Terms of Supply

Download Terms of Supply/License PDF (18kb)   For a printable version of this page click here

Please read this Terms of Supply/ license carefully.

----------

By submitting an order to Silver Fox, you are deemed to accept this Agreement. Please scroll through this screen, read the Agreement and print a copy for future reference.

Agreement acceptance procedure:
By clicking on the “accept” button which follows this Agreement and/ or submitting an order to Silver Fox and/ or by installing Software into computer hardware memory and/ or using Software, you indicate acceptance of this Agreement.

Agreement rejection procedure:
You must read this Agreement carefully before clicking on the ‘accept’ button. If you do not accept this Agreement, you should click on the ‘reject’ button and not install or use Software. You should also destroy any unlicensed copies of the Software which might be in your possession.

This Website is operated by Silver Fox Limited (registration number 1318066) with its registered office at Swallow Court, Swallowfields, Welwyn Garden City AL7 1SA ("Silver Fox"). If you have any suggestions or comments please telephone us on +44 (0)1707 373727, fax us at +44 (0)1707 372193, write to us at our registered office address or email us at marketing@silfox.com.

1. Definitions

1.1 In this Agreement the following definitions shall have the following meanings:

1.2 In this Agreement (except where the context otherwise requires):

1.2.1 any reference to a clause is to the relevant clause of this Agreement and any reference to a sub clause or paragraph is to the relevant sub clause or paragraph of the clause in which it appears;

1.2.2 the Clause headings are included for convenience only and shall not affect the interpretation of this Agreement;

1.2.3 use of the singular includes the plural and vice versa;

1.2.4 use of any gender includes the other genders;

1.2.5 references to statutes, any statutory instrument, regulation or order shall be construed as a reference to such statute, statutory instrument, regulation or order as amended or re-enacted from time to time.

2. Orders

2.1 Silver Fox makes no offer to supply any goods and/ or services on the Website.

2.2 Any order for goods and/ or services made on the Website by you is subject to acceptance by Silver Fox and Silver Fox may conclude a legally binding contract with you for the supply of ordered Goods and/ or Software by accepting your order in accordance with clause 2.3.

2.3 Silver Fox may accept your order by (the earlier of) either:

2.3.1 supplying written acceptance of your order (acceptance is effective once sent), or

2.3.2 delivering ordered Software (acceptance is effective when Software has been Download) or delivering ordered Goods (acceptance is effective when Goods reach your delivery address).

3. Software license

3.1 Subject to payment by you to Silver Fox of any applicable license Fee and upon Download, Silver Fox shall grant to you a non-exclusive license to Use the Software (and related Documentation) on and in conjunction with Customer Facilities and subject to the terms and conditions of this Agreement.

3.2 You shall not (without the prior written consent of Silver Fox):

3.2.1 use any consumables in conjunction with the Software other than Consumables;

3.2.2 permit any third party to use the Software;

3.2.3 rent, lease, sublicense, sell, assign, pledge, transfer or otherwise dispose of the Software, on a temporary or permanent basis;

3.2.4 translate, adapt, disassemble, decompile, reverse engineer, vary or modify the Software except as permitted by law; and

3.2.5 seek to circumvent any security measures incorporated into the Software.

3.3 Use of the Software is restricted to Use on Customer Facilities.

3.4 Subject to the Copyright (Computer Program) Regulations 1992 you may make only so many copies of the Software as are reasonably necessary for operational security and Use. Such copies and the media on which they are stored shall be the property of Silver Fox and you shall ensure that all such copies bear Silver Fox’s proprietary notice as follows (© Silver Fox UK Limited. All rights reserved.). The license shall apply to all such copies as it applies to the Software.

3.5 You hereby acknowledge that you are licensed to Use the Software only in accordance with the express terms of this Agreement and not further or otherwise.

4. Duration of license/ New Versions

4.1 The Software license shall commence in accordance with clause 3.1 of this Agreement and shall continue in effect:

4.1.1 (in the case of Freeware Version) until the Software is disabled or otherwise until termination of this Agreement; and/ or

4.1.2 (in the case of Trial Version) until the Software is disabled or otherwise until termination of this Agreement; and/ or

4.1.3 (in the case of Advanced Version) in perpetuity subject to termination of this Agreement

upon which the license shall cease to have effect.

