-- terms and conditions

Please read these terms and conditions carefully. All contracts that the provider may enter into from time to time for the provision of the hosted services shall be governed by these terms and conditions, and the provider will ask the customer for the customer's express acceptance of these terms and conditions before providing any such services to the customer.

These terms and conditions may be provided in multiple languages. In case of any discrepancies or inconsistencies between translations, the English version shall prevail.

The provider reserves the right to update or modify these terms and conditions from time to time. Any changes will be published on this page.

The customer is responsible for reviewing these terms and conditions periodically.

1. Definitions

1.1 Except to the extent expressly provided otherwise, in these terms and conditions:

• account means an account enabling a person to access and use the hosted services, including owner accounts and user accounts;
• agreement means a contract made under these terms and conditions between the provider and the customer;
• business day means any weekday other than a bank or public holiday in England and Wales;
• business hours means the hours of 11:00 to 16:30 GMT on a business day;
• amount means the amounts specified as at the effective date, in the currency as displayed based on the customer's location;
• customer means the person or entity identified as such in the services order form;
• customer data means all data uploaded to or stored on the platform by the customer; transmitted by the platform at the instigation of the customer; supplied by the customer to the provider for uploading to, transmission by or storage on the platform; or generated by the platform as a result of the use of the hosted services by the customer (but excluding analytics data relating to the use of the platform and server log files);
• customer personal data means any personal data that is processed by the provider on behalf of the customer in relation to the agreement;
• data protection laws means all applicable laws relating to the processing of personal data including, while it is in force and applicable to customer personal data, THE GENERAL DATA PROTECTION REGULATION (EU) 2016/679;
• effective date means following the customer completing and submitting the online services order form published by the provider on the provider's website, the date upon which the provider sends to the customer an order confirmation;
• force majeure event means an event, or a series of related events, that is outside the reasonable control of the party affected including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars;
• hosted services means the SILKIE software and files that the provider will provide to each customer as a service via the internet in accordance with these terms and conditions;
• intellectual property rights means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights and these intellectual property rights include copyright and related rights, database rights, confidential information, trade secrets, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models and rights in designs;
• merchant of record Paddle means Paddle.com Market Limited or its affiliates ("Paddle") acting as the merchant of record and authorized reseller of the product for the provider, which means that you purchase the product from PADDLE using the services, but the product is licensed to you by the provider;
• personal data has the meaning given to it in the data protection laws applicable in the EU from time to time;
• platform means the platform managed by the provider and used by the provider to provide the hosted services;
• provider means SILKIE the company that provides services via the internet in accordance with these terms and conditions;
• services means any services that the provider provides to the customer, or has an obligation to provide to the customer, under these terms and conditions;
• services order form means an online order form published by the provider and completed and submitted by the customer incorporating these terms and conditions by reference;
• support services means support in relation to the use of, and the identification and resolution of errors in, the hosted services, but shall not include the provision of training services;
• term means the term of the agreement, commencing in accordance with clause 2.1 and ending in accordance with clause 2.2;
• terms and conditions means all the documentation containing the provisions of the agreement, namely the main body of these terms and conditions and SCHEDULE 1 including any amendments to that documentation from time to time.

2. Term

2.1 The agreement shall come into force upon the effective date.

2.2 The agreement shall continue in force indefinitely, subject to termination in accordance with clause 15.

3. Hosted Services

3.1 The provider hereby grants to the customer a non-exclusive license to use the hosted services by means of a supported web browser in accordance with the documentation during the term.

3.2 This clause 3.2 is applicable exclusively when the customer is not part of a team account. The license granted by the provider to the customer under clause 3.1 is contingent upon the hosted services being utilized by no more than a single concurrent user at any given time.

3.3 This clause 3.3 applies exclusively when the customer is a team manager or team leader of an account. The license granted by the provider to the customer under clause 3.1 is conditional upon the hosted services not being used at any moment by more than the specified number of concurrent users in the customer team account, provided that the customer may increase or decrease the number of concurrent user licenses following the procedure outlined therein.

