Silverfin - terms of use
Last updated: 1 February 2025
These Silverfin Terms of Use (“Terms of Use”) describe the terms and conditions pursuant to which the Service and all related services provided by Silverfin NV, a limited liability company with registered office at Gaston Crommenlaan 12, 9050 Gent, registered with the Crossroads Database for Enterprises under number 0524.802.662 (“Silverfin”) are provided to Customer. Hereinafter the parties may individually be referred to as a “Party” or jointly as the “Parties”.
1. Applicability
1.1 The use of the Service and other services rendered by Silverfin shall be governed by the Agreement. The general terms and conditions of the Customer are not applicable and are explicitly excluded, even if such general terms and conditions of the Customer would contain a similar clause or section.
1.2 Prior to registration or login to the Silverfin Platform, the Customer has been informed of these Terms of Use. Unless otherwise explicitly agreed upon in writing, The Customer shall accept these Terms of Use prior to the first commissioning of the Silverfin Platform.
2. Definitions
2.1. Terms with a capital shall have the meaning as indicated below, unless expressly specified otherwise in these Terms of Use.
| Additional Orders: | the order for additional Services following a Silverfin Proposal, accepted and signed by the Customer; |
| Agreement: | these Terms of Use, together with the Silverfin Proposal, Additional Orders and all documents to which reference is made in these Terms of Use; |
| Authorised Users: | the users which are Authorised to use the Service by means of an account created by Silverfin or the Customer; |
| Business Day: | a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business. |
| Business Hours: | between 8.00 am and 5.00 pm local UK time, each Business Day. |
| Client file: | the client file of each End Customer of the Customer; |
| Confidential Information: | non-public information, technical data or know-how of a Party and/or its affiliates, which is furnished to the other Party in written or tangible form in connection with this Agreement, including all data provided by End Customers. Oral disclosure will also be deemed Confidential Information if it can be reasonably assumed to be of a confidential nature or if its confidentiality is confirmed at the time of disclosure; |
| Content: | Silverfin Content or, insofar applicable, Third Party Content for which (in case not included in the Silverfin Proposal) an Additional Order is concluded (e.g. additional templates or products which support certain themes); |
| Customer: | the party with whom Silverfin has concluded the Agreement; |
| Customer Data: | data or material provided to or submitted to Silverfin by or specifically on behalf of the Customer during the use of the Service; |
| Data Protection Legislation: | the General Data Protection Regulation (EU) 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 (“UK GDPR”); the Data Protection Act 2018; and, all other laws and regulations in any relevant jurisdiction concerning the use, processing, and/or protection of data and privacy which is applicable to the processing of personal data in the context of the Agreement. |
| Effective Date: | the date of commencement as specified in the Silverfin Proposal or in the Additional Orders; |
| End Customer: | the end customers of the Customer and their affiliates, advisors, representatives, officers, directors, employees, agents and consultants which may be serviced or processed through the Service by the Customer; |
| Service: | the online service of Silverfin including the integrations, features and modules, as set forth in the Silverfin Proposal and Additional Orders; |
| Silverfin Content: | templates, tools, workflows, features, materials, other content information and data provided via the Service; |
| Silverfin Platform: | the Silverfin platform as described and represented via www.silverfin.com; |
| Silverfin Proposal: | the initial offer accepted and signed by the Customer; |
| Term: | the duration of the Agreement as set forth in Section 11; |
| Third Party Content: | templates, tools, workflows, features and other content material which are developed, and possibly maintained, by a third party and which are provided to the Customer via the Service; |
| Third Party Services: | integrations provided by the Service with, or other functionalities the Service comprises which give the Customer access to, services or software of third parties (e.g. services of third parties with whom Silverfin sets up a synchronization); |
| Uptime: | the time the Service is operational and available to communicate with the internet on the server location of Silverfin; |
| Virus: | a virus, cancelbot, worm, logic bomb, Trojan horse or other harmful component of software or data; |
| Website: | the Silverfin website, namely: https://www.silverfin.com. |
3. License
3.1 Customer license. Subject to the terms and conditions of this Agreement, Silverfin grants to Customer a renewable, personal, non-exclusive, non-transferable license (without the right to sub-license) to the Service. During the Term, Customer gets access to the Service for Customer’s business purposes as of the Effective Date.
