Silverfin

Terms of Use for Silverfin Platform and Services

The Silverfin Terms of Use, effective February 1, 2025, establish that customers must accept these terms to use the Silverfin Platform and services under a non-transferable, renewable license for business purposes, with defined user roles and responsibilities, including payment of non-refundable fees within 30 days, restrictions on unauthorized use, confidentiality obligations, and provisions for service updates, additional orders, and API access governed by specific annexes.

Silverfin - Terms of Use

Last updated: 1 February 2025

These Terms of Use describe the terms and conditions under which the Silverfin Platform and related services are provided by Silverfin NV to the Customer. The parties may be referred to individually as a “Party” or jointly as the “Parties.”

1. Applicability

  • The use of the Service and other services rendered by Silverfin is governed by the Agreement. Customer general terms are excluded.
  • Customers must accept these Terms of Use before first using the Silverfin Platform.

2. Definitions

  • Key terms such as Additional Orders, Agreement, Authorised Users, Business Day, Client file, Confidential Information, Content, Customer, Customer Data, Data Protection Legislation, Effective Date, End Customer, Service, Silverfin Content, Silverfin Platform, Silverfin Proposal, Term, Third Party Content, Third Party Services, Uptime, Virus, and Website are defined for clarity.

3. License

  • Silverfin grants the Customer a renewable, personal, non-exclusive, non-transferable license to use the Service for business purposes during the Term.
  • Authorised Users of End Customers receive a limited, personal, non-exclusive, non-transferable license for restricted access.
  • Silverfin may update or change the Service at its discretion, provided such changes do not nullify the Agreement.
  • Customer may not use the Service for unauthorized purposes, reverse engineer, or use unlawfully.
  • Additional Services may be obtained via Additional Orders.
  • Service reductions must be notified in advance; late notifications may result in continued charges.
  • Customer is responsible for ensuring Authorised Users maintain password confidentiality.
  • API access is governed by Annex 1 of the Terms of Use.

4. Fees & Payment Terms

  • Customer agrees to pay fees as set out in the Silverfin Proposal and Additional Orders.
  • Payments are non-cancellable and non-refundable; invoices are due within 30 days.
  • Fees are exclusive of taxes; Customer is responsible for all applicable taxes.
  • Payments must be made in pounds sterling to the account specified by Silverfin.
  • Disputes over invoices must be raised within 15 days.
  • Invoices may not be transferred or set off without Silverfin’s consent.
  • Overdue payments accrue interest and may result in service suspension or termination.
  • Silverfin may adjust fees at the start of each renewal period with 90 days’ notice.

5. Intellectual Property Rights

  • Silverfin and its suppliers retain all intellectual property rights in the Service and Content.
  • No license is granted except as expressly stated.
  • Silverfin will defend and indemnify the Customer against valid claims of IP infringement by the Service or Content, with remedies including license acquisition, replacement, or termination with pro-rata refund.

6. Customer Data

  • Customer grants Silverfin a non-exclusive license to use Customer Data as necessary to provide the Service.
  • Silverfin will not use Customer Data for other purposes.
  • Customer is responsible for the legality and quality of Customer Data.
  • Customer will indemnify Silverfin against claims arising from Customer Data that infringes third-party rights.

7. Data Protection

  • Silverfin is the data controller for personal data of Customers and prospects; processing is governed by the Silverfin Privacy Policy.
  • When processing personal data on behalf of the Customer, Silverfin acts as data processor; the Customer is the data controller.
  • Customer must ensure legal grounds for data transfer and processing.
  • Silverfin will process data per the Agreement, Data Processor Addendum, and Customer instructions.
  • Data may be shared with Silverfin personnel as needed and is subject to confidentiality.
  • Both parties must take appropriate technical and organizational measures for data protection.
  • The Silverfin Data Processor Addendum prevails in case of conflict with Section 7.

8. Service Level Warranty

  • Silverfin ensures 99% uptime during the Term. Failures must be reported within 30 days.
  • The sole remedy for uptime failure is a one-week extension of the Term.
  • Exclusions apply for failures outside Silverfin’s control, Customer actions, or third-party technology.
  • Support response time is two business days; critical issues are addressed within 12 hours during office hours. Data recovery is within 36 hours if data is lost.

9. Disclaimers & Liabilities

  • Silverfin Service and Content are delivered virus-free to the best of Silverfin’s knowledge.
  • The Service is provided “as is” without warranties, including merchantability or fitness for purpose.
  • Neither party is liable for indirect, incidental, or consequential damages. Aggregate liability is limited to fees paid in the prior 12 months.
  • Silverfin is not liable for Third Party Services or Content.
  • The Service and Content do not constitute legal or financial advice; Customers must verify outputs before use.

10. Confidentiality

  • Each Party must keep Confidential Information secret, use it only as necessary for the Agreement, and not disclose it to third parties without consent.
  • Exclusions apply for information already known, independently developed, public, lawfully obtained from third parties, released by consent, or required by law.
  • Disclosure to authorities is permitted if criminal activity is suspected.
  • Upon termination, Confidential Information must be returned or destroyed, with certification if requested. Confidentiality obligations survive for one year after termination.

11. Term

  • The Agreement’s initial term is 24 months from the Effective Date.
  • It automatically renews for 12-month periods unless terminated with three months’ notice before the end of the current term.

12. Termination

  • Silverfin may terminate immediately for material breach by the Customer.
  • Either party may terminate with immediate effect for non-payment, material breach not remedied within 14 days, or insolvency events.

The document continues with further details on termination and other legal provisions.