Silverfin Trial - Terms of Use
Last update: November 2023
Please read these Terms of Use thoroughly.
These Silverfin Trial Terms of Use (“ Trial Terms of Use”) describe the terms and conditions pursuant to which the Silverfin Trial 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”) is provided to Customer. Hereinafter the parties may individually be referred to as a “Party” or jointly as the “Parties”.
1. APPLICABILITY
1.1. Silverfin has at all times and in its sole discretion the right to refuse a Silverfin Trial without requiring any (prior) written notice.
1.2. The Silverfin Trial shall be governed by the Trial 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.
1.3. Prior to registration or login to the Silverfin Platform, the Customer has been informed of these Trial Terms of Use. The Customer shall accept these Trial Terms of Use prior to the first commissioning of the Silverfin Platform.
1.2. The Silverfin Trial shall be governed by the Trial 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.
1.3. Prior to registration or login to the Silverfin Platform, the Customer has been informed of these Trial Terms of Use. The Customer shall accept these Trial 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.
| Trial Agreement: | these Terms of Use 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; |
| 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 Trial 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 wishing to conclude a Trial Agreement subject to the acceptance of these Terms of Use; |
| Customer Data: | data or material provided to or submitted to Silverfin by 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 Trial Agreement.
all other legislation and regulations concerning the protection of data and privacy which is applicable to the processing of personal data in the context of the Trial Agreement; |
| 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; |
| 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 Trial: | a free, 14-day trial of the Service. |
| 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 synchronisation); |
| Trial Period: | The 14-day period commencing upon the Customer's acceptance of these Trial Terms of Use; |
| Website: | the Silverfin website, namely: www.silverfin.com; |
YOUR DATA SUBJECT RIGHTS
2.3 You are a prospect and/or seeking a commercial relationship with Silverfin
Requesting a personal demo
2.3 You are a prospect and/or seeking a commercial relationship with Silverfin
Requesting a personal demo
| Purpose: | To schedule your personal demo of the Silverfin Platform | |
| Personal data: | ❑ First name | ❑ Email address |
| ❑ Last name | ❑ Phone number | |
| ❑ Company name | ❑ Country | |
| ❑ Type of industry | ❑ Preferred Language | |
| Legal ground: | Consent | |
| Retention period: | Until you have requested to no longer be contacted by Silverfin or until one (1) year following your latest contact with Silverfin, whichever comes first ( + verification period of six months) | |
General communication with Silverfin & prospecting by Silverfin
| Purpose: | To have quality conversations (via mail, telephone or business social media channels) in which Silverfin provides more information on its Service and the Silverfin Platform | |
| Personal data: | ❑ First name | ❑ Email address |
| ❑ Last name | ❑ Phone number | |
| ❑ Company name | ❑ Country | |
| ❑ Type of industry | ❑ Preferred Language | |
| ❑ Social media / business channel | ❑ Voluntarily provided information | |
| Legal ground: | Legitimate interest | |
| Retention period: | Until you have requested to no longer be contacted by Silverfin or until one (1) year following your latest contact with Silverfin, whichever comes first ( + verification period of six months) | |
3. LICENSE
3.1 Customer licence. During the Trial Period and subject to the terms and conditions of this Trial Agreement, Silverfin grants to Customer a limited, personal, non-exclusive, non-transferable licence (without the right to sub-licence) to the Service for the sole purpose of internally testing the Service.
3.2 Authorised Users licence. In accordance with the conditions set forth in this Trial Agreement, Silverfin grants to the End Customers’ Authorised Users a limited, personal, non-exclusive, non-transferable, (without the right to sub-licence), for the Trial Term to have restricted access to the Service for the sole purpose of internally testing the Service (“Purpose”).
3.3 Conversion to paid licence. If Customer wishes to continue using the Service after the Trial Period ends, Customer must enter into a paid licence agreement with Silverfin. Upon request, Silverfin will provide Customer with information on available subscription plans and pricing. 3.4 Excluded usage. Customer shall not have the right to:
use the Service in whole or in part for commercial purposes or for any other purpose, other than for the Purpose provided for in this Trial 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.
3.5 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 Authorised Users in breach of this Trial Agreement.
3.6 Indemnification Trial Period. Customer shall indemnify and hold Silverfin harmless from any claims, losses, or damages arising out of the Customer’s use of the Service during the Trial Period.
