- This user agreement (“the agreement”) describes the terms on which you can access and use PwC Suite system and any related content accessed through the PwC Suite system (the “system”).
- We may amend the agreement at any time by posting the amended terms on the website. The new terms will automatically be effective and binding on you once they are posted. You may terminate the agreement in accordance with the termination provisions in this agreement if you do not wish to accept the amendments.
- Access to, use and performance of the PwC Suite system
- Access to the system is via the internet using any web-enabled device and network using the user name and password provided to you by us. You are responsible for obtaining, and for the security of any hardware, software, devices or networks necessary to obtain access to the system. Neither we, nor our licensors, accept any liability in connection with any hardware, software, devices or networks that are used to access the system.
- Your authorised user must complete the fields in the registration form on your behalf, and click on the “I agree” button. We may accept or reject your application for access to the system. If your registration is not accepted we will notify you by email. If your registration is accepted we will provide you with user names and passwords for each of the authorised users from your organisation as notified to us. The user name and password provided is unique to each authorised user and may not be used by more than one individual. You warrant and represent that all authorised users are engaged by you as an employee, worker, agent, consultant or similar. You will notify us within 7 days of becoming aware of any such individual ceasing to be engaged by you as an employee, worker, agent, and consultant or similar. Upon such notification we will terminate the access of the relevant authorised user’s access to the system.
- The system is provided solely for your internal business use and you may not provide (or otherwise make it available or the benefit of it available) to anyone else without our prior written consent. We do not accept any liability (including for negligence), responsibility or duty of care to anyone else in connection with the use of the system.
- While our objective is to make the system reasonably accessible, we may suspend the system from time to time for (i) routine maintenance, (ii) services changes, (iii) failure of service providers or internet infrastructure beyond our reasonable control, (v) disruptions caused by misuse of the system or intentional acts of third parties, (vi) use of the system is causing immediate, material and on-going harm to us or others. We make no guarantee that you and your authorised user(s) will be able to access the system at any given time or that access will be continuous, uninterrupted, error free and secure. We accept no liability for any consequences in connection with the system not being available.
- We may terminate this agreement and your access to the system (or any part of the system) at any time in our sole discretion without cause and with immediate effect. If you wish to terminate this agreement you will notify us in writing and the agreement will terminate upon the return of all user names and passwords to us or seven days from the date of your notice (whichever is earlier). On termination, all rights granted to you, your authorised users and your associates will cease and you and your authorised users and your associates will no longer be permitted to access the system and we will disable the relevant user names and passwords with immediate effect.
- You agree not to store, distribute or transmit any material through the system (including the uploading of any information) or upload or post comments that is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive; knowingly facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities. You will not infringe or breach or attempt to infringe or breach any applicable law or regulation when using the system. We will determine, in our discretion, if there has been a breach of this agreement. If a breach of this agreement has occurred, we may take such action as we deem appropriate, including, deleting inappropriate content, suspending or terminating your access to the system.
- We may, in our discretion, moderate the content of any discussion board or forum open to the authorised users of the system. However, we are under no obligation to oversee, monitor or moderate any discussion board and we expressly exclude liability for any loss or damage arising from the use of any discussion board by an authorised user.
- The views expressed by other authorised users on the system do not represent our views or values, nor are they supported or endorsed by us or any PwC firm.
- You agree not to, (i) duplicate, modify or distribute any portion of the system, (ii) reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any of the system, except as may be allowed by any applicable law, (iii) transfer, temporarily or permanently, any of your rights under the agreement or attempt to do any of the foregoing.
- You consent to the storage of any information supplied by you, or any of your authorised users in relation to you, in our internal benchmarking databases. We shall take appropriate technical and organisational security measures to preserve the confidentiality of such information.
- You agree that the information may be combined with information of other parties to create reports and services available to other parties, provided you cannot be identified from those reports and services.
- You will only use or upload duplicate data to the system. You are solely responsible for, (i) ensuring that data is stored in (including ensuring that confidential information is appropriately protected ) and deleted from the system in accordance with your and any statutory document retention periods, and (ii) backing up all data stored by you on the system. You and we will use standard, commercially-available virus-checking software in relation to any document or files accessible or uploaded using the system. We reserve the right to erase your data at any time at our sole discretion. Data will be held for a maximum of 10 years after termination of the agreement. All reasonably appropriate technical and organisational security measures are in place in respect of the information held in the system. We give no representation or warranty that the system, its outputs or any documents or files downloaded from the system will be error-free, free from viruses or other harmful components. You consent to our employees, sub-contractors and PwC Firms accessing the data you upload to the system. The system and the data will be hosted by us in the European Economic Area although we reserve the right to change our hosting arrangements at any time and without notice to you.
- Intellectual Property
You acknowledge that all rights, including all intellectual property rights, title and interest in the system (including the software and the content provided through or on the system) belong to and will remain with us (or our licensors) and that you are not acquiring any property rights in the system or any information it contains.