4.2 Silver Fox reserves the right to disable Freeware Version and Trial Version at any time by any means (including without limitation by disablement measures embedded within the Software).

5. Your Obligations

5.1 During the continuance of the license you shall:

5.1.1 effect and maintain adequate security measures to safeguard the Software and Customer Facilities from access or use by any unauthorised person;

5.1.2 keep fully secure any copies of the Software in accordance with best computing practice;

5.1.3 maintain a full and accurate record of your copying of the Software and shall produce such record to Silver Fox upon request at any time;

5.1.4 be solely responsible for the security of all your data and maintain a comprehensive and fully operational back-up of all your data;

5.1.5 keep fully secure any password or other Software access code made available by Silver Fox

5.1.6 only use Consumables in conjunction with the Software; and

5.1.7 forthwith upon receipt install any update to the Software or Remedial Software supplied by Silver Fox (which Silver Fox may supply by any means in its discretion) and which upon commencement of Use shall be deemed to be part of the Software.

6. Services

6.1 Provided that you have only used Consumables in conjunction with the Software and otherwise complied with the obligations upon you and set out in this Agreement, Silver Fox shall endeavour to (but shall not be obliged to) supply any Support Services and/ or Training requested by you. In the event that Silver Fox supplies (at its discretion) Support Services and/ or Training to you, such Support Services and/ or Training may be chargeable in accordance with applicable rates to be confirmed by Silver Fox.

6.2 Unless agreed by Silver Fox in writing the following matters are not included in Support Services:

6.2.1 rectification of damage caused to the Software by your use of consumables (other than Consumables) in conjunction with it;

6.2.2 support of other software, accessories, attachments, machines, systems or devices other than Software;

6.2.3 rectification of lost or corrupted data;

6.2.4 Support Services rendered more difficult because of any changes, alterations, additions, modifications or variations to Customer Facilities;

6.2.5 attendance to faults caused by using Software outside the scope indicated in Documentation or in writing by Silver Fox or otherwise caused by operator error or omission;

6.2.6 diagnosis and/ or rectification of problems not associated with goods or services supplied or supported by Silver Fox under this Agreement; and

6.2.7 support rendered necessary due to a failure by you to maintain comprehensive and fully operational back-up of all your data for which you shall be solely responsible.

7. Prices and Payment

7.1 The prices of Software and Goods shown on the Website are expressed in pounds sterling (£GBP), US Dollars ($US), Canadian Dollars ($CAD) and Euros (€) exclusive of VAT, local taxes and import duties.

7.2 Prices shown on the Website are indicative only, subject to confirmation by Silver Fox and do not constitute an offer to sell Software or Goods to you at that price. Whilst Silver Fox will use reasonable endeavours to ensure that prices on the Website are accurate and up to date, Silver Fox is not responsible for errors that may occur.

7.3 Silver Fox reserves the right to change the price of Goods and/ or Software shown on the Website at any time.

7.4 You must make payment for Software and Goods in full upon placement of your order the Website using such payment methods as are made available by Silver Fox from time to time. [Where you make payment before receipt of an invoice from Silver Fox, Silver Fox will transmit a VAT invoice to you as soon as reasonably practicable after payment.]

7.5 Silver Fox reserves the right to charge interest on any late payment in accordance with the Late Payment of Commercial Debts Regulations 2002. Time of payment by you shall be of the essence of this Agreement.

7.6 You are responsible for all applicable taxes and delivery charges.

7.7 To avoid doubt New Versions shall be subject to such charges as confirmed in writing by Silver Fox.

8. Warranties and Liability

8.1 Silver Fox warrants that Goods will correspond to their description at the time of delivery.

8.2 You acknowledge that:

8.2.1 software in general is not error free and irrevocably agree that Silver Fox shall not be responsible for any error or failure in performance of the Software and that the existence of such errors shall not constitute a breach of this Agreement; and

8.2.2 certain equipment/ software are required in order to operate the Software and it is your responsibility to acquire such equipment/ software at your own risk and any recommendations made by Silver Fox in respect of such equipment/ software are based only upon manufacturer information and Silver Fox shall not be responsible for any failure of such equipment/ software.

