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Silverlight Research Ltd Terms and Conditions
 
THIS AGREEMENT IS EFFECTIVE FROM THE DATE OF SIGNING
                                             
BETWEEN
 
Silverlight Research Ltd, a company registered in England and Wales, with company number 11124869 whose registered office is at 52, Grosvenor Gardens, London, England, SW1W 0AU.  “Silverlight”
 
AND
 
Client Name
 
Client Address
 
“the Client”    
 
 
IT IS HEREBY AGREED AS FOLLOWS
 

1. Interpretation
   1. Except where the context requires otherwise, words importing the masculine shall include the feminine; words importing the singular shall include the plural; words importing natural personage shall be equally applicable to corporate personage; and vice versa.
   2. References to any statutory provision, authority, rule or code of practice shall be deemed to include the amended versions, replacements or successors of such.
   3. “Associated Person” shall mean any person who is associated with the Client, whether formally or informally, or who is in common ownership with the Client or who is any partner, employee, agent or subsidiary of the foregoing.
   4.  “Credit” shall mean a sum of $700/£550/€650 charged to the Client per hour in accordance with clause 4.
   5. “Data Protection Legislation” means the Data Protection Act 2018 and all applicable laws and regulations in force from time to time for processing of personal data and privacy.
   6.  “Expert” shall mean an individual who is introduced to the Client by Silverlight directly or via the Silverlink Platform (or both).
   7. “Expert’s fee” shall mean the fee than an Expert charges for each call whether set up by Silverlight directly or via the Silverlink Platform.
   8. “Expert network services” shall mean introducing the Client to an Expert directly or to a network of Experts via the Silverlink Platform. 

 

1.  “Personal Data” means any information relating an individual as defined in the UK GDPR and Data Protection Act 2018.
2. “Project” shall mean the consultancy project(s) for which the Client has engaged in the provision of Services.
3.  “Remuneration” shall mean the payments due and payable by the Client for availed expert network services.
4. “Services” shall mean the expert network services provided by Silverlight to the Client directly or via the Silverlink Platform (or both).
5. “Silverlink Platform” shall mean the Silverlight client direct access platform where the Clients can directly send project invitations to the Experts.  
6. “Silverlight Portal” shall mean the portal where the Client may view profiles of Experts which are directly presented to the Client by Silverlight, outside of the Silverlink Platform. 
7. “Silverlink project invitation form” shall mean the form at https://www.silverlightgroup.com/silverlink-project-invitation-form.html which the Client submits in order to initially connect with the  Experts on the Silverlink Platform to set up Expert calls.  .
8. “Trial Period” shall mean the period from the date a user (up to a maximum of 3 users) is granted access to the Silverlink Platform or Silverlight Portal (as applicable) in accordance with clause 4.1.1.
9. “User” shall means each individual for whom the Client requests access to the Silverlink Platform or Silverlight Portal (as applicable) or requests expert profiles to be presented directly by Silverlight by emailing the Silverlight team (on [email protected] or other team email).