3.2 Authorised Users license. In accordance with the conditions set forth in this Agreement, Silverfin grants to the End Customers’ Authorised Users a limited, personal, non-exclusive, non-transferable, (without the right to sub-license), for the Term to have restricted access to the Service.
3.3 Updates and changes. Silverfin reserves the right to make, in its sole discretion, from time to time, without prior notification to the Customer, standard (i.e. to all Silverfin customers accessible) changes and updates to the functionality and/or documentation of the Service, provided they do not nullify or otherwise disregard the features and conditions of the Agreement.
3.4 Excluded usage. Customer shall not have the right to:
3.6 Service reduction. Customer has the possibility to (i) reduce the volume of its System Modules license or its Client File Modules license or (ii) terminate one or more Client File Modules license (hereafter jointly referred to as “Service reduction(s)”). Such Service reduction must be notified via email to the Customer’s Account Manager or Customer Success Manager at the latest thirty (30) days before:
3.7 Integrity and confidentiality. In relation to the Authorised Users, the Customer undertakes that: (i) it will not allow or suffer any user accounts to be used by more than one individual Authorised User, (ii) that each Authorised User shall keep a secure password for his use of the Service and (iii) that each Authorised User shall keep his password confidential. The Customer is responsible for all acts by its Authorized Users in breach of this Agreement.
3.8 API Access. Annex 1 of the Terms of Use sets out the terms and conditions pursuant to which Customer can use the APIs (as defined therein) provided by Silverfin.
- use the Service in whole or in part for any other purpose, other than for the purposes provided for in this Agreement;
- decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the Service by any means whatsoever, or disclose any of the foregoing, or
- use the Service in any way that is unlawful, illegal, fraudulent or harmful.
3.6 Service reduction. Customer has the possibility to (i) reduce the volume of its System Modules license or its Client File Modules license or (ii) terminate one or more Client File Modules license (hereafter jointly referred to as “Service reduction(s)”). Such Service reduction must be notified via email to the Customer’s Account Manager or Customer Success Manager at the latest thirty (30) days before:
- the Renewal Term of the System Modules license for a reduction of the System Modules license; or
- the annual renewal of the Client File Modules license for (i) the reduction of the volume or (ii) termination of the Client File Modules license.
3.7 Integrity and confidentiality. In relation to the Authorised Users, the Customer undertakes that: (i) it will not allow or suffer any user accounts to be used by more than one individual Authorised User, (ii) that each Authorised User shall keep a secure password for his use of the Service and (iii) that each Authorised User shall keep his password confidential. The Customer is responsible for all acts by its Authorized Users in breach of this Agreement.
3.8 API Access. Annex 1 of the Terms of Use sets out the terms and conditions pursuant to which Customer can use the APIs (as defined therein) provided by Silverfin.
4. Fees & payment terms
4.1. Fees. Customer agrees to pay the fees as set forth in the pricing schedule in the Silverfin Proposal and Additional Orders. (“Fees”).
4.2 Payment terms.
4.2.1 Payments. All payment obligations are non-cancellable and all amounts paid are non-refundable. All invoices for any charges under this Agreement are due and payable within 30 (thirty) days of the invoice date.
4.2.2 Taxes. Amounts due are exclusive of all applicable taxes, levies, or duties, and the Customer will be solely responsible for payment of all such amounts.
4.2.3 Currency and bank account. All amounts should be paid in pounds sterling. The payment should be done on the bank account as communicated by Silverfin on the invoice.
4.2.4 Dispute. If the Customer is of the opinion that Silverfin has incorrectly invoiced, then the Customer shall inform Silverfin of this in writing within fifteen (15) days following the invoice date, specifying the supposed error.
4.2.5 No transfer or set off. Invoices may not be transferred or set off without Silverfin’s prior written consent.
4.3 Overdue payment.
4.3.1 Interest. Interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgement.
4.3.2 Service suspension. Silverfin may also suspend access to the Service if the Customer fails to pay any amount due to Silverfin under the Agreement within ten (10) days of the date of Silverfin’s prior written notice of default.