8.3 Notwithstanding clause 8.2.1, in the event that you discover a material error in Software which substantially affects your Use of the same and/ or a material defect in Goods and notify Silver Fox of the error in writing within 30 days of delivery or Download (as applicable), Silver Fox shall (in its sole discretion) use all reasonable endeavours to correct the error or replace the Software and/ or Goods (provided that such error has not been caused by any act or omission by you, breach by you of your undertakings and obligations hereunder or by Use of the Software with other software or on Customer Facilities with which it is incompatible).

8.4 Except as expressly provided in this Agreement no warranty, condition, undertaking or term, expressed or implied, statutory or otherwise as to the condition, quality, performance or fitness for purpose of any goods or services provided hereunder will be assumed by Silver Fox and except as expressly provided in this Agreement all such warranties, conditions, undertakings and terms are hereby excluded.

8.5 Both parties accept liability without limit for death or personal injury caused by its negligence arising under this Agreement.

8.6 Subject always to clause 8.5 above you irrevocably agree that Silver Fox’s liability shall be limited to the license Fee paid by you to Silver Fox.

8.7 Subject always to clause 8.5 above in no event shall either party be liable to the other for any of the following however and whenever arising:

8.7.1 loss of profits, business, revenue, data, goodwill or anticipated savings; and/ or

8.7.2 indirect or consequential loss or damage.

8.8 Each party agrees that the limitations of liability contained in this Agreement have been considered and agreed between the parties and satisfy the requirement of reasonableness within the meaning of sub-section 2(2) and Section 11 of the Unfair Contract Terms Act 1977.

9. IP Rights

9.1 The IP Rights of whatever nature in the Goods and Software are and shall remain the property of Silver Fox and Silver Fox reserves the right to grant licenses to use the Software to third parties. You shall not at any time dispute such ownership or right.

9.2 You shall notify Silver Fox immediately if you become aware of any unauthorised use of the whole or any part of the Software by any person or organisation.

9.3 You will permit Silver Fox to check the use of the Software by you at all reasonable times and for that purpose Silver Fox shall be entitled to enter any of your premises (and you hereby irrevocably license Silver Fox, its employees and agents to enter any such premises for such purpose).

9.4 For the avoidance of doubt the provisions of this clause 9 shall apply to any modification or adaptation of the Software as such provisions are expressed to apply to the Software and you hereby undertake to be bound by and comply with the terms of this Agreement accordingly.

10. Indemnity

10.1 Silver Fox agrees to indemnify and save harmless and defend at its own expense you from and against any and all claims of infringement of IP Rights affecting the Goods and/ or Software provided that you:

10.1.1 have complied with your undertakings and obligations hereunder; and

10.1.2 have otherwise exercised a reasonable standard of care in preventing such infringement protecting the same

failing which you shall indemnify Silver Fox against all actions, proceedings, costs, claims and expenses incurred in respect thereof.

11. Force Majeure

11.1 Neither party will be under any liability to the other for, damage, delay or any other matters of that nature whatsoever arising out of war, rebellion, civil commotion, strikes, lock outs and industrial disputes, fire, explosion, earthquake, acts of God, flood, drought, or bad weather or the requisitioning or other act or order by any Government department, council or other constituted body.

12. Termination of license

12.1 You may terminate the license forthwith upon written notice to Silver Fox.

12.2 Silver Fox may terminate this Agreement forthwith upon written notice to you if you:

12.2.1 use consumables other than Consumables in conjunction with the Software;

12.2.2 commit any breach of any provision of this Agreement;

12.2.3 permanently discontinue the use of the Software.

12.3 Forthwith upon the termination of this Agreement you shall return to Silver Fox the Software and all copies of the whole or any part thereof or if requested by Silver Fox shall destroy the same and certify in writing to Silver Fox that they have been destroyed.

12.4 Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either party, nor shall it effect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

13. Specifications

13.1 All specifications shown on the Website (including descriptions and photographs of Goods and Software) are given for general information purposes only.