3.4 Except to the extent expressly permitted in these terms and conditions the license provided by the provider to the customer under clause 3.1 is subject to the following prohibitions:

1. the customer must not sub-license its right to access and use the hosted services;
2. the customer must not permit any unauthorized person to access or use the hosted services;
3. the customer is prohibited from republishing or redistributing any content or materials from the hosted services;
4. the customer must not make any alteration to the platform, except as permitted by the documentation;
5. the customer is not permitted to conduct or instruct anyone else to perform any load testing or penetration testing on the platform or hosted services without the explicit prior written consent of the provider.

3.5 The customer shall employ reasonable efforts, including suitable security measures regarding account access information, to guarantee that no unauthorized individual gains access to the hosted services through an account.

3.6 The provider shall make reasonable efforts to ensure the availability of the hosted services to the customer at the gateway between the public internet and the network of the hosting service provider for the hosted services. However, a 100% availability guarantee is not provided.

3.7 The customer must abide by the acceptable use policy detailed in SCHEDULE 1 and must ensure that all individuals using the hosted services with the customer's consent or via an account adhere to the acceptable use policy outlined in SCHEDULE 1.

3.8 The customer must not use the hosted services in any way that causes, or may cause, damage to the hosted services or platform or impairment of the availability or accessibility of the hosted services.

3.9 The customer must not use the hosted services:

1. in any manner that is unlawful, fraudulent, or detrimental;
2. in association with any activity or purpose that is unlawful, fraudulent, or harmful.

3.10 To eliminate any ambiguity, the customer is not granted the right to access the software code of the platform, which includes object code, intermediate code, and source code, either during the term or after its conclusion.

3.11 The provider is authorized to suspend the delivery of the hosted services if any amount that the customer is obligated to pay to the provider under the agreement remains unpaid.

3.12 The customer bears the responsibility of ensuring that the hosted services have complete access to the provider's services without being hindered by, including but not limited to, any computer security systems employed by the customer. It falls upon the customer to test and verify that full access to the hosted services is achievable prior to remitting any charges to the provider.

4. Customer Data

4.1 The customer hereby confers upon the provider a non-exclusive license to copy, reproduce, store, distribute, publish, export, adapt, edit, and translate the customer data to the extent reasonably required for the performance of the provider's obligations and the exercise of the provider's rights under the agreement. Additionally, the customer grants the provider the authority to sub-license these rights to its hosting service, connectivity, and telecommunications service providers, subject to any explicit limitations specified elsewhere in the agreement.

4.2 The customer warrants to the provider that the customer data will not infringe the intellectual property rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.

5. Support Services

5.1 The provider may offer the support services to the customer during the term, but is not obliged to do so any provided support services will be governed by this clause 5.

5.2 The provider may make available to the customer email-based support services.

5.3 The provider shall provide the support services with reasonable skill and care.

5.4 The provider may suspend the delivery of the support services if any amount that the customer is obligated to pay to the provider under the agreement remains unpaid.

6. No Assignment of Intellectual Property Rights

6.1 Nothing in these terms and conditions shall operate to assign or transfer any intellectual property rights from the provider to the customer, or from the customer to the provider.

7. Charges

7.1 The customer shall pay the charges to the provider or merchant of record Paddle in accordance with these terms and conditions.

7.2 All amounts specified in or concerning these terms and conditions are, unless otherwise indicated by the context, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the customer to the provider or merchant of record Paddle.

7.3 The provider or merchant of record Paddle may choose to alter any component of the charges by providing the customer with no less than 30 days' written notice of the change.

8. Payments

8.1 The customer must pay the charges to the provider or merchant of record Paddle in advance of the period to which they relate.

9. Distance Contracts Right of Termination

9.1 The customer may withdraw an offer to enter into the agreement with the provider at any time and the customer may cancel the agreement entered into with the provider at any time within the period.

