

We reserve the right to reuse, modify, and incorporate our Background IP in services for other clients and in our own products and services.

4.2 Foreground IP

Subject to full payment of all outstanding invoices, all intellectual property rights in the Foreground IP (specific Deliverables created for the Client in the course of providing the Services) shall vest in the Client upon such payment, unless otherwise agreed in writing.

4.3 License to Background IP

Where our Background IP is incorporated into Deliverables, we grant the Client a perpetual, worldwide, non-exclusive, royalty-free license to use such Background IP solely as part of the Deliverables and for the Client's internal business purposes.

4.4 Third-Party IP

Services may incorporate third-party software, libraries, or materials licensed under open source or commercial licenses. The Client is responsible for compliance with such licenses. We make no warranty regarding third-party IP.

5. Warranties & Representations

We are committed to delivering high-quality software and maintaining strong client relationships. We follow industry best practices, conduct thorough testing, and stand behind our work. The warranty provisions below define our legal obligations while protecting both parties from unreasonable liability in the context of software development's inherent complexity.

5.1 Our Warranties

We warrant that Services will be performed with reasonable skill and care in accordance with generally accepted industry standards. This is our sole warranty regarding the Services.

For fixed price engagements, we will correct any defects in the Deliverables that prevent the software from substantially conforming to the agreed specification, when reported within 90 days of delivery and caused by our failure to exercise reasonable skill and care. This does not extend to defects caused by Client modifications, third-party software, or changes in the operating environment.

5.2 Exclusions

Unless set out in these Terms, all conditions, warranties, terms, undertakings and representations of any kind whatsoever, express or implied, whether by statute, common law or otherwise in respect of the Services are excluded by the parties to the fullest extent permitted by law.

5.3 Client Dependencies

We are not liable for delays, failures, or defects caused by the Client's failure to provide timely access, information, feedback, decisions, approvals, or other cooperation reasonably required for the Services.

6. Liability & Indemnities

6.1 Liability Cap

Our total aggregate liability arising out of or in connection with the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total Fees paid by the Client to us in the 12 months preceding the event giving rise to the claim.

6.2 Exclusion of Consequential Loss

To the greatest extent permissible by law, in no event shall either party be liable to the other for loss or losses of profits (actual or anticipated), loss of revenue, loss of business, loss or damage to goodwill, loss of savings (whether anticipated or otherwise) or any indirect, special or consequential loss or damage.

6.3 Exceptions

Neither party excludes or limits its liability for death or personal injury, bribery or fraud by it or its employees, or liabilities which cannot be excluded or limited by law.

6.4 Third-Party Software

Hypership is not responsible for delivering any additional benefits or services which is not provided for under any third party software contract, liable for any act, omission or breach of contract by any third party software vendor, responsible for the provision of any services to be provided by the third party software vendor or the customer, providing services which are reliant on third party software where there is not associated third party software contract in place.

6.5 Client Indemnity

The Client shall indemnify and hold us harmless from any claims, losses, damages, or expenses (including reasonable legal fees) arising from: (a) third-party claims that Client-provided materials, content, or specifications infringe third-party intellectual property rights; (b) the Client's use of Deliverables outside the scope of these terms; or (c) the Client's breach of these Terms & Conditions.

7. Confidentiality

Both parties will keep confidential any non-public information shared during the engagement, except where information is already public, independently developed, or disclosure is required by law. Confidential information may be shared with employees, contractors, or advisors who need to know it. This obligation survives termination for 3 years.

8. Data Protection

The Parties will comply with their respective obligations under the applicable data protection legislation when carrying out the Services.

9. Termination

9.1 Termination Rights

Either party may terminate on 30 days' written notice. Either party may terminate immediately if the other party commits a material breach (including non-payment over 30 days) and fails to remedy it within 14 days, becomes insolvent, or ceases business.

9.2 Effects of Termination

Upon termination: (a) all Fees for delivered Services remain payable; (b) we deliver work-in-progress as-is upon payment of outstanding Fees; (c) confidential information is returned or destroyed; (d) clauses relating to payment, intellectual property, confidentiality, liability, and dispute resolution survive.

10. General Provisions

10.1 Entire Agreement

These Terms, together with any statement of work or proposal, constitute the entire agreement and supersede all prior discussions.

10.2 Assignment & Subcontractors

Neither party may assign rights without prior written consent, except we may assign to affiliates. We may use subcontractors at our discretion and remain responsible for their work.

10.3 Notices

All notices shall be in writing and sent by email or registered mail.

10.4 Dispute Resolution

In the event of any dispute, the parties shall first attempt good faith negotiation, then mediation, before referring to the courts.

10.5 Governing Law & Jurisdiction

These Terms & Conditions shall be governed by the laws of Northern Ireland and subject to the exclusive jurisdiction of the courts of Northern Ireland.

11. Contact Information

If you have any questions about these Terms & Conditions, please contact us at:

Hypership Ltd
Email: human@hypership.tech