4.3.3 Termination. The above is without prejudice to Silverfin’s right to terminate the Agreement in accordance with <strong”>Section 12 of these Terms of Use.
4.4 Adaptation.
Silverfin shall be entitled to adapt the Fees, at the start of each Renewal Period upon ninety (90) days’ prior notice to the Customer and the pricing schedule in the Silverfin Proposal and Additional Orders shall be deemed to have been amended accordingly.
5. Intellectual property rights
5.1 Scope. Silverfin and its suppliers retain all intellectual property rights, title and interests in and to the Service and the Content. All rights in and to the Service and Content not expressly granted to Customer in the Agreement are reserved to Silverfin. No license is granted to the Customer other than to use the Service or the Content expressly stated in the Agreement. The Silverfin name and logo, and the product names associated with the Service or the Content are trademarks of Silverfin or third parties and may not be used without Silverfin’s prior written consent.
5.2 Indemnification. Silverfin will defend, indemnify and hold harmless Customer (and its officers, directors, employees and agents) from and against all costs, liabilities, losses and expenses arising out of any valid and substantiated claim, suit, action or proceeding by any third party if resulting from an infringement of European intellectual property rights by the Silverfin Service or Content (other than as a result of Customer Data). In the event of such a claim, Silverfin may, in its sole discretion, (i) acquire a license free of charge protecting Customer from such claim, or (ii) replace the Service with a non-infringing Service, or (iii) where deemed If these remedies become unfeasible, Silverfin may terminate the Service and the Agreement without fault, provided that in the event of such termination, the license fees Customer has paid for Services not yet provided at the date of termination will be refunded pro rata. This section determines the Customer’s sole and exclusive remedies for such infringements or alleged infringements to that effect.
5.2 Indemnification. Silverfin will defend, indemnify and hold harmless Customer (and its officers, directors, employees and agents) from and against all costs, liabilities, losses and expenses arising out of any valid and substantiated claim, suit, action or proceeding by any third party if resulting from an infringement of European intellectual property rights by the Silverfin Service or Content (other than as a result of Customer Data). In the event of such a claim, Silverfin may, in its sole discretion, (i) acquire a license free of charge protecting Customer from such claim, or (ii) replace the Service with a non-infringing Service, or (iii) where deemed If these remedies become unfeasible, Silverfin may terminate the Service and the Agreement without fault, provided that in the event of such termination, the license fees Customer has paid for Services not yet provided at the date of termination will be refunded pro rata. This section determines the Customer’s sole and exclusive remedies for such infringements or alleged infringements to that effect.
6. Customer data
6.1. License. Subject to the terms of the Agreement, Customer grants Silverfin a non-exclusive license to use, copy, store, transmit and display Customer Data to the extent necessary to provide the Service and to maintain it. However, all Customer Data provided by the Customer to Silverfin remains the exclusive property of the Customer or the End Customer.
6.2. Permitted use. Silverfin will not use the Customer Data for any purpose other than to provide Customer with the Service and to report user statistics.
6.3. Customer responsibility. Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, suitability and copyright permissions of all Customer Data. The Customer will also guarantee its legality, which means that it will respect all laws that apply to the Customer Data, the use of the Service, including, but not limited to: Data Protection Legislation.
6.4. Indemnification. Customer agrees to defend, indemnify and hold harmless Silverfin (and its officers, directors, employees and agents) from and against any and all claims, actions or demands of third parties and End Customers (including, but not limited to: costs, damages and reasonable legal and accounting costs) arising from Customer Data that infringes the rights of third parties (including the violation of intellectual property rights).
6.2. Permitted use. Silverfin will not use the Customer Data for any purpose other than to provide Customer with the Service and to report user statistics.
6.3. Customer responsibility. Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, suitability and copyright permissions of all Customer Data. The Customer will also guarantee its legality, which means that it will respect all laws that apply to the Customer Data, the use of the Service, including, but not limited to: Data Protection Legislation.