1. Relationship Between the Parties                                                                                       
   1. The Client and Silverlight have entered into a contract under which Silverlight has agreed to provide Services to the Client.
   2. No term of this agreement or course of dealings between the parties will operate to make Silverlight an employee, worker, agent or partner of the Client.
   3. Neither party shall assign or transfer any of their rights, liabilities or obligations arising under this agreement without the prior written consent of the other party (or parties).
2. Engagements                                                                                                                        
   1. Where the Client requests for Silverlight to provide profiles of Experts (whether directly or introduced via the Silverlink Platform), Silverlight will use all reasonable endeavors to introduce the Client to an Expert(s) that Silverlight considers reasonably suitable for the project. Silverlight’s Fees (as defined below) for the Services will be charged in accordance with clause 4 of this agreement. After the Trial Period, where Silverlight presents Expert profiles to the Client, the Client will be charged Credits in accordance with this clause 3 and clause 4.
   2. Once the Client confirms with Silverlight in writing or approves via the Silverlight Portal that they would like to engage with an Expert, Silverlight will charge the Client, Credits for the engagement with the Expert in accordance with clause 4. For the avoidance of doubt, this clause 3.2 shall apply even if the Client engages directly with an Expert proposed by Silverlight.
   3. The Fees (as defined below in clause 4) payable under this agreement shall apply to each and every engagement between the Client and the Expert (i) whether or not it is related to the same project  or (ii) whether or not such Expert is contacted via Silverlight directly, or via the Silverlink Platform or (subject to clause 3.4) through any other network, person or means.
   4. If the Client or any Associated Person is introduced to an Expert directly by Silverlight (rather than the Client using the Silverlink Platform to send invitations to Experts), and the Client requests from that Expert contact details of the Expert directly (email or telephone number), or arranges to speak directly to the Expert through any other means (e.g. through LinkedIn) then the Client will be charged a fee of 10 Credits. In the event that the Client requests an Expert to engage in a call longer than 2 hours whether via Silverlight directly or through the Silverlink Platform, then the Client will be charged in an additional fee in accordance with clause 4.1.4.
3. Fees                                                                                                                                       
   1. Trial Period and Expert Calls
      1. The Trial Period for each of the initial 3 users shall begin from the date when the user is granted access to the Silverlink Platform directly or via the Client requesting Silverlight to present one of more Expert profiles to the Client and shall continue for a period of one month from that date  or after that user has made 3 Expert calls, or after a total of 10 submissions of the Silverlink project invitation form by that particular user, whichever occurs sooner. The 3 Expert calls can be booked by making the request to Silverlight in writing or directly via the Silverlink Platform. Following a Trial Period the Client will be invoiced for each user in accordance with this clause 4. If a user books one or more Experts through the Silverlink Platform during the Trial Period, the only fee applicable is the Expert’s fee. If a user books one or more Expert directly with Silverlight, the fee chargeable will be in accordance with clause 4.1.2 and 4.1.3, and the Expert’s fee. No Access Fee shall be chargeable for any Trial Period. In the event the Client or a user in addition to the initial 3 users requests access to the Silverlink Platform, the Client will be charged an Access Fee in accordance with clause 4.2 and 4.3.
      2. If when using the Silverlink Platform, the Client requests Silverlight to act as an intermediary between Expert and the Client and facilitate correspondence with the Expert on behalf of the Client, which is separate and addition to hosting the call between Expert and Client when the confirmed time has already been confirmed by the Client, Silverlight will charge the Client a 0.5 Credits to act as such intermediary. 

After the Trial Period for each user: The agreement will auto renew in accordance with clause 4.2.3, unless and until it is cancelled in accordance with clause 4.4. The Client has the option to purchase Credits at $700/£550/€650 per Credit. Credits can be used for any project(s) engaged by the Client through Silverlight and are due and payable following any chargeable engagements. 

1. The Credit as described in 4.12 charged to the Client shall be calculated on the length of each call set up with an Expert directly by Silverlight. Each call set up shall be charged at 1 Credit for any period up to 1 hour, and thereafter 0.25 Credits for any period up to 15 minutes. Where Silverlight directly introduces two or more Experts to the Client, the Client must within four calendar days inform Silverlight if the introduced Experts are not appropriate for their project, failing which, the Client will be charged a minimum of 1 Credit.    For all Experts calls, an Expert’s fee for each call booked is also chargeable at the rate that the Expert quotes Silverlight. The Expert’s fees are chargeable from $150/hr. The Expert’s fee is calculated and chargeable in 15 minute increments (rounded up to the next 15 minutes, for example, a 61 minute call would be charged at 75 minutes plus the Expert’s fee).
2. If the Client sets up a call with an Expert proposed by Silverlight, but no longer wishes to proceed with the call within 24 hours of the agreed time of the call, then the Client will be charged for 1 hour of the Expert’s fee and 1 Credit In the event that a Client requests to reschedule an Expert call within 24 hours of the agreed time of the call, a rescheduling fee of 0.2 Credit is applicable for each rescheduling.
3. If an Expert has been introduced to the Client directly by Silverlight and within 9 minutes of the start of a call with an Expert, the Client decides the Expert is not suitable for the project, then the Client will not be charged any Credits for that particular call. Such exemption shall apply for 1 in 3 Expert calls booked for a specific project.
4. If the Client has engaged with an Expert in two separate Expert calls, within a 1 month period, then the Client has the option to work with the Expert directly and not through Silverlight, the Client must remunerate Silverlight separately with a release fee in order to work with the Expert directly for the project. The release fee shall be chargeable by Silverlight on the basis of the expertise of the Expert and in any event shall not exceed 15 Credits.
5. Prior to introducing and/or onboarding any Experts onto the Silverlight Platform, Silverlight asks the Experts 6 screening questions to better assess their experience and perspectives. Where possible and subject to Expert availability, the questions are answered by Experts and included in the Expert profiles presented to the Client by Silverlight. In the event that the Client requests Silverlight to obtain answers from Experts for more than 6 screening questions, then a minimum fee of 0.2 Credits is chargeable in addition to the Expert’s fee for the duration which the Expert takes to answer the screening questions.
6. For the avoidance of doubt, reference to screening questions in 4.1.8 above shall exclude all regulatory and compliance questions. Where the Client requires an Expert to respond to a Client or any of its Associated Person’s specific compliance questionnaire a fee of 0.05 Credit is chargeable for each Expert that completes such questionnaire. Such compliance questionnaire to be approved by Silverlight prior to sharing it with the Expert.