9.2 According to the terms of this agreement, the customer acknowledges and agrees that the provider does not offer refunds for current subscription periods, meaning periods that have already started.

9.3 Refund requests are governed by the refund policy specified on THE REFUND POLICY PAGE and may be reviewed by the provider and/or processed by merchant of record Paddle.

10. Data protection

10.1 The provider shall adhere to the data protection laws in relation to the processing of the customer personal data.

10.2 The customer warrants to the provider that it has the legal right to disclose all personal data that it does in fact disclose to the provider under or in connection with the agreement.

10.3 The customer is to provide to the provider, and the provider is to process only specific types of personal data under or related to the agreement: these include customer name, email address, postal address associated with payment sources, payment information associated with payments processed by merchant of record Paddle, password and analytics related to the usage of the service. The provider shall process the customer personal data solely for the following purposes: creation and access to user accounts, ensuring the security of the service and its users, payment collection, providing support, monitoring service performance, and the continual improvement of the service.

10.4 The provider shall process the customer personal data only for the duration of the term or for the period during which the customer accesses the hosted services, whichever is longer, subject to the other stipulations of this clause 10. To clarify, utilizing the hosted services to download, install is considered access to hosted services.

10.5 The provider shall process the customer personal data solely based on the documented instructions from the customer, including in matters pertaining to the transfer of the customer personal data to locations outside the European economic area, as specified in these terms and conditions.

10.6 The provider shall promptly notify the customer if, in the provider's opinion, any instruction from the customer regarding the processing of the customer personal data violates the data protection laws.

10.7 Regardless of any other clause in these terms and conditions, the provider is permitted to process the customer personal data if and to the extent required by applicable law. In such instances, the provider shall inform the customer of this legal obligation prior to processing, unless the law forbids providing such information.

10.8 The provider shall guarantee that individuals authorized to process the customer personal data are bound by confidentiality commitments.

10.9 Both the provider and the customer shall implement suitable technical and organizational measures to ensure an adequate level of security for the customer personal data.

10.10 The provider must not engage any third party in processing the customer personal data without obtaining the customer's prior specific or general written authorization.

10.11 The provider shall, according to the customer's request, either delete or return all of the customer personal data to the customer following the completion of services related to the processing. The provider shall also delete existing copies, except when the retention of the relevant personal data is mandated by applicable law.

11. Warranties

11.1 The customer warrants to the provider that it has the legal right and authority to enter into the agreement and to perform its obligations under these terms and conditions.

11.2 All warranties and representations made by the parties concerning the subject matter of the agreement are explicitly stated in these terms and conditions. To the fullest extent allowed by applicable law, no other warranties or representations regarding the subject matter of the agreement will be implied into the agreement or any related contract.

12. Acknowledgements and Warranty Limitations

12.1 The customer acknowledges that complex software is never entirely free from defects, errors, and bugs; and, subject to the other stipulations in these terms and conditions, the provider offers no warranty or representation that the hosted services will be completely free from defects, errors, and bugs.

12.2 The customer acknowledges that the hosted services are intended to be compatible only with the software and systems specified as compatible on THE COMPATIBILITY PAGE. The provider does not warrant or represent that the hosted services will be compatible with any other software or systems.

12.3 To ensure a secure and fully functioning service with minimal bugs, it might be necessary to alter the stated compatibility. The provider is obliged to make every effort to inform the customer by providing at least 72 hours written notice of any such change.

12.4 The customer acknowledges that complex software can never be entirely devoid of security vulnerabilities; and, in accordance with the other clauses in these terms and conditions, the provider makes no warranty or representation that the hosted services will be completely secure.

13. Limitations and Exclusions of Liability

13.1 Nothing in these terms and conditions will:

1. limit or exclude any liability for fraud or fraudulent misrepresentation;
2. limit any liabilities in a manner that is not permissible under applicable law. Furthermore, if a party is the customer, that party's statutory rights will not be excluded or limited by these terms and conditions, except to the extent allowed by law.