6.4. Indemnification. Customer agrees to defend, indemnify and hold harmless Silverfin (and its officers, directors, employees and agents) from and against any and all claims, actions or demands of third parties and End Customers (including, but not limited to: costs, damages and reasonable legal and accounting costs) arising from Customer Data that infringes the rights of third parties (including the violation of intellectual property rights).
7. Data protection
7.1. Terms. The terms “personal data”, “processing”, “(sub)processor” and “controller” have the meaning as assigned in the Data Protection Legislation.
7.2 Silverfin as data controller.
7.2.1 Scope. Silverfin is the data controller for the collection, storage and any other processing by Silverfin of personal data of the Customer and/or their staff members, of prospects and/or their staff members.
7.2.2 Privacy policy. This processing is done in accordance with the “Silverfin Privacy Policy” which is an integral part of the Agreement. The Silverfin Privacy Policy is available on the Website at www.silverfin.com/privacy. By signing the Agreement, the Customer declares to have read and agree to the terms of the Silverfin Privacy Policy.
7.3 Silverfin as data processor.
7.3.1 Scope. If Silverfin processes personal data on behalf of the Customer in the performance of its obligations under the Agreement, the Parties expressly agree that the Customer will be considered the data controller (or the data processor if the End Customer is considered the data controller) for the processing and Silverfin as the data processor (or the data sub-processor if the Customer is considered the data processor).
7.3.2 Other provisions. Considering the above, the following applies in any case:
- the Customer acknowledges and agrees that the personal data may be transferred or stored in all countries of the European Economic Area, for the purpose of fulfilling Silverfin’s obligations under the Agreement;
- the Customer shall ensure that it has the right to transfer the relevant personal data to Silverfin so that Silverfin can legally use, store, transfer or otherwise process it on behalf of the Customer in accordance with the Agreement;
- the Customer must ensure that the relevant data subjects are notified and have signed the relevant legal mechanisms for the use, processing, storage and transfer, in accordance with Data Protection Legislation;
- Silverfin will process the personal data in accordance with the terms of the Agreement, the Silverfin Data Processor Addendum (as defined below) and in accordance with any lawful instructions the Customer may reasonably give from time to time;
- the Customer acknowledges and agrees that the Customer Data will be shared with the employees, representatives, officers, directors, agents, advisors, affiliates and consultants of Silverfin who need the data to perform the Agreement and who are bound by a duty of confidentiality which does not allow publication;
- Silverfin will make reasonable efforts to comply with any reasonable request from the Customer to cooperate, provide assistance and provide information for the purpose of enabling the Customer to fulfill its obligations under Data protection laws and such compliance to show;
- Silverfin and the Customer take all appropriate technical and organizational measures against unAuthorised or unlawful processing of personal data or accidental loss, destruction or damage.
7.3.3 Silverfin Data Processor Addendum. Unless agreed otherwise, any processing of personal data will be subject to the “Silverfin Data Processor Addendum” incorporated into the Agreement by reference. The Silverfin Data Processor Addendum is available at www.silverfin.com/data-processing-addendum. By signing the Agreement, the Customer declares to have taken note of and to agree with the provisions of the Silverfin Data Processor Addendum. In the event that the Silverfin Data Processor Addendum deviates from the provisions of this Section 7 of the Agreement, the provisions of the former shall prevail.
8. Service level warranty
8.1 Service Level Warranty. During the Term, Silverfin shall ensure an Uptime of ninety-nine percent (99%). In the event Silverfin fails to meet this Uptime, the Customer shall notify Silverfin of such failure within thirty (30) calendar days in writing by sending an email to info@getsilverfin.com mentioning (i) the Customer’s name (ii) and the period of downtime of the Service.
8.2 Sole remedy. Customer’s sole and exclusive remedy for such failure is to extend the Term by one (1) week.
8.3 Exclusions. The service commitment shall not apply to the extent that the failure to achieve the Uptime is due to (i) circumstances caused by factors outside of Silverfin’s reasonable control, including any force majeure or internet access or related problems beyond the demarcation point of Silverfin, (ii) any actions or inactions of the Customer, (iii) the Customer’s equipment, software or other technology and/or third party equipment, software or other technology.