 

1. Silverlink Platform and Access Fees                                                        
2. 
   
   1. During each user’s (up to a maximum of 3 users) Trial Period, the user can make a request for access to the Silverlink Platform. Once the user has access, the user can browse Experts registered with Silverlight on the Silverlink Platform, and search for Experts using various filters such as current company/employer, previous companies/employers, job title or industry etc. The Client can invite Experts directly to projects through use of the Silverlink Platform and also set up calls with Experts subject to Expert availability and responses. Access to the Silverlink Platform is free for during the Trial Period.
   2. After the Trial Period: Unless the user sends a cancellation request in accordance with clause 4.4, the Client shall be charged in accordance with clause 4.1.3 and 4.2.3.

 

1. Following the Trial Period, the Client will be charged a Silverlink Platform access fee (Access Fee) at the rate of £1000/€1200/$1350 for each  user per 3 month period. The Access Fee will be payable and automatically charged on the next day after the end of the Trial Period for a 12 month period commencing the day following the end of the Trial Period after which it would be renewed for a period of 12 months thereafter unless cancelled by giving at least six weeks’ notice to Silverlight in accordance with clause 4.4. The Access Fee for the first 12 month period after the Trial Period is applicable  until the end of the respective calendar quarter (e.g. either end of March, end June, end September, or end December depending on which is the next calendar quarterly period). For example, if the Trial Period  for a user were to finish end August, then the first 12  month period would be extended until end of September of the following year, and the next 12 month period would be chargeable on the next day after the end of such calendar quarter.
2. In addition to the Access Fee, the Client will be charged an Expert’s fee for each call booked with an Expert through the Silverlink Platform at the rate that the Expert quotes. The Expert’s fees are chargeable from $150/hr. The Expert’s fee is calculated and chargeable in 15 minute increments (rounded up to the next 15 minutes,  for example, a 31 minute call would be charged at 45 minutes).
3. If the Client requests Silverlight to host any Expert calls, the Client must email [email protected] with the date, time and time zone agreed for the Expert call, and Silverlight will send calendar invites to the Expert and Client.
4. A booking fee of £40/€45/$50 is chargeable per call hosted by Silverlight and for any calls booked using the Silverlink Platform. Silverlight may provide recordings/transcripts of the calls hosted by Silverlight where this is requested by the Client prior to the call taking place.

 

1. The Client will not be charged a booking fee for any Expert calls set up through the Silverlink Platform which are not hosted by Silverlight. The Client is required to submit details of all Expert calls booked directly through the Silverlink Platform at https://www.silverlightgroup.com/Silverlink Platform -client-expert-call-confirmation-form.html within 12 hours of completion of the Expert call, and the Client will be charged the relevant amount in accordance with clause 4.2.4. In the event the Client does not submit the Expert call details within 12 hours of completion of the Expert call the Client will be charged a late form submission fee of £50/€60/$65.

