Silverfin - Terms of Use
Please read these Terms of Use thoroughly.
1. APPLICABILITY
2. DEFINITIONS
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; |
Authorized Users: | the users which are authorized 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 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 (supra)national privacy legislation applicable to the processing of personal data by the Customer or Silverfin within the scope of the Agreement, such as, but not limited to: (i) the General Data Protection Regulation 2016/679 of April 27, 2016 (“GDPR”); (ii) United Kingdom (UK) Data Protection Act 2018; (iii) the Belgian Privacy Law of 30 July 2018; (iv) the ePrivacy Directive 2002/58/EC of 12 July 2002, including future amendments and revisions thereof; and/or (v) (future) national legislation regarding the implementation of the GDPR; |
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; |
License value: | the money value of the Service (in accordance with among other things the number of Client Files) as set out in the pricing schedule in the Silverfin Proposal and Additional Orders; |
Overage: | the additional usage of the Service on top of the License value as established during the automatic, monthly evaluation; |
Service: | the online service of Silverfin including the integrations, features and modules, as set forth in the Silverfin Proposal and Additional Orders; the Service may include AI-enabled features and capabilities that utilize artificial intelligence, machine learning, or similar technologies; |
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
3.4 Excluded usage. Customer shall not have the right to:
- 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.
- the Renewal Term of the Silverfin Data Hub license for a reduction of the Silverfin Data Hub license; or
- the annual renewal of the Content Product license for (i) the reduction of the volume or (ii) termination of the Content Product license; or
- the annual renewal of the Connector license for a termination of the Connector license.
If the Service reduction notification is made too late, Silverfin is entitled to invoice the Customer for the Silverfin Data Hub license for the entire following Renewal Term and/or, for the Content Product or Connector license for the entire following annual license cycle, even if the Customer no longer uses the respective license. Any Service reduction shall apply as from the Renewal Term of the Silverfin Data Hub license and/or the annual renewal of the Content Product or Connector license and shall be formalized in writing between Parties.
Customer shall not be entitled to any reimbursement for any non-usage of the Silverfin Data Hub license or the Content Product or Connector license during the current Term of the Silverfin Data Hub license or the current license cycle of the Content Product or Connector license.
4. FEES AND PAYMENT TERMS
5. INTELLECTUAL PROPERTY RIGHTS
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.
7. DATA PROTECTION
- 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 unauthorized or unlawful processing of personal data or accidental loss, destruction or damage.
8. SERVICE LEVEL WARRANTY
9. DISCLAIMERS AND LIABILITIES
- 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.
10. CONFIDENTIALITY
- 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 authorize 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.