8.4 Support level. The response time for questions and issues is two (2) business days. Problems relating to the day-to-day use of the Service will be resolved by Silverfin in a timely manner. Silverfin will provide the Customer with support services via email and chat. Critical issues due to hardware and/or network issues are resolved in a timely manner with a response time of twelve (12) hours, taking into account office hours. In case data is lost, there is a full data recovery within thirty-six (36) hours.
8.2 Sole remedy. Customer’s sole and exclusive remedy for such failure is to extend the Term by one (1) week.
8.3 Exclusions. The service commitment shall not apply to the extent that the failure to achieve the Uptime is due to (i) circumstances caused by factors outside of Silverfin’s reasonable control, including any force majeure or internet access or related problems beyond the demarcation point of Silverfin, (ii) any actions or inactions of the Customer, (iii) the Customer’s equipment, software or other technology and/or third party equipment, software or other technology.
8.4 Support level. The response time for questions and issues is two (2) business days. Problems relating to the day-to-day use of the Service will be resolved by Silverfin in a timely manner. Silverfin will provide the Customer with support services via email and chat. Critical issues due to hardware and/or network issues are resolved in a timely manner with a response time of twelve (12) hours, taking into account office hours. In case data is lost, there is a full data recovery within thirty-six (36) hours.
9. Disclaimers & liabilities
9.1 No Virus. To the best of Silverfin’s knowledge, the Silverfin Service and/or Content upon delivery to Customer does not contain a Virus and Silverfin will not knowingly program into the Service and/or Silverfin Content Viruses or other routine software designed for unAuthorised access to the Customer’s computer systems or to place software, hardware, data or back door, time bomb, software lockout key or equipment, drop dead equipment, or other routine software designed to automatically shut down or over time or control the computer of persons, disable, delete or otherwise damage it. Provided that Silverfin performs the necessary checks and scans to guarantee this statement.
9.2. Service
9.2.1 No guarantees. Unless expressly provided otherwise in the Agreement, Customer accepts the Service “as is” without warranty of any kind, express or implied, including but not limited to warranties with respect to:
- the use or performance of the Service, including, but not limited to: implied warranties of merchantability or fitness for a particular purpose;
- the compatibility of the Service with applications, programs or platforms not specifically identified as compatible with the Service.
9.2.2 Damage types. To the maximum extent permitted by applicable law, the parties shall not be liable to each other for any special, indirect, incidental or consequential damages of any kind, including, but not limited to: damages or expenses resulting from loss of profit, loss of data, loss of turnover, loss of goodwill, business loss, purchase of replacement services, or physical or material damage arising out of or in connection with the Agreement (including, but not limited to: incorrect calculations, or the (mis)use of or inability to use the Service) regardless of the legal claim or theory of liability, whether based in tort, contract or otherwise.
9.2.3 Limitation of liability. Notwithstanding the foregoing, in the event that a Party is held liable, its aggregate liability arising out of or in connection with the Agreement shall be the Fees paid by the Customer under the Agreement during the twelve (12) months prior to the event giving rise to a Party’s liability.
Nothing in this Agreement excludes the liability of the Customer for any breach, infringement or misappropriation of Silverfin’s intellectual property rights.
9.3 Silverfin Content. All Silverfin Content is made available to the Customer and End Customer on an “as is” basis with no additional warranties. The provisions of Section 9.2 therefore apply without prejudice to Silverfin Content.
9.4 Third Party Services. Third Party Services, whether or not offered through the Silverfin Platform, are provided by third parties and Silverfin is therefore not liable for these Third Party Services, which may be subject to specific terms of use, End User License Agreements (EULAs), and/or privacy statements to be concluded directly by the Customer with this third party. Silverfin gives no warranty on Third Party Services.
9.5 Third Party Content. Through the Service, Third Party Content may be offered to the Customer. This Third Party Content is not provided by Silverfin and Silverfin is not liable for this Third Party Content. All Third Party Content is made available to Customer and End Customer on an “as is” basis without additional warranties.