 

1. The Access Fee will be reviewed on an annual basis depending on the Client’s usage level. Any increase in such fee would be communicated directly to the Client. The Client is under no obligation to continue using the Silverlink Platform if there is an increase in the Access Fee. In the event that the Access Fee is increased and Silverlight is unable to provide expert network services at the rates set out in clause 4.2.3 and 4.2.11, then the Client may choose to discontinue access to expert network services for one or more users by sending an email to [email protected].
2. In the event a Client sets up a call with an Expert through the Silverlink Platform, and cancels the Expert call within 24 hours of the time of the call, or if they reschedule within 24 hours of the call, but do not go ahead with the call within 2 weeks of rescheduling, then the Client will be charged the Expert’s fee for the duration that the call was booked for, to compensate the Expert for the time set aside for the call.
3. Clients may ask up to 6 screening questions to Experts ahead of calls with the Expert by using the Silverlink Platform. If the Client or any of its Associated Person asks the Expert more than 6 questions on an Expert call, then the Client will be charged an expert screening fee of £40/€45/$50 per set of additional 6 screening questions.  If the Expert’s fee is more than the expert screening fee value then the value of the Expert’s fee shall be chargeable to the Client.
4. The Client or its Associated Person can make a request for granting a user access to the Silverlink Platform or Silverlight Portal (or both)  by sending an email to [email protected] or [email protected] or [email protected] or [email protected].  Any Associated Person of the Client who uses the Silverlight project invitation form, or who is invited to an expert call with an expert registered with Silverlight (whether via the Silverlink Platform or via an introduction directly made by Silverlight), or who requests for expert profiles to be presented directly by Silverlight to the Client by emailing [email protected] is considered to have requested access to the Silverlink Platform. Each users is charged a Fee of £1000/€1200/$1350 per quarter. Once a user is added and the Trial Period for that user has passed, that particular user is chargeable from the calendar quarter when added (for the whole quarter), for the next 24 month period until the end of the respective calendar quarter, and can be cancelled only in accordance with clause 4.4.
5. After the Trial Period, the Silverlink Platform will enable each user to submit up to a maximum of 10 Silverlink project invitation forms per user per calendar quarter. If a user submits more than 10 Silverlink project invitation forms within a calendar quarter, then a sum of  £1000/€1200/$1350 is due and chargeable on the 11th submission of the form, and at every subsequent 10th form submission thereafter within each calendar quarter period (e.g. on 21st form and thereafter 31st form). In addition, the Silverlink Platform will enable each Client user to book a maximum of 10 project units total with experts per calendar quarter. 1 project unit is equal to 1 consultation call with an expert (of any duration), 1 hour of consultation time, or 1 survey complete. For example, where a client conducts 1 expert call and also engages an expert for 9 hours of consultation time for a longer term project (for example due diligence report) this would equate to 10 project units.  These project units may be used with the same expert or a combination of different experts for one or multiple different projects. If a user uses more than 10 project units, then £1000/€1200/$1350 is due and chargeable on the 11th project unit, and at every subsequent 10th project units thereafter within each calendar quarter period (e.g. on 21st project unit and thereafter 31st project unit).
6. Payments
   1. All payments shall be made to Silverlight via the Stripe payment gateway (Stripe). Once the Client has entered their bank details on Stripe, they have deemed to have consented to any other fees (as applicable) under this agreement to be debited from their bank account in accordance with the terms of this agreement. If the Client does not wish to set up direct debit payments via Stripe, all fees applicable under clauses 4 are subject to an additional 20% admin fee.
   2. The Client agrees to settle all invoices raised by Silverlight within fourteen days from the date of the invoice (Due Date).
   3. Failure to settle any payments due to Silverlight within the timeframe agreed in 4.3.2, above, shall entitle Silverlight to claim from the Client in addition to the sums due, interest at a rate of 8 % per annum above the Bank of England base rate plus all reasonable costs and expenses which Silverlight shall incur in pursuing the Client for payment, and late payment fees in line with the Late Payment of Commercial Debts (Interest) Act 1998 shall be charged to the Client.  Any invoices not paid within forty five days from the Due Date incur a 5% late fee on the invoice value and also a £70/€80/$90 admin fee. All charges incurred during any billing period must be paid in full, including and without exception any VAT or other charges. In the event of late settlement of an invoice, or if the credit/debit card payment is rejected we will charge an additional administration fee, plus interest on the sum due, from the date when such payment was due until the date of actual payment at the aforementioned rate. Such interest shall accrue on a daily basis and shall be compounded annually. In the event an invoice is not settled and overdue, then Silverlight will put their Services on hold for that Client, until the invoice is settled, this does not affect the ongoing fees chargeable in the agreement and auto renewals as described in 4.3, 4.2.3 and 4.4.
   4. The Client shall have the option to pay in pound sterling (GBP), US dollar (USD) or Euro (EUR). All invoices shall be issued in the currency, selected by the Client at the beginning of this agreement. The currency conversion rates to be fixed when entering into this agreement.
   5. On signing of this agreement, Silverlight shall charge an administration fee of £10/€12/$15 which is payable through Stripe. Silverlight will not commence with their Services or provide access to the Silverlink Platform until the onboarding fee is paid using the relevant link below:

GBP https://book.stripe.com/00g8y723U0cSgog5kp  
USD https://book.stripe.com/5kAcOnbEu7Fkeg84gj  
EUR https://book.stripe.com/14kaGfbEu8Jo1tm148  
Indexation is applied to the pricing in 4.1.3 and 4.2.3 at a fixed rate of 5.0% per annum.  
 

1. Cancellation and Renewal                                                                         

 

1. During the Trial Period, once a request to cancel a user has been received by Silverlight then access to Silverlink Platform is removed for that user and no Experts will be sourced and/or introduced by Silverlight to that user. After the user’s trial period, a user or the Client can cancel that user’s access at the earliest 24 months after the end of that user’s trial period. Six weeks prior to the end of the 24 month term, in order to cancel their access, the Client or user must send an email to [email protected] for cancellation of a user’s access. The user will receive an acknowledgement email from Silverlight and will run an identity check to confirm the cancellation notice. For any cancellation request sent by the Client or the user either during the Trial Period or after the Trial period, the cancellation request must be sent to [email protected] and shall be deemed to be cancelled only upon acknowledgement of the cancellation email sent to [email protected] by the Client or user, and after the identity checks are completed by Silverlight. In the event of receipt of such cancellation request after the end of the Trial Period for a particular user, the Client will not receive any refund of the Access Fee for that particular user, and any remaining Access Fee still due for the remainder of the 24 month period remains chargeable and due. For the avoidance of doubt, such 24 month term shall not be applicable if the user is no longer an Associated Person of the Client. The Client shall notify Silverlight within five days of the user ceasing to be an Association Person of the Client.. Only in the event that a user ceases to be an Associated Person of the Client, because they have left the company can the a user license be transferred from one individual at the Client to another individual, within a 24 month term. In order to request this transfer, the Client must email [email protected] requesting the transfer of user license including confirmation that the user is no longer an Associated Person of the Client with a url link of the individual user which shows the change of employer.
2. This agreement shall continue for the Client unless cancelled in accordance with this clause 4.4 until the Client gives at least prior notice to terminate at least six weeks’  before the end of the 24 month period  which commences after the end of the Trial Period.

 

1. Client Obligations                                                                                                                            
   1. The Client shall provide Silverlight with all information, material and assistance Silverlight reasonably requires to enable Silverlight to perform the Services.
   2. When requesting the assistance of Silverlight to source Experts for a project, the Client shall timely provide Silverlight with an accurate project description and detailed specification relating to the industry of the Expert that the Client would like to engage in a consultation with.
   3. Where the Client has requested Silverlight to source and present the Experts to the Client, the Client shall notify Silverlight within three business days of receipt of the Expert proposal from Silverlight as to which Expert(s) the Client would like to engage in consultation with so that Silverlight can coordinate timing with the chosen Expert.
   4. The Client shall pay the Expert’s fee to Silverlight in accordance with clause 4 and the Client procure to refrain from making any direct payment to the Expert.
   5. Where the Client has requested Silverlight to source the Expert(s) for the Client, the Client shall refrain from discussing the Fees and Expert’s fees with the Expert directly.