13.2 The limitations and exclusions of liability outlined in this clause 13 and elsewhere in these terms and conditions:

1. are subject to clause 13.1;
2. apply to all liabilities stemming from these terms and conditions or related to the subject matter of these terms and conditions, including liabilities arising in agreement, in tort including negligence, and for breach of statutory duty, except where expressly stated otherwise in these terms and conditions.

13.3 The provider will not be liable to the customer for any losses incurred due to a force majeure event.

13.4 The provider will not be liable to the customer in respect of any loss of profits or anticipated savings.

13.5 The provider will not be liable to the customer in respect of any loss of revenue or income.

13.6 The provider will not be liable to the customer in respect of any loss of business, contracts, or opportunities.

13.7 The provider will not be liable to the customer in respect of any loss or corruption of any data, database, or software.

13.8 The provider will not be liable to the customer in respect of any special, indirect, or consequential loss or damage.

13.9 The liability of the provider to the customer under the agreement for any event or series of related events shall not exceed the total amount paid and payable by the customer to the provider under the agreement in the 12 month period preceding the commencement of the event or events.

13.10 The aggregate liability of the provider to the customer under the agreement shall not exceed the total amount paid and payable by the customer to the provider under the agreement.

14. Force Majeure Event

14.1 If a force majeure event results in a failure or delay in either party fulfilling any obligation under the agreement, that obligation will be suspended for the duration of the force majeure event.

15. Termination

15.1 Either party may terminate the agreement by providing the other party with at least 14 days' written notice of termination.

15.2 Either party has the right to immediately terminate the agreement by issuing a written notice of termination to the other party if the other party commits a material breach of these terms and conditions.

15.3 Each party retains the option to terminate the agreement on an immediate basis by sending a written termination notice to the other party in cases where:

1. the other party:
   1. Is dissolved;
   2. stops operating most or all of its business activities;
   3. becomes unable to meet its financial obligations as they become due;
   4. becomes insolvent or declared insolvent.
2. an order is made for the winding up of the other party, or the other party passes a resolution for its winding up, except in the case of a solvent company reorganization where the newly formed entity will take on all the responsibilities of the other party under the agreement;
3. if the other party is an individual:
   1. the other party passes away;
   2. due to illness or incapacity, the other party becomes unable to manage their own affairs; or
   3. that other party is the subject of a bankruptcy petition or order.

16. Effects of Termination

16.1 After the termination of the agreement, all clauses in these terms and conditions will no longer be effective, except for the following provisions which will continue to be in effect as stated or indefinitely: clauses 1, 3.10, 8, 10, 13, 16, 19 and 20.

16.2 Except as explicitly stated otherwise in these terms and conditions, the termination of the agreement will not impact the rights that have already accrued to either party.

17. Notices

17.1 Any notice from one party to the other party under these terms and conditions must be given by email to SUPPORT@SILKIE.TECH, in which case the notice shall be deemed to be received upon receipt of the email by the recipient's email server, providing that, if the stated time of deemed receipt is not within business hours, then the time of deemed receipt shall be when business hours next begin after the stated time.

18. Subcontracting

18.1 Subject to any explicit limitations specified in these terms and conditions, the provider may subcontract any of its duties under the agreement, provided that the provider must send a written notice to the customer promptly after appointing a subcontractor. This notice should detail the subcontracted obligations and identify the subcontractor in question.

19. General

19.1 No violation of any clause of the agreement shall be considered waived unless expressly agreed to in writing by the party not in breach.

19.2 If any court or competent authority finds a provision of the agreement to be unlawful and unenforceable, the remaining provisions of the agreement will continue in effect. If a portion of the unlawful and unenforceable provision would be legal or enforceable upon its removal, then that part will be considered deleted, and the remainder of the provision will remain in effect. This is unless such a partial deletion contradicts the parties' clear intent, in which case the entire relevant provision will be deemed deleted.