9.6 No advice and obligation to check. The Service, as well as the Content offered on the Service, is not intended to replace any individualised advice and the Customer should at all times check the output generated by the Service before submitting it to official bodies or using it for further calculations. Silverfin makes no guarantees as to the accuracy, correctness or legal relevance of the Service, nor the Content offered on the Service, which should not be construed as any financial or legal advice.
10. Confidentiality
10.1 Confidentiality obligation. Each Party (“Receiving Party”) undertakes, and undertakes its agents and its affiliates, to observe absolute confidentiality with regard to the Confidential Information it receives from the counterparty (“Providing Party”), which in particular implies that:
10.3 Disclosure in proceeding. When the Receiving Party is requested or required to disclose the Confidential Information of the Providing Party in a proceeding, the Receiving Party shall, where permitted by law, immediately notify the Providing Party to enable it to contest such claim.
10.4 Consequences of Agreement termination. 10.4.1 Obligations. Upon termination or expiration of the Agreement, unless otherwise agreed in writing or otherwise in the Agreement, each Receiving Party shall, at the request of the Providing Party, either (i) release all Confidential Information of the Providing Party, as well as any copies in its possession or under the control of the Receiving Party, return it to the Providing Party; or (ii) destroy all Confidential Information and copies thereof in the Receiving Party’s possession or control. The Receiving Party shall subsequently certify in writing at the request of the Providing Party that the Receiving Party (including its personnel or agents) has not retained any copies. 10.4.2 Survival. The confidentiality obligation in this section remains in effect for one (1) year after the termination or expiry date of the Agreement.
- the Receiving Party may only use the Confidential Information of the Providing Party for its own account and when this is reasonably necessary for the execution of the Agreement;
- each Party will keep the other Party’s Confidential Information confidential by means no less restrictive than those it uses for its own Confidential Information;
- the Receiving Party will not disclose or in any way make available Confidential Information of the Providing Party to third parties (i.e. persons other than its employees or subcontractors who are bound by a duty of confidentiality and who need the same Confidential Information to fulfill the obligations of the Receiving Party under the Agreement), without the express written approval of the Providing Party;
- the Receiving Party may not participate in or authorise others to engage in reverse engineering, disassembly or decompilation of any Confidential Information of the Providing Party;
- no Receiving Party may directly benefit from the Confidential Information of the Providing Party.
- is already in the possession of the Receiving Party and is not subject to a duty of confidentiality vis-à-vis the Party providing the information;
- is independently developed by the Receiving Party;
- has been made public, but not because of the fault of the Receiving Party;
- was lawfully learned by the Receiving Party directly from a third party who is not subject to an obligation of confidentiality;
- has been released with the written consent of the Providing Party; or, finally,
- disclosed pursuant to a legal obligation, regulation or court order, provided that the Receiving Party promptly notifies the Providing Party of such demand and cooperates to obtain a protective order or similar treatment by any means necessary.
10.3 Disclosure in proceeding. When the Receiving Party is requested or required to disclose the Confidential Information of the Providing Party in a proceeding, the Receiving Party shall, where permitted by law, immediately notify the Providing Party to enable it to contest such claim.
10.4 Consequences of Agreement termination. 10.4.1 Obligations. Upon termination or expiration of the Agreement, unless otherwise agreed in writing or otherwise in the Agreement, each Receiving Party shall, at the request of the Providing Party, either (i) release all Confidential Information of the Providing Party, as well as any copies in its possession or under the control of the Receiving Party, return it to the Providing Party; or (ii) destroy all Confidential Information and copies thereof in the Receiving Party’s possession or control. The Receiving Party shall subsequently certify in writing at the request of the Providing Party that the Receiving Party (including its personnel or agents) has not retained any copies. 10.4.2 Survival. The confidentiality obligation in this section remains in effect for one (1) year after the termination or expiry date of the Agreement.
11. Term
11.1 Term. The initial term of the Agreement (“Initial Term“) shall commence on the Effective Date as specified in the Silverfin Proposal ending twenty-four (24) months later.
11.2. Renewal Term. The Agreement shall automatically renew for successive twelve (12) month periods (each Term being a “Renewal Term“), commencing upon the expiration of the Initial Term, unless one of the Parties gives written notice of termination three (3) months prior to the end of the Initial Term or the current Renewal Term, as applicable.