- Limited Liability
- The system is provided and made available to you on a free of charge basis and is provided “as is”. Accordingly, to the extent permitted by applicable law, we exclude all liability which we, or which any other PwC firm may have to you or any of your associates for any loss or damage, including but not limited to negligence, howsoever arising out of the use of the system or otherwise in connection with this agreement.
- We are not responsible for any errors or omissions, or for the results obtained from the use of the system. We do not make any other warranty of any kind whatsoever, either express or implied, including but not limited to implied warranties of quality or fitness for a particular purpose, availability, or security. We do not warrant the results of the system or that the system will meet your requirements.
- In addition, you agree that under no circumstance will we, or any PwC firm be responsible for, or liable to you or anyone else for or in relation to (i) any information contained in or omitted from the system; (ii) any person’s reliance on any such information, whether or not the information is complete; (iii) the consequences of any decision you or any other person takes or fails to take from use of the system.
- Nothing in this agreement will limit a person’s liability for (i) death or personal injury caused by that person’s negligence, (ii) that person’s fraud or (iii) anything else that cannot by law be limited.
- You will ensure that each person who uses or accesses the system is an authorised user and complies with the terms of this agreement. Neither we nor any PwC firm or any of our or their licensors will have any responsibility or liability in connection with any unauthorised use (including any use beyond the scope of any rights granted in this agreement) of the usernames or passwords or any unauthorised access to or use of the system. You will be liable to us for any losses or other costs we reasonably incur arising from a breach of any of the terms by your authorised users or any other person who accesses the system using the user name and password of your authorised user or to whom you distribute any information obtained from the system.
- You will ensure that none of your associates (both while they are associates and thereafter) or your authorised users, bring any claim against any PwC firm (or its partners, members, directors or employees) or our subcontractors in respect of any liability relating to the system or the agreement.
- The information given on the system is for information only and does not constitute investment, legal, accounting or tax advice, or a representation that any investment or service is suitable or appropriate to your individual circumstances. Please seek professional advice before making any investment decision.
- The system is provided solely for your use in accordance with the terms of this agreement, and you may not provide access to the system, nor information obtained from the system, to any third party or make the benefit of the system available to any third party. You agree to indemnify and hold us harmless in respect of all damages, liabilities, losses, expenses or other costs we reasonably incur in connection made in connection with your use of the system, any third party claims, any claims by your associates and/or arising out of or as a result of any breach by you or any of your associates of this agreement.
- Data Protection
- We may process personal data received from you, or anyone else working with or for you, for the purposes of any of (i) providing the services, (ii) maintaining and using relevant IT systems, (iii) quality and risk management reviews, (iv) providing you with information about us and our range of services, and (v) complying with any requirement of law , regulation or a professional body of which we are a member. We may transfer such personal data to other PwC firms, subcontractors and IT service providers in relation to any of these purposes. You confirm that you have all necessary authority from all relevant data subjects for us to use and disclose such personal data in accordance with the agreement.
- Where we act as data processor, we will act only on you or your authorised user’s lawful instructions and we will comply with obligations equivalent to those imposed on you by the seventh principle of the Data Protection Act 1998 (as may be amended).
- We may, for the purposes in clause 5.1, permit the transfer of the personal data outside the European Economic Area (but only to a recipient who is: (i) in a country which provides an adequate level of protection for personal data; or (ii) under an agreement which covers the EU requirements for the transfer of personal data to data processors outside the EEA).
- If a dispute arises, the parties will attempt to resolve it by discussion, negotiation and mediation before commencing legal proceedings.
- The agreement and any dispute arising from it, whether contractual or non-contractual, will be governed by English law and be subject to the exclusive jurisdiction of the English courts.
- This agreement forms the entire agreement between the parties in relation to the system. It replaces any earlier agreements, representations or discussions.
- Unless explicitly stated otherwise, this agreement does not create or confer any rights on third parties under the Contract (Rights of Third Parties) Act 1999 (as amended from time to time).
- If any of the provisions of this agreement are found to be invalid, unenforceable or illegal, the other provisions will remain in force.
- If you are not satisfied with the system, or have suggestions for improvement, please contact either Lindsey Kutten or Margaret Cole, the executive board member responsible for quality, who is located at our registered office. We will look carefully and promptly at any complaint. You may also contact the Institute of Chartered Accountants in England and Wales.
In the agreement the following words and expressions have the meanings given to them below:
associates: any entity which from time to time controls, is controlled by or is under common control with you, where control means having the ability (including without limitation by means of a majority of the board of directors) to control the management and policies of an entity
authorised user – your (or your associates’) employees or directors who are allowed to access the product subject to the terms of the agreement.
system - the PwC Suite system and any information contained therein
PwC firm – any entity or partnership within the worldwide network of PricewaterhouseCoopers firms and entities
we, us or our - refers to PricewaterhouseCoopers LLP, a limited liability partnership incorporated in England (number OC303525) whose registered office is at 1 Embankment Place, London WC2N 6RH
you, your - the party or parties to the agreement (excluding us)