 

1. Silverlight’s Obligations
   1. Where the Client has requested Silverlight to source and present Experts to the Client for a project(s), Silverlight shall use their best endeavors to engage the Client with Experts that are suitable for the project(s) and have the relevant knowledge, are reliable, and are permitted under their respective obligations to consult on the topic before proposing them to the Client.
   2. However, Silverlight will not be responsible or liable for any loss or damage whatsoever suffered by the Client or any third party due to the acts or omissions of an Expert introduced by Silverlight, or due to Silverlight not being able to source an appropriate Expert for the Client (i.e. due to lack of expert availability or where in Silverlight’s reasonable opinion the Expert(s) available are unsuitable for the Client’s project).
2. Confidentiality and Data Protection                                                                                  
   1. Each party will keep confidential all trade secrets and information of the other which is disclosed in relation to the Services or under this agreement. Each party shall use such confidential information to perform this agreement, and shall not after termination of this agreement use or disclose the same for any reason without the prior consent of the other party.
   2. The Client shall not disclose or distribute to any third party any report, materials or Expert information Silverlight may from time to time supply to the Client in connection with the Services, save as may reasonably require in connection with the Services and/or as may be contemplated by the Services.
   3. Clauses 7.1 and 7.2 shall not prohibit the use of disclosure of information: (a) which is in or comes into the public domain without breach of this agreement by the receipt thereof (“the Recipient”); (b) which is lawfully acquired by the Recipient from any third party who did not directly or indirectly acquire the same from the party to this agreement disclosing the same (“the Disclosing Party”) subject to any obligations of confidentiality; (c) which is not of a confidential or trade secret nature; (d) if and to the extent required by any law or assignment or transfer.
   4. The Client agrees that all Personal Data provided by Silverlight to the Client and vice versa shall be collected, processed, and held by the Client in accordance with the provisions of Data Protection Legislation. The Client is under a duty to inform Silverlight if any of the Personal Data provided by the Client changes so that Silverlight can continue to comply with its requirements under the Act.
   5. Silverlight will add the information the Client has provided Silverlight with to its database/store information manually for the purpose of informing the Client in writing about its Services which may be of interest to the Client. If the Client does not wish to receive this information, then it should notify Silverlight.
   6. Silverlight has entered into an agreement with the Expert wherein the Expert confirms that he shall not disclose any Personal Data or material, nonpublic information about any Client or their company. The Expert shall not disclose any third-party information that s/he has a duty to keep confidential, and that s/he has a duty to keep confidential any information discussed during the consultation with the Client including the identity of the Client. The Experts registered with Silverlight can proactively apply for Client projects on the Silverlink Platform, Silverlight will post project briefs information on Client projects to the Silverlink Platform   (https://silverlightgroup.zohorecruit.eu/jobs/expertprojects) pursuant to obtaining Client approval on the project briefs. Silverlight shall not disclose the identity of any Client associated with such projects. Silverlight may announce their association with the Client (upon obtaining their prior written approval) on the Silverlight website and/or Silverlink Platform. Details of any such associations or marketing presentations shall be agreed in advance with the Client.  
   7. Silverlight shall transfer to the Client information about the Expert including profile details and contact details, where the Expert has consented to do so, in order for the Client to make contact with the Expert about their Services.
   8. Each party agrees that for the purposes of this agreement, each party is a data controller for the shared Personal Data and each party shall respond to requests it receives from data subjects to exercise their rights under applicable law.
   9. Silverlight warrants that the shared personal data has been collected, processed and transferred in accordance with applicable law. Silverlight has made available to the Experts with whom the  Personal Data is shared an appropriate privacy notice which complies with applicable laws and is sufficient to enable fair processing of the shared personal data by the Client. Please see Schedule 1 for a copy of Silverlight’s existing privacy policy (amended from time to time). 
   10. The Client warrants that it will have in place appropriate mechanisms to protect the shared Personal data (via the Silverlight Platform or otherwise) against any breaches which provide a level of security appropriate to the risk represented by the processing and the nature of the data to be protected.
   11. This clause 7 shall apply to the Client and any of its Associated Person. Any Associated Person acting under the authority of the Client, shall be obliged to process the shared personal data in accordance with applicable law.
   12. The Client consents to disclosing their contact details (e.g. email address) to Expert(s) that they select to contact when using the Silverlink project invitation form.
   13. The Client will process the shared Personal Data solely for the purposes described in clause 7.6. The Client will make available to data subjects to whom the shared Personal Data belongs an appropriate privacy notice, which complies with applicable laws and is sufficient to enable fair processing of the shared Personal Data by the Client.
   14. Both parties agree that the shared Personal Data may contain confidential business information, which they will not disclose to third parties, except as required by law or in response to a competent regulatory or government agency.
   15. No provision of this agreement shall be enforceable under the Contract (Rights of Third Parties) Act 1999 by a person who is not a party, but this does not affect any right or remedy of a third party, which exists or is available apart from under the Act.
3. Limitation of Liability                                                                                                         
   1. Silverlight shall not be responsible in any circumstances to the Client or any third party for any damage or loss sustained (including any loss of profit or indirect or consequential economic damage or loss), which is caused by any act, conduct, fault or omission of the Expert whilst engaged with the Client or any Associated Person.
   2. Silverlight has no control over Experts or the services promised or rendered by Experts. Silverlight makes no representations as to the reliability, capability, or qualifications of any Expert or the quality of information provided, and Silverlight disclaims any and all liability relating thereto. Under no circumstances will Silverlight be liable for any loss or damage caused by the Client’s reliance on information provided by an Expert. The Client understands and agrees that it is the Client’s responsibility to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content delivered or otherwise made available through the Silverlink Platform or the Services provide by Silverlight. No information obtained from an Expert should be construed as legal, investment, tax or medical advice.
   3. Silverlight shall not be responsible in any circumstances to the Client or any third party for any damage or loss sustained (including any loss of profit or indirect or consequential economic damage or loss), which is caused by any act, conduct, fault or omission of the Expert who has been reached out to by the Client through Silverlink Platform. In addition, Silverlight makes no representations as to the reliability, capability, or qualifications of any Expert who the Client may contact through Silverlink Platform. Silverlight shall not be responsible for no or lack of response from Experts to project invitations sent by the Client via the Silverlink Platform. The Client understands that it is their responsibility to follow up with Experts on the client invitations sent to them. Experts registered on the Silverlink Platform have the option to update latest contact information, biographical and work experience on a periodic basis, however Silverlight makes no representations as to the reliability of this information. The Client understands and agrees that it is the Client’s responsibility to verify with any Experts contacted using Silverlink Platform, that the biographical and work experience provided on the platform is correct, and evaluate the relevance of any Expert before contacting them to set up an Expert call.
   4. In the event that the Silverlink Platform or the Silverlink project invitation form is unavailable for the Client to use, due to technical issues, Silverlight shall use its best endeavors to ensure the site issues are resolved as soon as reasonably practicable. Silverlight shall not be liable for any damage or loss sustained (including any loss of profit or indirect or consequential economic damage or loss), which is caused by such technical issues.