11.2. Renewal Term. The Agreement shall automatically renew for successive twelve (12) month periods (each Term being a “Renewal Term“), commencing upon the expiration of the Initial Term, unless one of the Parties gives written notice of termination three (3) months prior to the end of the Initial Term or the current Renewal Term, as applicable.
12. Termination
12.1 Grounds for Termination.
12.1.1 Breach by Customer. Silverfin may immediately terminate the Agreement by written notice (or in its sole discretion, otherwise suspend access to the Service) due to a material breach by the Customer of the terms of the Service as set forth in Section 3.
12.1.2 Termination by either Party. Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if: a) the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; b) the other party commits a material breach of any other term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified to do so; c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the IA 1986; d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; e) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986; f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership); h) the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver; i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days; k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Section 12.1.2(c) to 12.1.2(j) (inclusive); l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; m) the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy;.
12.2 Consequences. Upon termination of the Agreement for any reason (i) Customer shall immediately pay all Fees and other amounts due to Silverfin under the Agreement, up to and including the date of termination, (ii) all usage rights granted to Customer under the Agreement, including the right to use the Service pursuant to Section 3, shall automatically expire and (iii) Silverfin shall, upon Customer’s first request, return a copy of the Customer Data in a common file format, to be determined by Silverfin in its sole discretion, so that Customer may incorporate the Customer Data into third party software. Termination of the Agreement for any reason shall occur without prejudice to any right or remedy that has accrued prior to the actual termination.
12.3 Survival. The provisions of the Agreement that are explicitly or implicitly intended to survive termination must survive the expiry or termination of the Agreement.
12.1.1 Breach by Customer. Silverfin may immediately terminate the Agreement by written notice (or in its sole discretion, otherwise suspend access to the Service) due to a material breach by the Customer of the terms of the Service as set forth in Section 3.
12.1.2 Termination by either Party. Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if: a) the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; b) the other party commits a material breach of any other term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified to do so; c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the IA 1986; d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; e) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986; f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership); h) the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver; i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days; k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Section 12.1.2(c) to 12.1.2(j) (inclusive); l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; m) the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy;.
12.2 Consequences. Upon termination of the Agreement for any reason (i) Customer shall immediately pay all Fees and other amounts due to Silverfin under the Agreement, up to and including the date of termination, (ii) all usage rights granted to Customer under the Agreement, including the right to use the Service pursuant to Section 3, shall automatically expire and (iii) Silverfin shall, upon Customer’s first request, return a copy of the Customer Data in a common file format, to be determined by Silverfin in its sole discretion, so that Customer may incorporate the Customer Data into third party software. Termination of the Agreement for any reason shall occur without prejudice to any right or remedy that has accrued prior to the actual termination.
12.3 Survival. The provisions of the Agreement that are explicitly or implicitly intended to survive termination must survive the expiry or termination of the Agreement.
13. Applicable law & jurisdiction
13.1 Applicable law. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.
13.2 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
14. Miscellaneous
14.1 Amendment. Silverfin reserves the right to amend its Terms of Use from time to time in case of a justified cause and upon notice to the Customer (via email, on the Website or the Silverfin Platform).
14.2 Severability. If any provision of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such provision(s) shall be construed to reflect, as nearly as possible, the intent of the invalid or unenforceable provision(s), while all other provisions shall remain in full force and effect.
14.3 No agency. No joint venture, partnership, employment, or agency relationship exists between the Customer and Silverfin based on the Agreement or use of the Service.
14.4 No waiver. A Party’s failure to enforce any right or provision in the Agreement shall not constitute a waiver of that right or provision unless acknowledged by that Party in a written agreement.
14.5 Force majeure. In the event that performance of the Contract by either Party is prevented, hindered, delayed or otherwise impracticable due to flood, riot, fire, judicial or governmental action, labour disputes, natural disasters, epidemics/pandemics (and judicial or governmental action related thereto) or other causes beyond the control of the Party, such Party shall be excused to the extent that performance is prevented, hindered or delayed by such causes.