19.3 The provider may modify the agreement by giving the customer at least 30 days' written notice of the change. Apart from this, the agreement can only be altered through a written document that is digitally acknowledged by or on behalf of each of the parties.

19.4 The customer hereby agrees that the provider may transfer the provider's contractual rights and obligations under the agreement to any successor of all or a significant portion of the provider's business, as long as this action does not serve to reduce the guarantees benefiting the customer under the agreement. The customer must not without the prior written consent of the provider assign, transfer or otherwise deal with any of the customer's contractual rights or obligations under the agreement.

19.5 The agreement is established for the benefit of the parties involved and is not designed to benefit any third party or to be enforceable by any third party. The rights of the parties to terminate, rescind, or agree on any amendment, waiver, variation, or settlement under or in relation to the agreement are not contingent upon the consent of any third party.

19.6 Subject to clause 13.1, a services order form, along with these terms and conditions and any schedules, shall represent the complete agreement between the parties regarding the subject matter of that services order form. This agreement shall override all prior agreements, arrangements, and understandings between the parties concerning that specific subject matter.

19.7 The agreement shall be governed by and interpreted in accordance with the laws of England and Wales.

19.8 The courts of England and Wales shall have exclusive jurisdiction to settle any disputes that arise under or in connection with the agreement.

19.9 The provider reserves the right to suspend, delete, or close the customer account in cases where the account has remained inactive for a period exceeding six months.

20. Interpretation

20.1 The headings of clauses do not influence the interpretation of these terms and conditions.

20.2 In these terms and conditions, references to calendar months refer to the 12 named periods, such as january, february, etc., into which a year is divided.

20.3 In these terms and conditions, general words shall not receive a restrictive interpretation due to their placement before or after words that indicate a specific class of acts, matters or things.

Schedule 1. Acceptable Use Policy

1. Introduction

1.1 This acceptable use policy establishes the rules governing:

1. the use of the website located at SILKIE.TECH, any successor website, and the services accessible on that website or any successor website referred to as the services;
2. the transmission, storage, and processing of content by you, or by any person acting on your behalf, utilizing the services referred to as content.

1.2 In this policy, references to you pertain to any customer for the services and any individual user of the services with your being interpreted accordingly. References in this policy to us are directed towards SILKIE, and we and our should be understood accordingly.

1.3 By using the services, you agree to the rules set out in this policy.

1.4 We will ask for your express agreement to the terms of this policy before you upload or submit any content or otherwise use the services.

2. General Usage Rules

2.1 You must not use the services in a manner that causes, or may cause, harm to the services or impairs the availability or accessibility of the services.

2.2 You must not use the services:

1. in any way that is unlawful, fraudulent, deceptive, or harmful;
2. in association with any unlawful, fraudulent, deceptive, or harmful purpose or activity.

2.3 You must ensure that all content adheres to the stipulations of this policy.

3. Unlawful Content

3.1 Content must not be illegal or unlawful, must not infringe upon any person's legal rights, and must not be capable of leading to legal action against anyone in each case, in any jurisdiction and under any applicable law.

3.2 Content, as well as its utilization by us in any way licensed or authorized by you, must not:

1. violate any copyright, moral right, database right, trademark right, design right, right in passing off, or other intellectual property right;
2. be in contempt of any court, or breach any court order;
3. constitute a violation of legislation pertaining to racial or religious hatred or discrimination;
4. be a breach of official secrets legislation;
5. be a breach of any contractual obligation owed to any individual.

3.3 You must ensure that content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.

4. Monitoring

4.1 You acknowledge that we may actively monitor both the content and the use of the services.

5. Data Mining

5.1 You are prohibited from engaging in any systematic or automated data scraping, data mining, data extraction, data harvesting, or any other systematic or automated data collection activities, either directly through or in connection with the services.

6. Harmful Software

6.1 The content must not include or consist of, nor should you promote, distribute, or execute via the services, any viruses, worms, spyware, adware, or other harmful or malicious software, programs, routines, applications, or technologies.