3.2 Authorised Users licence. In accordance with the conditions set forth in this Trial Agreement, Silverfin grants to the End Customers’ Authorised Users a limited, personal, non-exclusive, non-transferable, (without the right to sub-licence), for the Trial Term to have restricted access to the Service for the sole purpose of internally testing the Service (“Purpose”).
3.3 Conversion to paid licence. If Customer wishes to continue using the Service after the Trial Period ends, Customer must enter into a paid licence agreement with Silverfin. Upon request, Silverfin will provide Customer with information on available subscription plans and pricing. 3.4 Excluded usage. Customer shall not have the right to:
use the Service in whole or in part for commercial purposes or for any other purpose, other than for the Purpose provided for in this Trial 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.
3.5 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 Authorised Users in breach of this Trial Agreement.
3.6 Indemnification Trial Period. Customer shall indemnify and hold Silverfin harmless from any claims, losses, or damages arising out of the Customer’s use of the Service during the Trial Period.
4. FEES AND PAYMENT TERMS
4.1. Free Trial Period. No fees shall be charged to Customer during the Trial Agreement.
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 Trial Agreement are reserved to Silverfin. No licence is granted to the Customer other than to use the Service or the Content expressly stated in the Trial 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.
6. CUSTOMER DATA
6.1. Licence. Subject to the terms of the Trial Agreement, Customer grants Silverfin a non-exclusive licence 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).
6.5. Deletion or loss. Customer Data created or uploaded during the Trial Period may be subject to deletion or loss after the Trial Period ends.
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 Trial Agreement. The Silverfin Privacy Policy is available on the Website at www.silverfin.com. By signing the Trial Agreement, the Customer declares to have read and agree to the terms of the Silverfin Privacy Policy.
7.3.1 Scope. If Silverfin processes personal data on behalf of the Customer in the performance of its obligations under the Trial 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 Silverfin Data Processor Addendum. Unless agreed otherwise, any processing of personal data will be subject to the “Silverfin Data Processor Addendum” incorporated into the Trial Agreement by reference. The Silverfin Data Processor Addendum is available on the Website: https://www.silverfin.com/en-gb/data-processing-addendum. By entering into the Trial Agreement, the Customer declares to have taken note of and to agree with the provisions of the Silverfin Data Processor Addendum.
8. DISCLAIMERS AND LIABILITY
8.1 Service.
8.1.1 No guarantees. 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.
8.1.2 Damage types. To the maximum extent permitted by applicable law, Silverfin shall not be liable to Customer for any damages of any kind.
8.1.3 Limitation of liability. Notwithstanding the foregoing, in the event that Silverfin is held liable, its aggregate liability arising out of or in connection with the Trial Agreement shall be fifty (50) GBP.
8.2 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 8.1 therefore apply without prejudice to Silverfin Content.
8.3 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 licence 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. CONFIDENTIALITY
9.1 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:
- 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 Trial 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 Trial 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.
9.3 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.
9.4 Consequences of Trial Agreement termination.
9.4.1 Obligations. Upon expiration of the Trial Agreement, unless otherwise agreed in writing or otherwise in the Trial 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.
9.4.1 Obligations. Upon expiration of the Trial Agreement, unless otherwise agreed in writing or otherwise in the Trial 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.
9.4.2 Survival. The confidentiality obligation in this section remains in effect for one (1) year after the termination or expiry date of the Trial Agreement.
10. TERMINATION
10.1 Silverfin reserves the right to terminate the Trial Agreement at any time during the Trial Period at its sole discretion, without any liability;
10.2 Upon termination of the Trial Agreement for any reason or upon expiration of the Trial agreement all usage rights granted to Customer under the Trial Agreement, including the right to use the Service pursuant to Section 3, shall automatically expire.
10.3 Survival. The provisions of the Trial Agreement that are explicitly or implicitly intended to survive termination must survive the expiry or termination of the Trial Agreement.
10.2 Upon termination of the Trial Agreement for any reason or upon expiration of the Trial agreement all usage rights granted to Customer under the Trial Agreement, including the right to use the Service pursuant to Section 3, shall automatically expire.
10.3 Survival. The provisions of the Trial Agreement that are explicitly or implicitly intended to survive termination must survive the expiry or termination of the Trial Agreement.
11. APPLICABLE LAW AND JURISDICTION
11.1 Applicable law. This Trial 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.
11.2. 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 Trial Agreement or its subject matter or formation (including non-contractual disputes or claims).
11.2. 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 Trial Agreement or its subject matter or formation (including non-contractual disputes or claims).