 

1. Force Majeure

Neither party shall be liable for any delay or failure in performing its obligations or duties under this agreement which results from circumstances outside his reasonable control including but not limited to acts of God, industrial action, war, fire, threat of terrorism, civil disturbance or rioting, government or regulatory action, breakdown in plant or machinery, or shortage of raw materials or supplies.

1. Warranties
   1.  Both parties and the signatories to this agreement warrant that they are authorised and permitted to enter into this agreement and have obtained all necessary permissions and approvals.
   2. Both parties warrant and undertake that they are not aware as at the date of this agreement of anything within their reasonable control, which might or will adversely affect their ability to fulfil the obligations under this agreement.
2. Counterparts
   1. This agreement may be executed in any number of counterparts, each of which, when executed, shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
3.  Entire Agreement and Variation                                                                                      
   1. This agreement constitutes the entire agreement between the parties. It supersedes and extinguishes any previous agreements, promises, assurances, warranties, representations and understandings between them, whether orally or in writing, relating to the subject matter.
   2. Each party acknowledges that, in entering into this agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this agreement.
   3. Any variation of this agreement must be made in writing and signed by both Silverlight and the Client.

 

1. Governing Law                                                                                                                    
   1. This 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 construed in accordance with the law of England and Wales.
   2. The parties irrevocably agree to submit to the exclusive jurisdiction of the courts of England over any claim or matter arising under or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

 

By ticking the box on the order form, you are acknowledging that you have read, agree to and accept all of the terms and conditions contained in this Agreement. We may amend the Agreement at any time by sending you a revised version to your email address on our records.