14.6 Assignment. The Agreement may not be assigned by Customer without Silverfin’s prior written consent, but may be assigned by Silverfin to (i) a parent or subsidiary company; (ii) an acquirer of all or substantially all of Silverfin’s assets involved in the operations relevant to this Agreement, or (iii) a successor by merger. Any purported transfer made in violation of this section shall be null and void.
14.7 Notice. Any notice given under the Agreement must be in writing and delivered by email to the following addresses (or alternative addresses as provided in writing by each Party): legal.notices@silverfin.com (to Silverfin) and the primary billing address (to Customer). All notices shall be deemed to have been received the second business day following the email transmission.
14.8 Entire Agreement. The Agreement, together with any applicable attachment(s), constitutes the entire agreement between the Customer and Silverfin and supersedes all prior or contemporaneous, written or oral, negotiations, discussions or agreements between the Parties with respect to the subject matter of the Agreement. An amendment or modification to the Agreement is only binding if it is in writing and signed by the authorized representatives of the Parties.
14.9 Conflict. The Terms of Use shall prevail over the Silverfin Proposal or any Additional Order; unless the Parties have otherwise agreed in writing, by expressly referring to the specific clauses or sections from which the deviation is agreed.
Annex 1: Silverfin API access
1. Definitions
APIs:
the Application Programming Interface and all related Documentation as provided by Silverfin;
Documentation:
the API documentation as described at and provided via https://api.getsilverfin.com/api_docs.
2. License purpose
Subject to the terms and conditions of this Annex 1, Silverfin grants Customer a restricted, non-exclusive, non-transferable, non-assignable license, without the right to sub-license, to the APIs solely in accordance with the Documentation and solely for its internal business purposes (“Purpose”).
3. Restrictions
Customer must comply with all restrictions set forth in this Annex 1 and the Documentation. Customer shall not have the right to (i) use the APIs in whole or part for any other Purpose, other than as provided herein (ii) decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the APIs by any means whatsoever, or disclose any of the foregoing, or (iii) use the APIs in any way that is unlawful, illegal, fraudulent or harmful; or (iv) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity. Customer will ascertain that its API credentials and tokens are not used by any third party and that it shall keep its credentials and tokens confidential and secured.
4. Intellectual property
Silverfin and its suppliers retain all intellectual property rights, title and interest in and to the APIs. All rights in and to the APIs are reserved by Silverfin or its licensors. No license is granted to Customer except as to use the APIs as expressly stated herein.
5. Representations & warranties
Silverfin makes no representations or warranties, express or implied, regarding the use or performance of the APIs, including, without limitation: any implied warranties of merchantability, or fitness for a particular purpose or the APIs reliability and availability. Silverfin does not warrant or represent that the API’s will be compatible with any application, program or platform not specifically identified as compatible in the Documentation. Other than as provided for in this Annex 1 Customer accepts the APIs “as is”.
6. Modifications
Customer acknowledges and agrees that Silverfin may modify the APIs and the Documentation from time to time (“Modification(s)”). Customer will be notified of a Modification to the APIs through notifications on the Silverfin API Change log available at https://community.silverfin.com/t/api-latest-changes/ or posts on the Silverfin Developer Website or any other website owned and operated by Silverfin or through a form of direct communication from Silverfin to Customer. Via https://developer.silverfin.com/reference/authentication Customer can subscribe to receive updates.
Customer further acknowledges and agrees that such Modification(s) may be implemented at any time and without any notice to Customer. Customer shall, within thirty (30) days from the date of first notice of any Modification(s) (or such shorter period of time specified in the notice of the Modification(s)) (“Conformance Period”) comply with such Modification(s) by implementing and using the most current version of the API and making any changes to applications that may be required as a result of such Modification(s). Customer acknowledges that a Modification may have an adverse effect on applications, including but not limited to changing the manner in which applications communicate with the APIs. Silverfin shall have no liability of any kind to Customer with respect to such Modifications or any adverse effects resulting from such Modifications. Customer’s continued access to or use of the APIs following the Conformance Period shall constitute binding acceptance of the Modification(s) at issue.