13.2 Silver Fox shall not be responsible for the accuracy or otherwise of such specifications and provides no guarantees in respect of such accuracy.

14. Delivery of Goods

14.1 Subject to acceptance of your order, Silver Fox will deliver Goods to the delivery address notified at the time your order is placed or otherwise agreed in writing by Silver Fox.

14.2 You are liable for any delivery costs incurred by Silver Fox and any other applicable duties, taxes and charges.

14.3 Silver Fox will use reasonable endeavours to deliver Goods to your within thirty (30) days of the placement of your order.

14.4 You acknowledge that time for delivery is not guaranteed and that Silver Fox shall in no circumstances be liable to you for any losses, damages or charges incurred by you due to the late delivery of Goods.

14.5 Silver Fox may require a signature upon delivery of the Goods. If a signatory is not available to sign for Goods then a further attempt to deliver Goods will be made at a later date and you will be responsible for any additional costs incurred.

15. Risk and Title

15.1 Risk of damage or loss to Goods passes to you at the moment Goods are delivered to your premises.

15.2 Notwithstanding the passing of risk in Goods, the title to Goods shall not pass to you until Silver Fox has received in cash or cleared funds payment in full of all sums due for that and any prior order. Until title to Goods passes to you Silver Fox may without notice require you to deliver up Goods to Silver Fox and, if you fail to do so, forthwith enter upon any of your premises (or any third party premises where Goods are stored) and repossess Goods.

15.3 Until you have paid for Goods in full you shall keep all Goods clearly and separately identified by order number.

16. Cancellation

16.1 Provided that you are an individual consumer not buying Goods in the course of business, you have seven working days (excluding Saturday and Sunday and statutory holidays) from the day after the date of delivery of Goods to cancel an order by serving a written notice of cancellation upon Silver Fox at its registered office address as set out above.

16.2 If you cancel an order, the purchase price (excluding delivery charges and other expenses specified in this Agreement) will be returned to you as soon as practicable and in any event within 30 days of receipt of your notice of cancellation.

16.3 You must return Goods to Silver Fox undamaged, unopened and in the original packaging and with all related documentation and accessories. If you do not return Goods undamaged Silver Fox may claim damages equal to the difference between the price of Goods and the value of Goods upon their return. Silver Fox may charge you any direct costs incurred in returning Goods and preparing Goods for resale.

17. Data Protection

17.1 Silver Fox always processes personal data in accordance with applicable data protection law and its Data Protection Statement.

18. General

18.1 This Agreement comprises the entire agreement between you and Silver Fox in respect of the sale of Goods and supply of Software.

18.2 You may not transfer any of your rights and obligations under this Agreement to a third party. Silver Fox has the right to assign or transfer any of its rights and obligations at any time without notice.

18.3 Silver Fox reserves the right to vary this Agreement from time to time without notice. You will be deemed to have accepted the varied Agreement if you continue to use the Website after variation.

18.4 None of the provisions of this Agreement are intended to or will operate to confer any benefit pursuant to the Contracts (Rights of Third Parties) Act 1999 on a person who is not named as a party in this Agreement.

18.5 Any notice to effect suspension or termination of the whole or any part of this Agreement:

(i) shall be made in writing and either delivered personally or sent by first class recorded delivery to the party to whom the notice is addressed at its address as set out in this Agreement or such other address as one party may specify by notice in writing to the other;

(ii) in the absence of evidence of earlier receipt notice shall be deemed to have been duly given:

(a) if delivered personally, when left at the address referred to in clause 18.5 (i);

(b) if sent by first class recorded delivery, at the time recorded by the delivery agent.

18.6 For the avoidance of doubt electronic mail shall be deemed to be “writing” for the purpose of this Agreement but this shall not prejudice the express requirements for delivery of notices under clause 18.5.

18.7 If any provision of this Agreement is held to be void or unenforceable in whole or in part, this Agreement shall continue to be valid as to the other provisions thereof and the remainder of the affected provision.

19. Applicable Law

19.1 This Agreement shall be governed by and construed in accordance with English law and each party to this Agreement submits to the exclusive jurisdiction of the English courts.